AMERICAN GROWTH FUND, INC.
1636 Logan Street, Denver, Colorado 80203
303-626-0600

Series One

Class A AMRAX - Class B AMRBX - Class C AMRCX - Class D AMRGX

STATEMENT OF ADDITIONAL INFORMATION

November 30, 2018

This Statement of Additional Information is not a prospectus. Prospective investors should read this Statement of Additional Information only in conjunction with the Prospectuses of Series One of American Growth Fund, Inc. (the "Fund") dated November 30, 2018. A copy of the Prospectus may be obtained at no cost by writing World Capital Brokerage, Inc. (the "Distributor"), 1636 Logan Street, Denver, Colorado 80203, or by calling 800-525-2406 or on the Fund´s web site, www.americangrowthfund.com.

A

ADDITIONAL INVESTMENT INFORMATION, 4 AUTOMATIC CASH WITHDRAWAL PLAN, 16

B

BOARD OF DIRECTORS, 8 BROKERAGE, 18

C

CALCULATION OF NET ASSET VALUE, 19 CLASSIFICATION, 2

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES, 10

D

DEALER REALLOWANCES, 11

DISCLOSUE OF PROTFOLIO HOLDINGS, 6 DISTRIBUTION OF SHARES, 12 DISTRIBUTION PLANS, 17 DIVIDENDS, DISTRIBUTIONS AND TAXES, 20

F

FUND HISTORY, 2

I

INDIVIDUAL RETIREMENT ACCOUNTS, 16 INVESTMENT ADVISORY AGREEMENT, 10 INVESTMENT RISKS, 3 INVESTMENT STRATAGIES, 2

M

MANAGEMENT OF THE FUND, 6

O

OTHER INVESTMENT ADVICE, 11 OTHER SERVICE PROVIDERS, 12

P

PERFORMANCE DATA, 23 PORTFOLIO MANAGERS, 12 PORTFOLIO TURNOVER, 6 PRINCIPAL UNDERWRITER, 11 PROXY VOTING POLICIES, 10

R

RETIREMENT PLANS, 16 RULE 12b-1 PLANS, 11

S

SECURITIES LENDING, 12 SERVICE AGREEMENTS, 11

T

TEMPORARY DEFENSIVE POSITION, 6

Series One SAI page 1


 

FUND HISTORY

The Fund was established in August of 1958 as a diversified, open-end, management investment
company organized and incorporated in the State of Maryland.

CLASSIFICATION

The American Growth Fund is a diversified, open-end management investment company.

INVESTMENT STRATAGIES

In attempting to achieve its investment objective, the Fund will typically invest at least 80% of its assets in
common stocks and securities convertible into common stocks traded on national securities exchanges or
over-the-counter.
We perform our own extensive internal research to determine whether companies meet our growth
criteria. From time to time we meet company management teams and other key staff face-to-face and
tour corporate facilities and manufacturing plants to get a complete picture of a company before we
invest.
We limit the amount of the Fund´s assets invested in any one industry and in any individual security. At
the time of purchase we do not invest more than 5% of the Fund´s total assets in any one issuer nor do
we invest more than 25% in any one industry. We also follow a rigorous selection process designed to
identify undervalued securities before choosing securities for the portfolio.
Although the Fund will normally invest in large capitalization companies, the Fund may invest in
companies of all sizes. Investment Research Corporation, the Fund´s investment adviser (the Adviser or
IRC), generally will choose common stocks (or convertible securities) that it believes have a potential for
capital appreciation because of existing or anticipated economic conditions or because the securities are
considered undervalued or out of favor with investors or are expected to increase in price over the short-
term. Convertible debt securities will be rated at least A by Moody´s Investor Service or Standard and
Poor’s Ratings Services, or, if unrated, will be comparable quality in the opinion of the Adviser.
We maintain a long-term investment approach and focus on stocks we believe can appreciate over an
extended time frame regardless of interim market fluctuations. Using the following disciplined approach,
we look for companies having some or all of these characteristics:
~ Large capitalization companies, although on occasion the Fund may invest in small and mid-cap
companies, if the Adviser believes it is in the best interests of the Fund. Large cap companies are
generally companies with market capitalization exceeding $5 billion at the date of acquisition;
~ growth that is faster than the market as a whole and sustainable over the long term;
~ strong management team;
~ leading market positions and growing brand identities;
~ financial, marketing, and operating strength.

The Fund emphasizes investments in common stocks with the potential for capital appreciation. These stocks generally pay regular dividends, although the Fund also may invest in non-dividend-paying companies if, in the opinion of an Adviser, they offer better prospects for capital appreciation.

When the Adviser believes the securities the Fund holds may decline in value, the Fund may sell them and, if the Adviser believes market conditions warrant the Fund may assume a defensive position. While in a defensive position, the Fund may invest all or part of its assets in corporate bonds, debentures (both short and long term) or preferred stocks rated A or above by Moody’s Investors Service, Inc. or Standard and Poor’s (or, if unrated, of comparable quality in the opinion of the Adviser), United States Government securities, repurchase agreements meeting approved credit worthiness standards (e.g., whereby the underlying security is issued by the United States Government or any agency thereof), or retain funds in cash or cash equivalents. There is no maximum limit on the amount of fixed income securities in which the Fund may invest for temporary defensive purposes. If the Fund takes a temporary defensive position in attempting to respond to adverse market, economic, political or other conditions, it may not achieve its investment objective. The Fund´s performance could be lower during periods when it retains or invests its assets in these more defensive holdings.

A repurchase agreement is a contract under which the seller of a security agrees to buy it back at an

Series One SAI page 2


 

agreed upon price and time in the future.

The Fund will enter into repurchase transactions only with parties who meet creditworthiness standards approved by the Fund´s board of directors.

The Fund may invest in foreign securities in the form of American Depository Receipts (ADRs) which represents ownership in the shares of a non-U.S. company that trades in U.S. financial markets. We typically invest only a small portion of the Fund´s portfolio in foreign corporations through ADRs. We do not invest directly in foreign securities. When we do purchase ADRs, they are generally denominated in U.S. dollars and traded on a U.S. exchange.

Consistent with its investment objective, policies, and restrictions, the Fund also may invest in securities, such as Exchange Traded Funds (“ETFs”).

We seek to limit exposure to illiquid securities.

INVESTMENT RISKS

The primary risks of investing in the Fund are:

Investing in any mutual fund involves risk, including the risk that you may receive little or no return on your investment, and the risk that you may lose part or all of the money you invest.

Stock Market risk is the risk that all or a majority of the securities in a certain market - such as the stock or bond market - will decline in value because of factors such as economic conditions, future expectations or investor confidence.

Industry and security risk is the risk that the value of securities in a particular industry or the value of an individual stock or bond will decline because of changing expectations for the performance of that industry or for the individual company issuing the stock or bond.

Management risk is the risk that the Adviser´s assessment of a company´s ability to increase earnings faster than the rest of the market is not correct, the securities in the portfolio may not increase in value, and could decrease in value.

Interest rate risk is the risk that as rates rise, the price of a fixed rate bond will fall.

Credit risk is the possibility that a bond´s issuer (or an entity that insures a bond) will be unable to make timely payments of interest and principal.

Foreign investment risk is the risk that foreign securities may be adversely affected by political instability, changes in currency exchange rates, foreign economic conditions or inadequate regulatory and accounting standards.

Liquidity risk is the possibility that securities cannot be readily sold, or can only be sold at a price lower than the price that the Fund has valued them.

Small Cap stocks tend to have a high risk exposure to market fluctuations and failure.

Mid Cap stocks also tend to have a greater risk exposure to market fluctuations and failure but normally not as much so as the Small Cap stocks.

Equity Risk - In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a company’s financial condition as well as general market, economic and political conditions and other factors.

Repurchase Agreements Risk - The Fund may enter into repurchase agreements under which it purchases a security that a seller has agreed to repurchase from the Fund at a later date at the same price plus interest. If a seller defaults and the security declines in value, the Fund might incur a loss. If the seller declares bankruptcy, the Portfolio Fund may not be able to sell the security at the desired time. Depositary Receipts Risk - Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.

Large Cap Company Risk - Larger more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes. Many larger companies also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

Convertible Securities have the risk of loss of principal at maturity, however, this loss is limited to the value of the bond floor.

Series One SAI page 3


 

Investments in Other Investment Companies - Subject to the limitations prescribed by the Investment Company Act of 1940 (“1940 Act”) and the rules thereunder, the Fund may invest in ETFs. The Fund’s investments in another investment company will be subject to the risks of the purchased investment company’s portfolio securities. The Fund’s shareholders must bear not only their proportionate share of the Fund’s fees and expenses, but they also must bear indirectly the fees and expenses of the other investment company. In addition, the Fund’s net asset value is subject to fluctuations in the net asset values of the other investment companies in which it invests. The ability of the Fund to meet its investment objective will depend, to a significant degree, on the ability of the other investment companies to meet their objectives. The extent to which the investment performance and risks associated with the Fund correlate to those of a particular investment company will depend upon the extent to which the Fund’s assets are allocated from time to time for investment in the investment company, which will vary. The other investment companies may change their investment objectives or policies without the approval of the Fund. If that were to occur, the Fund might be forced to withdraw its investment from the investment company at a time that is unfavorable to the Fund.

Exchange-Traded Funds (“ETFs”) - ETFs are investment companies whose shares are listed on a securities exchange and trade like a stock throughout the day. Certain ETFs use a “passive” investment strategy and will not attempt to take defensive positions in volatile or declining markets. ETFs that track particular indices typically will be unable to match the performance of the index exactly due to the ETF’s operating expenses and transaction costs, among other things. Other ETFs are actively managed (i.e., they do not seek to replicate the performance of a particular index). An actively managed ETF’s performance will reflect its adviser’s ability to make investment decisions that are suited to achieving the ETF’s investment objective. It is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of the Fund’s investment in the ETF could be substantially and adversely affected. Investments in ETFs are subject to a variety of risks, including risks associated with the underlying securities that the ETF holds. For example, the general level of stock prices may decline, thereby adversely affecting the value of the underlying common stock investments of the ETF and, consequently, the value of the ETF. Moreover, the market value of the ETF may differ from the value of its portfolio holdings because the market for ETF shares and the market for underlying securities are not always identical. Similar to investments in other investment companies, the Fund’s shareholders must bear not only their proportionate share of the Fund’s fees and expenses, but they also must bear indirectly the fees and expenses of the ETF. In addition, the ability of the Fund to meet its investment objective will directly depend on the ability of the ETFs to meet their investment objectives. The extent to which the investment performance and risks associated with the Fund correlate to those of a particular ETF will depend upon the extent to which the Fund’s assets are allocated from time to time for investment in the ETF, which will vary.

Before you invest in the Fund you should carefully evaluate the risks. Because of the nature of the Fund, you should consider the investment to be a long-term investment that typically provides the best results when held for a number of years.

Loss of some or all of the money you invest is a risk of investing in the Fund.

ADDITIONAL INVESTMENT INFORMATION

The following information supplements the information in the American Growth Fund, Inc. (the "Fund") Prospectuses under the heading Principal Investment Strategy.

The Fund is subject to certain fundamental restrictions on its investment policies, including the following:

1. No securities may be purchased on margin, the Fund may not sell securities short, and will not participate in a joint or joint and several basis with others in any securities trading account.

2. Not more than 5% of the value of the assets of the Fund at the time of investment may be invested in securities of any one issuer other than securities issued by the United States government.

3. Not more than 10% of any class of voting securities or other securities of any one issuer may be held in the portfolio of the Fund.

4. The Fund cannot act as an underwriter of securities of other issuers.

Series One SAI page 4


 

5. The Fund cannot borrow money except from a bank as a temporary measure for extraordinary or emergency purposes, and then only in an amount not to exceed 10% of its total assets taken at cost, or mortgage or pledge any of its assets.

6. The Fund cannot make or purchase loans to any person including real estate mortgage loans, other than through the purchase of a portion of publicly distributed debt securities pursuant to the investment policy of the Fund.

7. The Fund cannot issue senior securities or purchase the securities of another investment company or investment trust except in the open market where no profit to a sponsor or dealer, other than the customary brokers commission, results from such purchase (but the total of such investment shall not exceed 10% of the net assets of the Fund), or except when such purchase is part of a plan of merger or consolidation. The Fund may purchase securities of other investment companies in the open market if the purchase involves only customary broker´s commissions and only if immediately thereafter (i) no more than 3% of the voting securities of any one investment company are owned by the Fund, (ii) no more than 5% of the value of the total assets of the Fund would be invested in any one investment company, and (iii) no more than 10% of the value of the total assets of the Fund would be invested in the securities of such investment companies. Should the Fund purchase securities of other investment companies, the Fund´s shareholders may incur additional management and distribution fees.

8. The Fund cannot invest in the securities of issuers which have been in operation for less than three years if such purchase at the time thereof would cause more than 5% of the net assets of the Fund to be so invested, and in any event, any such investments must be limited to utility or pipeline companies.

9. The Fund cannot invest in companies for the purpose of exercising management or control.

10. The Fund cannot deal in real estate, commodities or commodity contracts.

11. In applying its restrictions on concentration of investments in any one industry, the Fund uses industry classifications based, where applicable, on Bridge Information Systems, Reuters, the S&P Stock Guide published by Standard & Poor’s, the O´Neil Database published by William O´Neil & Co., Inc., information obtained from Value Line, Bloomberg L.P. and Moody´s International, and/or the prospectus of the issuing company, and/or other recognized classification resources. Selection of an appropriate industry classification resource will be made by management in the exercise of its reasonable discretion. The Fund will not concentrate its investments in any particular industry nor will it purchase a security if, as a result of such purchase, more than 25% of its assets will be invested in a particular industry.

12. The Fund cannot invest in puts, calls, straddles, spreads or any combination thereof.

The foregoing policies can be changed only by approval of a majority of the outstanding shares of the Fund, which means the lesser of (i) 67% of the shares represented at a meeting at which more than 50% of the outstanding shares are present in person or by proxy, or (ii) more than 50% of the outstanding shares.

When the Fund makes temporary investments in U.S. Government securities, it ordinarily will purchase U.S. Treasury Bills, Notes, or Bonds. The Fund may make temporary investments in repurchase agreements where the underlying security is issued or guaranteed by the U.S. Government or an agency thereof. The Fund will not invest more than 10% of its assets in repurchase agreements maturing in more than seven days, or securities that are illiquid by virtue of the absence of a readily available market or legal or contractual restrictions on resale. The Fund will not invest in real estate limited partnership interests, other than interests in readily marketable real estate investment trusts. The Fund will not invest in oil, gas or mineral leases, or invest more than 5% of its net assets in warrants or rights, valued at the lower of cost or market, nor more than 2% of its net assets in warrants or rights (valued on the same basis) which are not listed on the New York or American Stock Exchanges.

Series One SAI page 5


 

TEMPORARY DEFENSIVE POSITION

If the Fund invests in fixed-income securities, for temporary defensive purposes, these securities generally are U.S. government obligations. If corporate fixed-income securities are used, the securities normally are rated A or higher by Moody´s Investor Service, Inc. (Moody´s) or A or higher by Standard & Poor’s (S&P). There is no maximum limit on the amount of fixed income securities in which the Fund may invest for temporary defensive purposes.

PORTFOLIO TURNOVER

Normal portfolio turnover for Series One is approximately 5%. In 2017 Series One sold some positions because, in the opinion of the Investment Committee, the portfolio had become too weighted and needed more diversification. These sales helped, in part, to increase Series One’s portfolio turnover to 11%.

DISCLOSUE OF PORTFOLIO HOLDINGS

The Fund’s portfolio information is publicly available: (1) at the time such information is filed with the SEC in a publicly available filing; and/or (2) when such information is posted on the Fund’s website. The Fund’s publicly available portfolio information, which may be provided to third parties without prior approval, are complete portfolio holdings disclosed in the Fund’s semi-annual or annual reports and filed with the SEC on Form N-CSR, and complete portfolio holdings disclosed in the Fund’s first and third quarter reports and filed with the SEC on Form N-Q.

The Fund’s President, in consultation with the CCO may grant exceptions to permit additional disclosure of Fund portfolio holdings information at differing times and with different lag times (the period from the date of the information to the date the information is made available), if any, in instances where the Fund has legitimate business purposes for doing so, it is in the best interests of Fund shareholders, and the recipients are subject to a duty of confidentiality, including a duty not to trade on the nonpublic information, and are required to execute an agreement to that effect. The Board will be informed of any such disclosures at its next regularly scheduled meeting or as soon as is reasonably practicable thereafter. In no event will the Fund, IRC, or any other party receive any direct or indirect compensation in connection with the disclosure of information about the Fund’s portfolio holdings. No person is authorized to disclose the Fund’s portfolio holdings or other investment positions except in accordance with the Fund’s policies and procedures.

The Board exercises continuing oversight of the disclosure of the Fund’s portfolio holdings by (1) overseeing the implementation and enforcement of the Fund’s portfolio holdings policies and procedures by the CCO and the Fund; (2) considering reports and recommendations by the CCO concerning any material compliance matters that may arise in connection with any portfolio holdings policies and procedures; and (3) considering whether to approve or ratify any amendment to any of the portfolio holdings policies and procedures. The Board and the Fund reserve the right to amend the policies and procedures in their sole discretion at any time and from time to time without prior notice to shareholders. Currently, the Fund has no ongoing arrangements or commitment to release non-public portfolio holdings to any individual or group.

MANAGEMENT OF THE FUND

The day-to-day operations of the Fund are managed by its officers subject to the overall supervision and control of the board of directors. The Fund´s Audit Committee meets annually and is responsible for reviewing the financial statements of the Fund. The following information about the interested directors2 the Fund includes their principal occupations for the past five years:

        Number of Other
    Term of     Directorships
Name, Position(s)     Portfolios in  
    Office1 and Principal Occupation(s)   Held by
Address, and Held with     Fund Complex  
    Length of During Past 5 Years   Director for the
Age Fund     Overseen by  
    Time Served     Past Five
 
        Director Years
 
 
Timothy E. Chairman,   Principal financial and   Director of
    Since April      
Taggart, 1636 President,   accounting officer, 2 World Capital
    2004      
Logan Street, Director and   employee of Adviser   Brokerage, Inc.

 

Series One SAI page 6


 

Denver, CO Treasurer since 1983. See below and Investment
DOB: October   for affiliation with Research
18, 1953   Distributor. Corporation

 

The following information about the non-interested directors, officers and advisors of the Fund includes their principal occupations for the past five years:

        Number of Other
    Term of     Directorships
Name, Position(s)     Portfolios in  
    Office1 and Principal Occupation(s)   Held by
Address, and Held with     Fund Complex  
    Length of During Past 5 Years   Director for the
Age Fund     Overseen by  
    Time Served     Past Five
 
        Director Years
 
 
Eddie R. Director, Audit        
 
Bush, 1400 W. Committee        
 
122nd Ave., Chairman Since      
Suite 100,     Certified Public    
  (financial September   2 None
Westminster,     Accountant    
  expert), Lead 1987      
 
CO DOB: Independent        
 
December 31, Director        
1939          
 
Darrell E.          
 
Bush, 2714          
 
West 118th          
 
Ave,   Since      
  Director September Accountant 2 None
 
Westminster,   2013      
CO DOB:          
 
February 19,          
 
1971          
 
Michael L.          
 
Gaughan,         World Capital
  Chief       Brokerage,
2001 Avenue   Since      
  Compliance   Employee of the Fund   Inc. and
D, Scottsbluff,   September   N/A  
  Officer and   since 1995.   Investment
NE DOB:   2004      
 
November 29, Secretary       Research
 
1967         Corporation
 
Patricia A.          
 
Blum, 1636         World Capital
Logan Street,   Since June Employee of the Fund    
  Vice President     N/A Brokerage,
 
Denver, CO   2013 since 2001.   Inc.
DOB: June 27,          
 
1959          

 

1. Trustees and officers of the fund serve until their resignation, removal or retirement.

2. Timothy Taggart is an "interested person" of the Fund as defined by the Investment Company Act of 1940 because of the following positions which he holds.

Timothy E. Taggart is the President, Treasurer and a Director of World Capital Brokerage, Inc. and is the President, Treasurer and a Director of Investment Research Corporation.

Timothy E. Taggart is president and a director of the Distributor and the president and a director of Investment Research Corporation.

Series One SAI page 7


 

Eddie R. Bush is the Fund’s Lead Independent Director. Mr. E. Bush is also the chairman of the Audit Committee as well as serves on the Nominating Committee and Qualified Legal Compliance Committee.

None of the above named persons received any retirement benefits or other form of deferred compensation from the Fund. There are no other funds that together with the Fund constitute a Fund Complex.

As of December 31, 2017, all officers and directors as a group (a total of 3) owned directly 10,302 of its shares or 0.31% of shares outstanding. Together, directly and indirectly, all the officers and directors as a group owned 21,316 shares or 0.64% of all shares outstanding.

As of December 31, 2017, officers, directors and members of the advisory board and their relatives owned of record and beneficially Fund shares with net asset value of approximately $468,126 representing approximately 2.72% of the total net assets of the Fund.

BOARD OF DIRECTORS

The management of the Fund believes that the business experience and educational background of the Fund´s Directors and Officers set forth above make these individuals well qualified to serve the Fund in the positions that they hold.

Timothy E. Taggart, Chairman, President and Director, has held his securities license since 1987. His knowledge of the securities industry is vast as owner and president of World Capital Brokerage, Inc., a registered Broker Dealer, and owner and president of Investment Research Corporation, a registered Investment Advisor. Mr. Taggart is also a member of the Investment Committee.

Eddie R. Bush is the Chairman of the Fund´s Audit Committee and is the Fund’s Lead Independent Director. He reviews and reports to the Board periodically on the validity of the accounting data provided to the Board.

It is the duty of the Fund Board to review in its oversight capacity, on a quarterly basis, the actions taken by Fund Management, including how management addressed any risk management issues confronting the Fund that arose during the previous quarter. This includes, in part, trade, expense and performance issues and data.

Darrell Bush, Fund Independent Director, Nominating Committee member and Qualified Legal Compliance Committee member is an accountant who offers the Fund, and the Audit Committee, his professional financial experience.

Under a standing item on the Agenda for each quarterly Fund Board meeting the Information provided to the Board by the management and staff of the Fund is used by the members of the Board to review and analyze risk(s) confronting the Fund on a quarterly basis. Each Director´s opinions, views and questions on risk management and any other issue concerning the Fund are directly communicated to the management and staff of the Fund, both at the quarterly Fund Board meetings and in necessary between board meetings, under the current leadership structure of the Fund Board.

Mr. E. Bush is a member of the Audit Committee whose main purpose is the review and oversight of the Fund´s financials. During the past fiscal year there were a total of three regular meetings held by the audit committee. Members of the Audit Committee are nominated and voted upon by the Board of Directors.

On September 23, 2010 an Investment Advisory Committee was formed with the purpose of offering investment advice to the senior portfolio manager of the Fund. The members of the Investment Advisory Committee are Timothy Taggart and Robert Fleck.

The Fund has a Nominating Committee comprised of all of its independent Directors. The purpose of the Nominating Committee is to nominate and interview individuals to serve on the Board of Directors. The Nominating Committee was formed in September of 2016 and did not hold any meetings in the fiscal year ended 2018. The Nominating Committee will consider shareholder suggestions of persons to be

Series One SAI page 8


 

considered as nominees to fill future vacancies on the board. Such suggestions must be sent in writing to the nominating committee of the fund, addressed to the fund’s secretary, and must be accompanied by complete biographical and occupational data on the prospective nominee, along with a written consent of the prospective nominee for consideration of his or her name by the committee.

The Fund has a Qualified Legal Compliance Committee. The Fund has designated its Audit Committee to serve as its Qualified Legal Compliance Committee. The Qualified Legal Compliance Committee reviews reports of evidence of a material violation of an applicable United States federal or state securities law, a material breach of fiduciary duty arising under United States federal or state law, or a similar material violation of any United States federal or state law (each, a “Material Violation”), determining whether an investigation is necessary with respect to any such report and, if deemed necessary or appropriate, investigating and recommending an appropriate response thereto. The Qualified Legal Compliance Committee was formed in September of 2016 and met one time, as part of the Audit Committee, during fiscal year end July 31, 2018.

Director Ownership of the Fund. The following table shows the amount of equity securities owned in the American Growth Fund family by the Directors as of the calendar year ended December 31, 2017.

        Aggregate Dollar Range of Equity
    Dollar Range of Equity Securities   Securities in All Registered
Name of Director       Investment Companies Overseen
    in the Fund   by Director in Family of Investment
        Companies
Interested Director        
Timothy E. Taggart $ 10,001 - $50,000 $ 10,001 - $50,000
Non-Interested Directors        
Eddie R. Bush $ 10,001 - $50,000 $ 10,001 - $50,000
Darrell Bush $ 0 $ 0

 

All officers, directors and members of the Fund’s board in the aggregate (a total of 3) received total compensation of $23,005, from the Fund in fiscal year 2018. Directors of the Fund were compensated at the rate of $400 and $500 per meeting attended, and the board members who are members of the audit committee receive an additional $100 per meeting.

Out-of-town directors are also reimbursed for their travel expenses to meetings.

        Pension or       Total
Name of Person,   Aggregate   Retirement   Estimated Annual   Compensation
Position   Compensation   Benefits Accrued   Benefits Upon   From Fund and
    From Fund   As Part of Fund   Retirement   Fund Complex
        Expenses       Paid to Directors
 
 
Eddie R. Bush $ 14,923.80 $ 0 $ 0 $ 15,599.53
Independent Director                
 
 
Darrell Bush $ 8,081.58 $ 0 $ 0 $ 8,456.41
Independent Director                
 
Timothy Taggart                
Interested Director $ 0 $ 0 $ 0 $ 0
and President                

 

Series One SAI page 9


 

In addition to the amounts disclosed in the table, the Fund makes payments to Mr. Taggart for other services, and if those amounts are included, the total compensation paid to Mr. Taggart by the Fund is $83,955.17.

During the year ended July 31, 2018, Messrs. Taggart, E. Bush, and D. Bush were the only directors serving during that year.

The Fund, its Investment Adviser (Investment Research Corporation) and its underwriter (World Capital Brokerage, Inc.) have adopted a Code of Ethics under rule 17j-1 of the Investment Company Act. These Code of Ethics contain guidelines for purchasing securities that are held by the Fund and are available by contacting the Fund at 800-525-2406.

PROXY VOTING POLICIES

For proxy votes cast on behalf of American Growth Fund:

Investment Research Corporation ("the adviser"), the investment adviser of the Fund, has a fiduciary duty to act solely in the best interests of the Fund. As it relates to proxy voting, the adviser recognizes that it must vote Fund securities in a timely manner and make voting decisions that are in the best interests of the Fund.

The following are general policies of the adviser with respect to proxy voting but the adviser does reserve the right to depart from these policies, if such a departure is in the best interests of the Fund and its shareholders.

Election of Directors: Unless we are aware of extenuating circumstances, such as a proxy fight for board seats, the adviser will generally vote in favor of management´s slate of directors.

Appointment of Auditors: The adviser will generally vote in favor of the auditors recommended by management.

Changes In Capital Structure: The adviser will generally vote in accordance with management´s recommendation unless other information indicates that the Fund´s interests are better served by a vote against the proposal.

Other Proxy Issues: The adviser will consider other proxy issues on a case by case basis with the Fund´s interests determining the vote.

Conflicts of Interest: The adviser recognizes that there may be situations where a proxy issue presents a conflict of interest between the interest of the Fund and the adviser´s representative casting the proxy vote. If a conflict exists, any votes inconsistent with this policy will be submitted to the Fund´s Board of Directors for review and approval.

The President of the Fund is responsible for voting all proxies. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 800-525-2406 or through the Fund´s website at www.americangrowthfund.com and on the Security and Exchange Commission´s website at http://www.sec.gov.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Control Persons. No person controls more the 25% of the Fund´s voting securities.

Management Ownership. All officers and directors own a combined total of 0.31% of Fund shares.

INVESTMENT ADVISORY AGREEMENT

Since the organization of the Fund in 1958, its investment adviser for Class A, Class B, Class C and Class D shares, since share inception, has been Investment Research Corporation ("IRC"), 1636 Logan Street, Denver, Colorado 80203.

Under the terms of its advisory agreement with the Fund, the Adviser is paid an annual fee of one percent of the Fund´s average net assets up to $30,000,000 of such assets and three-fourths of one percent of such assets above $30,000,000. This fee and all other expenses of the Fund are paid by the Fund. The -fee is computed daily based on the assets and paid on the fifth day of the ensuing month. For this fee the Adviser manages the portfolio of the Fund and furnishes such statistical and analytical information as the Fund may reasonably require.

Series One SAI page 10


 

IRC will obtain assistance from employees of World Capital Advisors ("WCA"), who will be acting in the capacity of employees of IRC, in managing Series One and Series Two. In return for receiving such services IRC pays those employees up to the full amount of its investment advisory fee.

The advisory agreements require the Fund to pay its own expenses subject to the limitations set by the securities laws in effect from time to time in the states in which the Fund´s securities are then registered for sale or are exempt from registration and offered for sale. The categories of expenses paid by the Fund are set forth in detail in the Fund´s financial statements. Currently the Fund´s securities are either registered for sale or are exempt from registration and offered for sale in all fifty states, the District of Columbia and the Commonwealth of Puerto Rico.

Total advisory fees paid by the Fund to the Investment Research Corporation in fiscal years 2016, 2017 and 2018 were $171,486, $153,768 and $142,413 resulting in management fees of 1.00%, 1.00% and 1.00% of average net assets, respectively.

The advisory agreement will continue from year to year so long as such continuance is specifically approved annually either by the vote of the entire board of directors of the Fund or by the vote of a majority of the outstanding shares of the Fund, and in either case by the vote of a majority of the directors who are not interested persons of the Fund or the Adviser cast in person at a meeting called for the purpose of voting on such approval. The advisory agreement may be canceled without penalty by either party upon 60 days’ notice and automatically terminates in the event of assignment.

PRINCIPAL UNDERWRITER

World Capital Brokerage, Inc., at 1636 Logan Street, Denver, CO 80203, is the underwriter and distributor for the Fund. Timothy E. Taggart is the President and a Director of the Underwriter.

Total fees paid to the Underwriter/Distributor for the fiscal years 2016, 2017 and 2018 were $3,341, $3,623 and $7,703, respectively.

SERVICE AGREEMENTS

The Fund´s Transfer Agent is Fund Services, Inc. and was paid, $56,626 for the 2016 fiscal year, $59,059 for the 2017 fiscal year and $97,663 for the 2018 fiscal year.

UMB Bank is the Fund´s Custodian. For the fiscal years 2016, 2017 and 2018 total fees paid to the Custodian were $10,688, $11,983 and $18,668, respectively.

Tait, Weller and Baker LLP is the Fund´s auditors. For the fiscal years 2016, 2017 and 2018 total fees paid to the Auditor were $33,600, $33,600 and $34,528, respectively.

OTHER INVESTMENT ADVICE No other person advises the Fund.

DEALER REALLOWANCES. No front-end sales loads were reallowed to dealers.

RULE 12b-1 PLANS The Fund´s directors have adopted separate 12b-1 plans for Class A, B and C that allow each class to pay distribution fees for the sales and distribution of its shares. Class A shares are subject to an annual 12b-1 fee no greater than 0.30% of average net assets. For approximately seven years after you buy Class B shares, they are subject to annual 12b-1 fees no greater than 1% of average daily net assets, of which 0.25% are service fees paid to the Distributor, dealers or others for providing services and maintaining accounts. Class C shares are subject to an annual 12b-1 fee which may not be greater than 1% of average daily net assets, of which 0.25% is service fees and 0.75% is distribution fees paid to the distributor, dealers or others for providing personal services and maintaining shareholder accounts.

For the fiscal year ended July 31, 2018 principal types of activities for which payments were made, including those amounts, are;

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Type   Amount  
Advertising $ 0  
Printing and mailing of prospectuses to other than $ 0  
current shareholders      
Compensation to the Underwriter $ 7,585  
Compensation to the Broker-Dealer $ 41,621 *
Compensation to sales personnel $ 0  
Interest, carrying, or other financial charges $ 0  
Other (specify) $ 0  

 

*Of which $118 was retained by the distributor.

In addition to the for mentioned service fees, the 12b-1 plan allows for reimbursement to the Distributor of expenses incurred. Expenses are reimbursed on an ongoing basis, subject to review by the board of directors and do not carryover from year to year.

The Fund does not participate in any joint distribution activities.

No affiliated person of the Fund has a direct or indirect financial interest in the operation of the 12b-1 plan or related agreements.

The Fund anticipates the 12b-1 plan to provide the Fund and its shareholders with a high level of service. The 12b-1 plan is subject to the review of the board of directors quarterly.

OTHER SERVICE PROVIDERS

No other person provides significant administrative or business affairs management services for the Fund.

SECURITES LENDING

During the last fiscal year, the Fund did not lend any securities and therefor does not have any revenue from such activities to report.

PORTFOLIO MANAGERS

The Fund is managed by an Investment Committee made up of; Timothy Taggart, the Fund´s President who has been a member of the Investment Committee since capacity since April of 2011, and Robert Fleck, employee of the Adviser who has acted in this capacity since April of 2011. Neither individual receives any direct compensation, salary, bonus, deferred compensation, retirement plans or other arrangements. Neither individual manages any other funds. As of 12/31/2017 Mr. Taggart owned between $10,001 – 50,000 of Series One Fund shares. Mr. Fleck owned over $100,000 of Series One Fund shares.

DISTRIBUTION OF SHARES

The Fund´s distributor is World Capital Brokerage, Inc., (WCB or the Distributor) 1636 Logan Street, Denver, Colorado 80203, which continuously sells the Funds shares to dealers and directly to investors. The offering of the Funds shares is subject to withdrawal or cancellation at any time. The Fund and the Distributor reserve the right to reject any order for any reason.

The Fund offers four classes of shares with a par value $.01 per share. The shares are fully paid and non-assessable when issued. The Fund offers four classes of shares; Class A, Class B, Class C and Class D shares of the Fund represent an identical interest in the investment portfolio. All four classes of the Fund have the same rights, except that Class A, Class B, and Class C shares bear the expenses of ongoing service fees and distribution fees, Class B, and Class C may bear the additional incremental transfer agency costs resulting from the deferred sales charge arrangements, and Class B shares have a conversion feature. The fees that are imposed on Class A, Class B, and Class C shares are imposed directly against those classes and not against all assets of the Funds and, accordingly, such charges do not affect the net asset value of any other class or have any impact on investors choosing another sales charge option. Dividends paid by the Fund for each class of shares are calculated in the same manner at the same time and will differ only to the extent that distribution and service plan fees and any incremental transfer agency or other costs relating to a particular class are borne exclusively by that class. Class A,

Series One SAI page 12


 

Class B, and Class C shares each have exclusive voting rights with respect to the distribution and service plan adopted with respect to such class pursuant to which distribution and service plan fees are paid, except that because Class B and C shares convert automatically to Class A shares approximately seven years after issuance. The distribution and service plan for Class A shares is also subject to the right of Class B and C shareholders to vote with respect to it.

The Fund has entered into separate distribution agreements with the Distributor in connection with the offering of each class of shares of the Fund (the "Distribution Agreements"). The Distributor has made no firm commitment to take any Fund shares from the Fund and is permitted to buy only sufficient shares to fill unconditional orders placed with it by investors and selected investment dealers. The Distribution Agreements obligate the Distributor to pay certain expenses in connection with the offering of each class of shares of the Fund. After the prospectuses, statements of additional information and periodic reports have been prepared, set in type and mailed to shareholders, the Distributor pays for the printing and distribution of copies thereof used in connection with the offering to dealers and investors. The Distributor also pays for other supplementary sales literature and advertising costs.

Fund shares may be purchased at the public offering price through the Distributor or through broker-dealers who are members of the Financial Industry Regulatory Authority who have sales agreements with the Distributor. The Prospectus contains information concerning how the public offering price of the Funds shares is determined. The Distributor allows dealers discounts or concessions from the applicable public offering price on Class A, and Class D shares. Concessions are alike for all dealers in the United States and its territories, but the Distributor may pay additional compensation for special services. On direct sales to customers through its own sales representatives, the Distributor pays to them such portion of the sales commission as it deems appropriate.

Initial Sales Alternatives - Class A and Class D Shares. The gross sales charges for the sale of Class D shares for the fiscal years ended July 31, 2016, 2017, and 2018 were $2,789, $208 and $5,230 (of which $4,412 were paid for dealer commissions and $818 were paid to the underwriter) respectively. The gross sales charges for the sale of Class A shares for the fiscal years ended July 31, 2016, 2017, and 2018 were $18,222, $23,833 and $43,977 (of which $37,210 were paid for dealer commissions and $7,767 were paid to the underwriter) respectively. For the fiscal years ended July 31, 2016, 2017, and 2018, for the sale of Class D shares the Distributor retained $581, $138 and $911 (of which $93 were retained for the dealer commission and $818 were retained for the underwriter) respectively, as its portion of commissions paid by purchasers of the Fund´s shares after allowing as concessions to other dealers $2,208, $70 and $4,318.54 respectively. For the fiscal years ended July 31, 2016, 2017, and 2018, for the sale of Class A shares the Distributor retained $2,849, $3,621 and $6,792 (of which $25 were retained for dealer commissions and $6,767 were retained for the underwriter) respectively, as its portion of commissions paid by purchasers of the Fund´s shares after allowing as concessions to other dealers $15,373, $20,212 and $37,185 respectively.

The following sample calculation of the public offering price of one Class A Class B, Class C and Class D share of the Fund is based on the net asset value of one Class A and Class D share as of July 31, 2018 and a transaction with an applicable sales charge at the maximum rate of 5.75%.

Net asset value per   Class D   Class A   Class B   Class C
share                
Total net                
assets/Total shares $ 5.61 $ 5.28 $ 4.48 $ 4.47
outstanding)                
 
(5.75% of offering   0.34   0.32   0.00   0.00
price)                
 
Maximum offering $ 5.95 $ 5.60 $ 4.48 $ 4.47
price per share                

 

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Investment Plans. Investors have flexibility in the purchase of shares under the Fund´s investment plans. They may make single, lump-sum investments and they may add to their accounts on a regular basis, including through reinvestment of dividends and capital gains distributions.

An investor may elect on his application to have all dividends and capital gains distributions reinvested or take income dividends in cash and have any capital gains distributions reinvested. An investor may also retain the option of electing to take any year´s capital gains distribution in cash by notifying the Fund of his choice to do so in writing.

The Internal Revenue Code of 1986, as amended (the “Code”) contains limitations and restrictions upon participation in all forms of qualified plans and for contributions made to retirement plans for tax years beginning after December 31, 1986. Consultation with an attorney or a competent tax advisor regarding retirement plans is recommended. A discussion of the various qualified plans offered by the Fund is contained elsewhere in this Statement of Additional Information.

Investor´s Right of Accumulation. For Class A and Class D shareholders the value of all assets held the day an order is received which qualifies for rights of accumulation may be combined to determine the aggregate investment of any person in ascertaining the sales charge applicable to each subsequent purchase. For example, for any person who has previously purchased and still holds Class A or Class D shares, respectively, with a value (at current offering price) of $20,000 on which he paid a charge of 5.75% and subsequently purchases $80,000 of additional Class A or Class D shares, respectively, the charge applicable to the trade of $80,000 would be 3.50%.

The Distributor must be notified by the shareholder when a purchase takes place if the shareholder wishes to qualify for the reduced charge on the basis of previous purchases. The reduced sales charge is inapplicable to income dividends and capital gain distributions which are reinvested at net asset value. The reduced charge is subject to confirmation of the investor’s holdings through a check of the Funds records.

Letter of Intent. For Class A and Class D shareholders any person (as defined under Calculation of Net Asset Value) may sign a letter of intent covering purchases to be made within a period of thirteen months (which may include the preceding 90 days) and thereby become eligible for the reduced sales charge applicable to the total amount purchased, provided such amount is not less than $50,000. After a letter of intent is established, each future purchase will be made at the reduced sales charge applicable to the intended dollar amount noted on the application. Reinvestment of income dividends and capital gains distributions is not considered a purchase hereunder. If, within the 13-month period, ownership of the designated class of Fund shares does not reach the intended dollar amount, the difference between what you paid for such shares and the amount which would have been paid for them must be promptly paid as if the normal sales commission applicable to such purchases had been charged. The difference between the sales charge as applied to a regular purchase and the sales charge as applied on the letter of intent will be held in escrow in the form of shares (computed to the nearest full share) and can be retained by the Fund. If during the 13-month period the intended dollar amount is increased, a new or revised letter of intent must be signed and complied with to receive a further sales charge reduction. This reduction will apply retroactively to all shares theretofore purchased under this letter.

Automatic Investment Plan. After making an initial investment, a shareholder may make additional purchases at any time either through the shareholder´s securities dealer, or by mail directly to the transfer agent. Voluntary accumulation also can be made through a service known as the Fund´s Automatic Investment Plan whereby the Fund is authorized through pre-authorized checks or automated clearing house debits to charge the regular bank account of the shareholder on a regular basis to provide systematic additions to the account of such shareholder.

Deferred Sales Charges. As discussed in the Prospectuses, Class B shares redeemed within seven years of purchase, Class C shares redeemed within one year of purchase, and certain purchases of Class A and Class D shares at net asset value and redeemed within one year of purchase, are each subject to a Contingent Deferred Sales Charge. However, under most circumstances, the charge is

Series One SAI page 14


 

waived on redemptions in connection with certain post-retirement withdrawals from an IRA or other retirement plan or following the death or disability of a shareholder. Redemptions for which the waiver applies are: (a) any partial or complete redemption in connection with a distribution following retirement under a tax-deferred retirement plan or attaining age 59 1/2 in the case of an IRA or other retirement plan, or part of a series of equal periodic payments (not less frequently than annually) made for life (or life expectancy) or any redemption resulting from the tax-free return of an excess contribution to an IRA; or (b) any partial or complete redemption following the death or disability (as defined in the Internal Revenue Code) of a shareholder (including one who owns the shares as joint tenant with his or her spouse), provided the redemption is requested within one year of the death or initial determination of disability. The contingent deferred sales charge (CDSC) is waived on redemption of shares in connection with a Systematic Withdrawal Plan where the total withdrawal is less than 12% of the previous year value or of the original purchase, whichever is greater.

For the fiscal year ended July 31, 2018, the Distributor received CDSCs of $301, with respect to redemptions of Class B shares, all of which was paid to the Distributor. For the fiscal year ended July 31, 2018 the Distributor received CDSCs of $214 with respect to redemptions of Class C shares.

From time to time the Distributor may pay a finder´s fee to Selling Group Members not to exceed 1% of the purchase for net asset value trades over one million dollars.

Intermediary-Defined Sales Charge Waiver Policies

The availability of certain initial or deferred sales charge waivers and discounts may depend on the particular financial intermediary or type of account through which you purchase or hold Fund shares. Intermediaries may have different policies and procedures regarding the availability of front-end sales load waivers or contingent deferred (back-end) sales load (“CDSC”) waivers, which are discussed below. In all instances, it is the purchaser’s responsibility to notify the fund or the purchaser’s financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. For waivers and discounts not available through a particular intermediary, shareholders will have to purchase fund shares directly from the fund or through another intermediary to receive these waivers or discounts.

Raymond James & Associates, Inc., Raymond James Financial Services, Inc., & Raymond James affiliates (“Raymond James”) Effective March 1, 2019, shareholders purchasing fund shares through a Raymond James platform or account will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s prospectus or SAI.

Front-end sales load waivers on Class A shares available at Raymond James

s Shares purchased in an investment advisory program.
s Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when
purchasing shares of the same fund (but not any other fund within the fund family).
s Employees and registered representatives of Raymond James or its affiliates and their family members
as designated by Raymond James.
s Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the
repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the
same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as
Rights of Reinstatement).
s A shareholder in the Fund’s Class C shares will have their shares converted at net asset value to Class
A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and
the conversion is in line with the policies and procedures of Raymond James.

CDSC Waivers on Classes A, B and C shares available at Raymond James
s Death or disability of the shareholder.
s Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus.
s Return of excess contributions from an IRA Account.
s Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the

Series One SAI page 15


 

shareholder reaching age 70½ as described in the fund’s prospectus.
s Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James.
s Shares acquired through a right of reinstatement.

Front-end load discounts available at Raymond James: breakpoints, and/or rights of accumulation
s Breakpoints as described in this prospectus.
s Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically
calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s
household at Raymond James. Eligible fund family assets not held at Raymond James may be included
in the rights of accumulation calculation only if the shareholder notifies his or her financial advisor about
such assets.

AUTOMATIC CASH WITHDRAWAL PLAN

The Automatic Withdrawal Plan is designed as a convenience for those shareholders wishing to receive a stated amount of money at regular intervals from their investment in shares of the Fund. A Plan is opened by completing an application for such Plan and surrendering to the Fund all certificates issued to the investor for Fund shares. No minimum number of shares or minimum withdrawal amount is required. Withdrawals are made from investment income dividends paid on shares held under the Plan and, if these are not sufficient, from the proceeds from redemption of such number of shares as may be necessary to make periodic payments. As such redemptions involve the use of capital, over a period of time they will very likely exhaust the share balance of an account held under a Plan and may result in capital gains taxable to the investor. Use of a Plan cannot assure realization of investment objectives, including capital growth or protection against loss. Price determinations with respect to share redemptions are generally made on the 23rd of each month or the next business day thereafter. Proceeds from such transactions are generally mailed three business days following such transaction date.

Withdrawals concurrent with purchases of additional shares may be inadvisable because of duplication of sales charges. Single payment purchases of shares in amounts less than $5,000 in combination with a withdrawal plan will not ordinarily be permitted. No withdrawal plan will be permitted if the investor is also a purchaser under a continuous investment plan. Either the owner or the Fund may terminate the Plan at any time, for any reason, by written notice to the other.

Investment income dividends paid on shares held in a withdrawal plan account will be credited to such account and reinvested in additional Fund shares. Any optional capital gains distributions will be taken in shares, which will be added to the share balance held in the Plan account. Dividends and distributions paid into the Plan account are taxable for federal income tax purposes.

RETIREMENT PLANS

The Fund makes available retirement plan services to all classes of its shares. Investors in the Fund can establish accounts in any one of the retirement plans offered by the Fund. Each participant in a retirement plan account is charged a $20 annual service fee to offset expenses incurred in servicing such accounts. Dividends and capital gains distributions are automatically reinvested. Under each of the plans, the Fund´s retirement plan custodian or successor custodian provides custodial services required by the Code, including the filing of reports with the Internal Revenue Service (“IRS”). Consultation with an attorney or competent tax advisor is recommended before establishing any retirement plan. Brochures which describe the following retirement plans and contain IRS model or prototype plan documents may be obtained from the Distributor. The Distributor, in its sole discretion, may reimburse a Fund shareholder for any penalties which the shareholder may incur in transferring assets from a retirement plan established with a third party to one or more of the retirement plans offered by the Fund. No such reimbursement shall exceed the amount of the dealer concession which the Distributor would otherwise pay to a dealer in conjunction with the investment by the shareholders in the Funds retirement plan(s).

INDIVIDUAL RETIREMENT ACCOUNTS. The Fund makes available a model Individual Retirement Account (IRA) under Section 408(a) of the Code on IRS Form 5305-A. A qualified individual may invest annually in an IRA. Persons who are not eligible to make fully deductible contributions will be able to

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make non-deductible contributions to their IRAs, subject to limits specified in the Code, to the extent that deductible contributions are not allowed. IRA earnings on non-deductible, as well as deductible, contributions will accumulate tax deferred. An IRA account may also be established in a tax-free roll-over transfer within 60 days of receipt of a lump sum distribution from a qualified pension plan resulting from severance of employment or termination by the employer of such a plan.

The Code provides for penalties for violation of certain of its provisions including, but not limited to, contributions in excess of the stipulated limitations, improper distributions and certain prohibited transactions. To afford plan holders the right of revocation described in the IRA disclosure statements, investments made in a newly established IRA may be canceled within seven days of the date the plan holder signed the Custodial Agreement by writing the Fund´s retirement plan custodian.

SIMPLIFIED EMPLOYEE PENSION PLANS. The Fund makes available model Simplified Employee Pension Plans (SEPs) on IRS Form 5305-SEP and Salary Reduction Simplified Employee Pension Plans (SARSEPs) on IRS Form 5305A-SEP. By adopting a SEP, employers may contribute to each eligible employees own IRA. Commencing with tax years beginning after December 31, 1986, salary reduction contributions may be made to SEPs maintained by employers meeting certain qualifications specified in the Code.

TEACHER AND NON-PROFIT EMPLOYEE RETIREMENT PLAN. Employees of tax exempt, charitable, religious and educational organizations described in Section 501(c)(3) of the Code, and employees of public school systems and state and local educational institutions, may establish a retirement plan under Section 403(b) of the Code.

PROTOTYPE MONEY PURCHASE AND PROFIT-SHARING PENSION PLANS. Available generally to employers, including self-employed individuals, partnerships, subchapter S corporations and corporations.

DISTRIBUTION PLANS

Reference is made to Purchase of Shares--Distribution Plans in the Prospectuses for certain information with respect to separate distribution plans for Class A, Class B, and Class C shares pursuant to Rule 12b-1 under the Investment Company Act of the Fund (each a "Distribution Plan") and with respect to the shareholder service and distribution fees paid by the Fund to the Distributor with respect to such classes.

Payments of the shareholder service fees and/or distribution fees are subject to the provisions of Rule 12b-1 under the Investment Company Act of 1940. Among other things, each Distribution Plan provides that the Distributor shall provide and the Directors shall review quarterly reports of the disbursement of the service fees and/or distribution fees paid to the Distributor. In their consideration of each Distribution Plan, the Directors must consider all factors they deem relevant, including information as to the benefits of the Distribution Plan to the Fund and its related class of shareholders. Each Distribution Plan further provides that, so long as the Distribution Plan remains in effect, the selection and nomination of Directors who are not interested persons of the Fund, as defined in the Investment Company Act (the Independent Directors), shall be committed to the discretion of the Independent Directors then in office. In approving each Distribution Plan in accordance with Rule 12b-1, the Independent Directors considered the potential benefits that the Distribution Plans could provide to the Fund and the respective classes and their shareholders, and concluded that there is reasonable likelihood that such Distribution Plan will benefit the Fund and its shareholders. Each Distribution Plan can be terminated at any time, without penalty, by the vote of a majority of the Independent Directors or by the vote of the holders of a majority of the outstanding voting securities of the applicable class. A Distribution Plan cannot be amended to increase materially the amount to be spent there under without the approval of the applicable class of shareholders, and all material amendments are required to be approved by the vote of Directors, including a majority of the Independent Directors who have no direct or indirect financial interest in such Distribution Plan, cast in person at a meeting called for that purpose. Rule 12b-1 further requires that the Fund preserve copies of each Distribution Plan and any report made pursuant to such plan for a period of not less than six years from the date of such Distribution Plan or such report, the first two years in an easily accessible place.

Series One SAI page 17


 

For the fiscal year ended July 31, 2018, the Fund paid the Distributor $24,225 (based on an average net assets relating to the Class A shares of approximately $8,077,090) pursuant to the Class A Distribution Plan, $23,467 of which was paid to other broker-dealers for providing account maintenance and distribution-related services in connection with the Class A shares and $758 was retained by the Distributor. For the fiscal year ended July 31, 2018, the Fund paid the Distributor $1,707 (based on average net assets relating to the Class B shares of approximately $170,725) pursuant to the Class B Distribution Plan, $389 of which was paid to other broker-dealers of which $1,318 (of which $1,318 was reimbursement for CDSC advance commissions and $0 was for providing account maintenance and distribution-related services) was retained by the distributor. For the fiscal year ended July 31, 2018, the Fund paid the Distributor $26,844 (based on average net assets relating to the Class C shares of approximately $2,684,064) pursuant to the Class C Distribution Plan, $24,078 of which was paid to other broker-dealers for providing account maintenance and distribution-related services in connection with the Class C shares and $2,766 (of which $2,605 was reimbursement for CDSC advance commissions and $161 was for providing account maintenance and distribution-related services) was retained by the Distributor. At July 31, 2018, the net assets of the Fund subject to the Class B Distribution Plan aggregated approximately $169,737. At this net asset level, the annual fee payable pursuant to the Class B Distribution Plan would aggregate approximately $1,697. At July 31, 2018, the net assets of the Fund subject to Class C Distribution Plan approximated $2,592,494. At this asset level, the annual fee payable pursuant to the Class C Distribution Plan would approximate $25,925.

Net Asset Value Purchases of Class A Shares. Class A shares of the Fund may be purchased at net asset value through certain organizations (which may be broker-dealers, banks or other financial organizations)(Processing Organizations) which have agreed with the Distributor to purchase and hold shares for their customers. A Processing Organization may require persons purchasing through it to meet the minimum initial or subsequent investments, which may be higher or lower than the Fund´s minimum investments, and may impose other restrictions, charges and fees in addition to or different from those applicable to other purchasers of shares of the Fund. Investors contemplating a purchase of Fund shares through a Processing Organization should consult the materials provided by the Processing Organization for further information concerning purchases, redemptions and transfers of Fund shares as well as applicable fees and expenses and other procedures and restrictions. Certain Processing Organizations may receive compensation from the Adviser and the Distributor.

Class A shares of the Fund may also be purchased at net asset value by an investment adviser registered with the Securities and Exchange Commission or appropriate state authorities who clears such Fund transactions through a broker-dealer, bank or trust company (each of which may impose transaction fees with respect to such transactions) and who either purchases shares for its own account or for accounts for which the investment adviser is authorized to make investment decisions. Such investment advisers may impose charges and fees on their clients for their services, which charges and fees may vary from investment adviser to investment adviser.

Class A shares may be offered at net asset value in connection with the acquisition of assets of other investment companies. Class A shares also are offered at net asset value, without sales charge, to an investor who has a business relationship with an American Growth Fund Distribution Plan, if certain conditions set forth in the Statement of Additional Information are met.

The Fund also sells its Class A shares at net asset value in connection with a qualified rollover of assets held in a previously existing tax-exempt retirement plan (including an IRA, 401(k) plan or 403(b) plan) through broker-dealers who have entered into an agreement with the Underwriter relating to such rollovers.

BROKERAGE

Decisions to buy and sell securities for the Fund, assignment of its portfolio business, and negotiation of its commission rates, where applicable, are made by the Fund´s securities order department. The Fund does not have any agreement or arrangement to use any particular broker for its portfolio transactions. The Fund´s primary consideration in effecting a security transaction will be execution at the most favorable price. When selecting a broker-dealer to execute a particular transaction, the Fund will take the

Series One SAI page 18


 

following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis; sales of Fund shares; and the value of brokerage, research and other services provided by the broker-dealer. The commission charged by a broker may be greater than the amount another firm might charge if the management of the Fund determines in good faith that the amount of such commissions is reasonable in relation to the value of the brokerage and research services provided by such broker.

Portfolio transactions placed through dealers serving as primary market makers are effected at net prices, without commission as such, but which include compensation to the dealer in the form of mark up or mark down. In certain instances the Fund may make purchases of underwritten issues at prices which include underwriting fees. When making purchases of underwritten issues with fixed underwriting fees, the Fund may designate broker-dealers who have agreed to provide the Fund with certain statistical, research, and other information, or services which are deemed by the Fund to be beneficial to the Fund´s investment program. With respect to money market instruments, the Fund anticipates the portfolio securities transactions will be effected with the issuer or with a primary market maker acting as principal for the securities on a net basis (without commissions).

Any statistical or research information furnished to the Adviser may be used in advising its other clients. Generally, no specific value can be determined for research and statistical services furnished without cost to the Fund by a broker-dealer. The Fund is of the opinion that the material is beneficial in supplementing research and analysis provided by the Fund´s Adviser.

The Fund may use affiliated brokers, as that term is defined in the Investment Company Act, if in the Adviser´s best judgment based on all relevant factors, the affiliated broker is able to implement the policy of the Fund to obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable price obtainable) of such transactions. The Adviser need not seek competitive commission bidding but is expected to minimize the commissions paid to the extent consistent with the interest and policies of the Fund as established by its Board of Directors. Purchases of securities from underwriters include a commission or concession paid by the issuer to the underwriter, and purchases from dealers include a spread between the bid and asked price.

The Fund paid total brokerage commissions of $0, $0, and $0 in fiscal years 2016, 2017, and 2018, respectively. The Fund did not purchase securities offered by any broker-dealer that executed portfolio transactions during such fiscal years. The Fund paid brokerage commissions of $0, $0, and $0 in fiscal years 2016, 2017 and 2018 to World Capital Brokerage, the distributor and an affiliate of the Fund. Commissions and sales charges paid by investors on the purchase of Fund shares totaled $21,293, $24,041 and $49,207 in fiscal years 2016, 2017, and 2018 respectively, of which $127, $3,758 and $7,703 were retained by World Capital Brokerage. The aggregate dollar amount of transactions effected through World Capital Brokerage involving the payment of commissions represented 100% of the aggregate dollar amount of all transactions involving the payment of commissions during fiscal year 2018.

While some stocks considered in the opinion of management to be least sensitive to business declines will be maintained as long term holdings, others considered most sensitive to such declines will be sold whenever in management´s judgment economic conditions may be in for a major decline. Resulting funds may be temporarily invested in United States Government securities, high-grade bonds and high-grade preferred stocks, until management believes business and market conditions indicate that reinvestment in common stocks is desirable. The portfolio turnover rate of the Fund for the fiscal years ended July 31, 2016, 2017, and 2018 was 3%, 15% and 11%, respectively.

CALCULATION OF NET ASSET VALUE

The Fund offers its shares continuously to the public at their net asset value next computed after receipt of the order to purchase plus any applicable sales charge. Net asset value is determined as of the close of business on the New York Stock Exchange each day the Exchange is open for trading, and all purchase orders are executed at the next price that is determined after the order is received. Orders received and properly time-stamped by dealers and received by the Distributor prior to 2:00 p.m. Denver

Series One SAI page 19


 

time on any business day will be confirmed at the public offering price effective at the close on that day. Orders received after such time will be confirmed at the public offering price determined as of the close of the Exchange on the next business day. It is the responsibility of the dealers to remit orders promptly to the Distributor. The New York Stock Exchange is closed on the following holidays: New Year´s Day, Martin Luther King Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

In determining net asset value, securities traded on the New York Stock Exchange or other stock exchange approved for this purpose by the board of directors will be valued on the basis of the closing sale thereof on such stock exchange, or, if such sale is lacking, at the mean between closing bid and asked prices on such day. If no bid and asked prices are quoted for such day or information as to New York or other approved exchange transactions is not readily available, the security will be valued by reference to recognized composite quotations or such other method as the board of directors in good faith deems will reflect its fair market value. Securities not traded on any stock exchange but for which market quotations are readily available are valued on the basis of the mean of the last bid and asked prices. Short-term securities are valued at the mean between the closing bid and asked prices or by such other method as the board of directors determines to reflect their fair market value. The board of directors in good faith determines the manner of ascertaining the fair market value of other securities and assets.

The net asset price of Fund shares will be computed by deducting total liabilities from total assets. The net asset value per share will be ascertained by dividing the Fund´s net assets by the total number of shares outstanding, exclusive of treasury shares and shares tendered for redemption the redemption price of which has been determined. Adjustment for fractions will be made to the nearest cent.

The per share net asset value of Class A, Class B, and Class C shares generally will be lower than the per share net asset value of the Class D shares reflecting the daily expense accruals of the service, distribution and higher transfer agency fees applicable with respect to the Class A, Class B, and Class C shares. The per share net asset value of the Class B and Class C shares generally will be lower than the per share net asset value of Class A shares reflecting the daily expense accruals of the service and distribution fees and higher transfer agency fees applicable with respect to Class B and Class C shares of the Fund. It is expected, however, that the per share net asset value of the classes will tend to converge (although not necessarily meet) immediately after the payment of dividends or distributions, which will differ by approximately the amount of the expense accrual differential between the classes.

DIVIDENDS, DISTRIBUTIONS AND TAXES

As a “regulated investment company” under the Code, the Fund is subject to three tests: the income test, the asset diversification test, and the distribution test. In some circumstances, the character and timing of income realized by the Fund for purposes of the income test or the identification of the issuer for purposes of the asset diversification test is uncertain under current law with respect to a particular investment, and an adverse determination or future guidance by the IRS with respect to such type of investment may adversely affect the Fund’s ability to satisfy these tests. In other circumstances, the Fund may be required to sell portfolio holdings in order to meet the income test, the asset diversification test, or the distribution test, which may have a negative impact on the Fund’s income and performance. In lieu of potential disqualification, the Fund is permitted to pay a tax for certain failures to satisfy the asset diversification test or the income test, which, in general, are limited to those due to reasonable cause and not willful neglect.

If for any taxable year the Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for dividends paid to shareholders, and the dividends would be taxable to the shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the Fund’s current and accumulated earnings and profits. Failure to qualify as a regulated investment company, subject to savings provisions for certain qualification failures, which, in general, are limited to those due to reasonable cause and not willful neglect, would thus have a negative impact on the Fund’s income and performance. In that case, the Fund would be liable for federal, and possibly state, corporate taxes on its

Series One SAI page 20


 

taxable income and gains, and distributions to you would be taxed as dividend income to the extent of the Fund’s earnings and profits. Even if such savings provisions apply, the Fund may be subject to a monetary sanction of $50,000 or more. Moreover, the Board of Directors reserves the right not to maintain the qualification of the Fund as a regulated investment company if it determines such a course of action to be beneficial to shareholders.

As a regulated investment company, the Fund will not be subject to U.S. federal income tax on its income and gains which it distributes as dividends or capital gains distributions provided that it distributes to shareholders at least 90% of its investment company taxable income for the taxable year. The Fund intends to distribute sufficient income to meet this test.

The per share dividends and distributions on Class A, Class B, and Class C shares will be lower than the per share dividends and distributions on Class D shares as a result of the account maintenance, distribution and higher transfer agency fees applicable with respect to the Class A, Class B, and Class C shares; similarly, the per share dividends and distributions on Class A shares will be higher than the per share dividends and distributions on Class B and Class C shares as a result of the lower account maintenance fees applicable with respect to the Class A shares and a lower distribution fee. See Calculation of Net Asset Value.

Net capital gains (which consist of the excess of net long-term capital gains over net short-term capital losses) are not included in the definition of investment company taxable income. The Board of Directors will determine at least once a year whether to distribute any net capital gains. A determination by the Board of Directors to retain net capital gains will not affect the ability of the Fund to qualify as a regulated investment company. If the Fund retains for investment its net capital gains, it will be subject to a tax of 21% of the amount retained. In that event, the Fund expects to designate the retained amount of undistributed capital gains in a notice to its shareholders who (i) if subject to U.S. federal income tax on long-term capital gains, will be required to include in income for tax purposes as long term-capital gain, their shares of such undistributed amount, and (ii) will be entitled to credit their proportionate shares of the 21% tax paid by the Fund against their U.S. federal income tax liabilities and to claim refunds to the extent the credit exceeds such liabilities. For U.S. federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased by an amount equal to 79% of the amount of undistributed capital gains included in the shareholder´s gross income.

Under the Code, amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% excise tax. To avoid the tax, the Fund must distribute during each calendar year (1) at least 98.2% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (2) at least 98% of its capital gains in excess of its capital losses for the twelve-month period ending on October 31 of the calendar year, and (3) all ordinary income and net capital gains for previous years that were not distributed during such years. To avoid application of the excise tax, the Fund intends to make distributions in accordance with the calendar year distribution requirement. A distribution will be treated as paid on December 31 of the calendar year if it is paid during the calendar year or if declared by the Fund in October, November or December of such year, payable to shareholders of record on a date in such month and paid by the Fund during January of the following year. Any such distributions paid during January of the following year will be taxable to shareholders as of December 31 of the year such distributions were declared, rather than the date on which the distributions are received.

Distributions of net investment income (which includes interest, dividend income, other than qualified dividend income, and the excess of net short-term capital gains over net long-term capital losses) are taxable to a shareholder as ordinary income, whether paid in cash or shares. Certain distributions made to you may be from qualified dividend income and net capital gain (which consists of the excess of long-term capital gains over net short-term capital losses), if any, and are taxable as long-term capital gains, whether paid in cash or in shares, regardless of how long the shareholder has held the Fund shares, and are not eligible for the dividends received deduction.

Upon a sale or exchange of its shares, a shareholder will realize a taxable gain or loss depending upon

Series One SAI page 21


 

its basis in the shares. Such gain or loss will be treated as capital gain or loss if the shares are capital assets in the shareholder´s hands and such capital gain or loss will be long-term capital gain or loss if the shares have been held for more than one year. Any loss realized on a sale or exchange will be disallowed to the extent the shares disposed of are replaced within a period of 61 days, beginning 30 days before and ending 30 days after disposal of the shares. Any loss realized by a shareholder on the sale of shares of the Fund held by the shareholder for six months or less will be treated for tax purposes as a long-term capital loss to the extent of any distributions of net capital gains received by the shareholder with respect to such shares.

Shareholders receiving distributions in the form of newly issued shares will have a cost basis in each share received equal to the fair market value of a share of the Fund on the distribution date. Shareholders will be notified annually as to the U.S. federal income tax status of distributions and shareholders receiving distributions in the form of newly issued shares will receive a report as to the fair market value of the shares received. If the net asset value of shares is reduced below a shareholder´s cost as a result of a distribution by the Fund, such distribution will be taxable even though it represents a return of invested capital. Investors should be careful to consider the tax implications of buying shares just prior to a distribution. The price of shares purchased at this time may reflect the amount of the forthcoming distribution. Those purchasing just prior to a distribution will receive a distribution which will nevertheless be taxable to them.

Income received by the Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Income tax treaties between certain countries and the United States may reduce or eliminate such taxes. It is impossible to determine in advance the effective rate of foreign tax to which the Fund will be subject, since the amount of the Fund assets to be invested in various countries is not known. It is not anticipated that shareholders will be entitled to claim foreign tax credits with respect to their share of foreign taxes paid by the Fund.

Distributions may also be subject to additional state, local and foreign taxes depending on each shareholder´s particular situation. Shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in the shares of the Fund.

If a shareholder has elected to receive dividends and/or capital gain distributions in cash and the postal or other delivery service is unable to deliver checks to the shareholder´s address of record, such shareholder´s distribution option will automatically be converted to having all dividends and other distributions reinvested in additional shares. No interest will accrue on amounts represented by uncashed distribution or redemption checks.

The foregoing is a general and abbreviated summary of the applicable provisions of the Code and Treasury Regulations presently in effect. For the complete provisions, reference should be made to the pertinent Code sections and the Treasury Regulations promulgated thereunder. The Code and the Treasury Regulations are subject to change by legislative or administrative action either prospectively or retroactively.

In some circumstances, the character and timing of income realized by the Fund for purposes of the income requirement or the identification of the issuer for purposes of the asset diversification test is uncertain under current law with respect to a particular investment, and an adverse determination or future guidance by the IRS with respect to such type of investment may adversely affect the Fund’s ability to satisfy these requirements. In other circumstances, the Fund may be required to sell portfolio holdings in order to meet the income requirement, distribution requirement, or asset diversification test, which may have a negative impact on the Fund’s income and performance. In lieu of potential disqualification, the Fund is permitted to pay a tax for certain failures to satisfy the asset diversification test or income requirement, which, in general, are limited to those due to reasonable cause and not willful neglect.

If for any taxable year the Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for dividends paid to shareholders, and the dividends would be taxable to the shareholders as

Series One SAI page 22


 

ordinary income (or possibly as qualified dividend income) to the extent of the Fund’s current and accumulated earnings and profits. Failure to qualify as a regulated investment company, subject to savings provisions for certain qualification failures, which, in general, are limited to those due to reasonable cause and not willful neglect, would thus have a negative impact on the Fund’s income and performance. In that case, the Fund would be liable for federal, and possibly state, corporate taxes on its taxable income and gains, and distributions to you would be taxed as dividend income to the extent of the Fund’s earnings and profits. Even if such savings provisions apply, the Fund may be subject to a monetary sanction of $50,000 or more. Moreover, the board reserves the right not to maintain the qualification of the Fund as a regulated investment company if it determines such a course of action to be beneficial to shareholders.

PERFORMANCE DATA

See the discussion of performance information in the Fund´s prospectuses under the heading, Performance Information. The average annual total returns are calculated pursuant to the following formula: P(1 + T)n = ERV (where P = a hypothetical initial payment of $1,000, T = the average annual total return, n = the number of years, and ERV = the ending redeemable value of a hypothetical $1,000 payment made at the beginning of the period at the end of the 1, 5 or 10 year periods).

For the periods ended July 31, 2018, the average annual total returns at maximum offering price for the Class D shares of the Fund was 1.15% for 1 year, 7.43% for 5 years, 5.55% for 10 years and 4.59% for 15 years. For the year ended July 31, 2018, the average annual total return at maximum offering price for the Fund´s Class A shares was 1.45% for 1 year, 7.08% for 5 years, 5.23% for ten years and 4.29% for 15 years, Class B shares was 6.16% for 1 year, 7.57% for 5 years, 5.12% for ten years, and 3.97% for 15 years, and Class C shares was 6.43% for 1 year, 7.59% for 5 years, 5.09% for ten years and 3.95% for 15 years.

In addition to the standardized calculation of annual total return, the Fund may from time to time use other methods of calculating its performance in order to illustrate the effect of a hypothetical investment in a plan or the effect of withdrawing funds from an account over a period of time. Any presentation of nonstandardized calculations will be accompanied by standardized performance measures as well. Calculations of performance may be expressed in terms of the total return as well as the average annual compounded rate of return of a hypothetical investment in the Fund over varying periods of time in addition to the 1, 5, and 10 year periods (up to the life of the Fund) and may reflect the deduction of the appropriate sales charge imposed upon an initial investment of more than $1,000 in the Fund. These performance calculations will reflect the deduction of a proportional share of Fund expenses (on an annual basis), will assume that all dividends and distributions are reinvested when paid, may include periodic investments or withdrawals from the account in varying amounts and/or percentages and may include deductions for an annual custodian fee. The Fund may calculate its total return or other performance information prior to the deduction of a sales charge.

The performance figures described above may also be used to compare the performance of the Fund´s shares against certain widely recognized standards or indices for stock and bond market performance. The following are the indices against which the Portfolios may compare performance:

The Standard & Poor´s Composite Index of 500 Stocks (the S&P 500 Index) is a market value-weighted and unmanaged index showing the changes in the aggregate market value of 500 stocks relative to the base period 1941-43. The S&P 500 Index is composed almost entirely of common stocks of companies listed on the NYSE, although the common stocks of a few companies listed on the American Stock Exchange or traded OTC are included. The 500 companies represented include 400 industrial, 60 transportation and 50 financial services concerns. The S&P 500 Index represents about 80% of the market value of all issues traded on the NYSE.

The Dow Jones Industrial Average is an unmanaged index composed of 30 blue-chip industrial corporation stocks.

Series One SAI page 23


 

The Lipper Mutual Fund Performance Analysis and Mutual Fund Indices measure total return and average current yield for the mutual fund industry. Ranks individual mutual fund performance over specified time periods assuming reinvestment of all distributions, exclusive of sales charges.

The Consumer Price Index (or Cost of Living index), published by the U.S. Bureau of Labor Statistics, is a statistical measure of periodic change in the price of goods and services in major expenditure groups.

The following table presents a hypothetical initial investment of $1,000 on August 1, 1958 with subsequent investments of $1,000 made annually through July 31, 2018. The illustration assumes that the investment was made in Class D shares, (the only class existing at that time), and a sales load of 5.75% has been deducted from the initial and subsequent investments, a $20 annual fee (representing the annual service fee charged to retirement plan accounts) has been deducted from the account annually, and that all dividend and capital gain distributions have been reinvested when paid. While the illustration uses an investment of $1,000 and a 5.75% sales load, the Fund may select any multiple of $1,000 in order to illustrate the effect of an investment plan and the sales load will reflect the appropriate sales load for the initial and subsequent investments as determined by the Funds currently effective prospectuses. Class A, Class B, and Class C shares are subject to additional distribution charges as outlined in the prospectus, which would have, if the Class was in effect, produced a lower rate of return. The sales load may be reduced pursuant to rights of accumulation and letter of intent.

        Dividends       Cumulative           Purchased    
    Total of                   Accepted as        
        from   Cumulative   cost   Acquired with       through    
Year   initial &                   capital gains       Ended
        investment   reinvested   including   initial & annual       reinvestment of    
Ended   annual                   distributions       Value
        income   dividends   reinvested   investments       income    
    investments                   (Cumulative)        
        reinvested       dividends           (Cumulative)    
08/01/58 $ 1,000 $ - $ - $ 1,000 $ 943 $ - $ - $ 943
07/31/59   2,000   0   0   2,000   2,049   0   0   2,049
07/31/60   3,000   28   28   3,028   2,800   0   28   2,850
07/31/61   4,000   82   110   4,110   4,521   62   130   4,713
07/31/62   5,000   94   204   5,204   4,838   76   194   5,108
07/31/63   6,000   120   324   6,324   6,723   251   366   7,340
07/31/64   7,000   122   446   7,446   9,310   432   594   10,336
07/31/65   8,000   146   592   8,592   9,680   1,107   699   11,486
07/31/66   9,000   198   790   9,790   10,630   2,148   894   13,672
07/31/67   10,000   364   1,154   11,154   11,832   3,694   1,320   16,846
07/31/68   11,000   345   1,499   12,499   13,910   4,055   1,814   19,779
07/31/69   12,000   399   1,898   13,898   12,220   5,516   1,806   19,542
07/31/70   13,000   522   2,420   15,420   10,441   5,038   1,836   17,315
07/31/71   14,000   585   3,005   17,005   14,285   6,448   2,985   23,718
07/31/72   15,000   675   3,680   18,680   15,964   6,789   3,850   26,603
07/31/73   16,000   693   4,373   20,373   16,197   6,853   4,346   27,396
07/31/74   17,000   773   5,146   22,146   13,960   5,975   4,176   24,111
07/31/75   18,000   1,389   6,535   24,535   13,635   8,985   5,210   27,830
07/31/76   19,000   1,158   7,693   26,693   16,700   10,397   7,325   34,422
07/31/77   20,000   1,062   8,755   28,755   19,497   11,564   9,300   40,361
07/31/78   21,000   1,006   9,761   30,761   23,628   13,467   11,993   49,088
07/31/79   22,000   2,034   11,795   33,795   27,002   14,859   15,520   57,381
07/31/80   23,000   2,899   14,694   37,694   37,792   21,740   24,526   84,058
07/31/81   24,000   3,723   18,417   42,417   30,413   40,456   22,436   93,305
07/31/82   25,000   4,187   22,604   47,604   27,728   38,656   23,742   90,126
07/31/83   26,000   6,693   29,297   55,297   39,951   54,379   42,184   136,514

 

Series One SAI page 24


 

07/31/84 27,000 5,594 34,891 61,891 35,017 57,252 41,236 133,505
07/31/85 28,000 4,585 39,476 67,476 37,804 72,022 48,584 158,410
07/31/86 29,000 7,249 46,725 75,725 41,121 76,544 59,601 177,266
07/31/87 30,000 5,927 52,652 82,652 44,221 105,396 69,542 219,159
07/31/88 31,000 3,645 56,297 87,297 31,790 104,330 52,388 188,508
07/31/89 32,000 9,552 65,849 97,849 36,285 115,991 69,190 221,466
07/31/90 33,000 8,906 74,755 107,755 37,861 118,013 79,129 235,003
07/31/91 34,000 8,050 82,805 116,805 40,959 124,699 92,848 258,506
07/31/92 35,000 1,934 84,739 119,739 44,364 149,635 100,502 294,501
07/31/93 36,000 2,772 87,511 123,511 49,965 190,689 114,149 354,803
07/31/94 37,000 1,889 89,400 126,400 50,655 228,509 115,427 394,591
07/31/95 38,000 5,070 94,470 132,470 48,408 292,747 114,187 455,342
07/31/96 39,000 6,245 100,715 139,715 49,971 306,882 121,896 478,749
07/31/97 40,000 6,484 107,199 147,199 64,858 417,972 163,735 646,565
07/31/98 41,000 4,565 111,764 152,764 55,514 402,146 142,269 599,929
07/31/99 42,000 6,295 118,059 160,059 56,941 405,522 150,017 612,480
07/31/2000 43,000 0 118,059 161,059 53,933 411,402 139,558 604,893
07/31/2001 44,000 0 118,059 162,059 25,214 257,139 62,754 345,107
07/31/2002 45,000 0 118,059 163,059 14,689 142,321 34,187 191,197
07/31/2003 46,000 0 118,059 164,059 19,047 175,465 42,149 236,661
07/31/2004 47,000 0 118,059 165,059 19,783 173,515 41,680 234,978
07/31/2005 48,000 0 118,059 166,059 23,625 198,860 47,768 270,253
07/31/2006 49,000 0 118,059 167,059 24,503 198,210 47,612 270,325
07/31/2007 50,000 0 118,059 168,059 29,396 230,053 55,261 314,710
07/31/2008 51,000 0 118,059 169,059 26,529 200,160 48,081 274,770
07/31/2009 52,000 0 118,059 170,059 23,079 167,016 40,119 230,214
07/31/2010 53,000 0 118,059 171,059 24,651 171,565 41,212 237,428
07/31/2011 54,000 0 118,059 172,059 26,343 176,764 42,461 245,568
07/31/2012 55,000 0 118,059 173,059 28,849 187,162 44,958 260,969
07/31/2013 56,000 0 118,059 174,059 37,916 239,801 57,603 335,320
07/31/2014 57,000 0 118,059 175,059 41,677 274,894 66,033 282,604
07/31/2015 58,000 0 118,059 176,059 47,983 308,038 73,994 430,015
07/31/2016 59,000 0 118,059 177,059 47,859 301,192 72,350 421,401
07/31/2017 60,000 0 118,059 178,059 58,857 336,252 79,567 474,676
07/31/2018 61,000 0 118,059 179,059 64,382 368,801 88,553 521,736

 

The table below illustrates the effect of an automatic withdrawal program on an initial hypothetical investment of $10,000 on August 1, 1958 in the Fund for the life of the Fund. The illustration assumes that a sales load of 5.75% was deducted from the initial investment, that $800 was withdrawn annually and withdrawals were made first from income for the year, then from principal. Withdrawals from principal representing the sale of shares were assumed to have been in the order shares were acquired. Continued withdrawals in excess of current income can eventually exhaust principal, particularly in a period of declining market prices. That portion of the total amount withdrawn designated "From Investment Income Dividends" should be regarded as income; the remainder represents a withdrawal of principal. While this illustration assumes that $800 was withdrawn annually, the Fund may in other illustrations select any percentage or dollar amount to be withdrawn.

  Withdrawn Withdrawn Annual total Cumulative total Value of Accepted as  
Period Ended             Total Value
  from from principal withdrawn withdrawn remaining Capital Gains  

 

Series One SAI page 25


 

    investment   and capital           original shares   distributions    
    income   gains                    
    dividends                        
07/31/59 $ 0 $ 800 $ 800 $ 800 $ 10,490 $ 0 $ 10,490
07/31/60   147   653   800   1,600   9,073   0   9,073
07/31/61   262   538   800   2,400   11,078   198   11,276
07/31/62   224   576   800   3,200   8,984   223   9,207
07/31/63   216   584   800   4,000   10,211   556   10,767
07/31/64   180   620   800   4,800   12,144   868   13,012
07/31/65   187   616   800   5,600   10,805   1,695   12,500
07/31/66   215   585   800   6,400   10,252   2,822   13,074
07/31/67   349   451   800   7,200   10,118   4,312   14,430
07/31/68   295   505   800   8,000   10,620   4,733   15,353
07/31/69   310   490   800   8,800   8,094   5,556   13,650
07/31/70   364   436   800   9,600   5,807   4,843   10,650
07/31/71   360   440   800   10,400   7,023   6,198   13,221
07/31/72   376   424   800   11,200   6,990   6,526   13,516
07/31/73   352   448   800   12,000   6,225   6,425   12,650
07/31/74   357   443   800   12,800   4,526   5,380   9,906
07/31/75   571   229   800   13,600   3,933   6,323   10,256
07/31/76   427   373   800   14,400   4,228   7,317   11,545
07/31/77   356   444   800   15,200   4,290   8,138   12,428
07/31/78   310   490   800   16,000   4,554   9,478   14,032
07/31/79   582   218   800   16,800   4,879   10,457   15,336
07/31/80   775   25   800   17,600   6,763   14,653   21,416
07/31/81   800   0   800   18,400   5,498   17,236   22,734
07/31/82   800   0   800   19,200   5,035   15,896   20,931
07/31/83   800   0   800   20,000   8,324   22,362   30,686
07/31/84   800   0   800   20,800   7,482   21,515   28,997
07/31/85   800   0   800   21,600   8,201   25,201   33,402
07/31/86   800   0   800   22,400   9,595   26,784   36,379
07/31/87   800   0   800   23,200   10,697   33,286   43,983
07/31/88   732   68   800   24,000   7,440   29,402   36,842
07/31/89   800   0   800   24,800   9,611   32,688   42,299
07/31/90   800   0   800   25,600   10,647   33,257   43,904
07/31/91   800   0   800   26,400   12,175   35,142   47,317
07/31/92   354   446   800   27,200   12,488   40,443   52,931
07/31/93   498   302   800   28,000   13,557   49,240   62,797
07/31/94   334   466   800   28,800   13,018   55,852   68,870
07/31/95   800   0   800   29,600   12,451   66,056   78,507
07/31/96   800   0   800   30,400   12,889   68,689   81,578
07/31/97   800   0   800   31,200   17,022   92,189   109,211
07/31/98   771   29   800   32,000   14,285   86,086   100,371
07/31/99   800   0   800   32,800   14,702   86,809   101,511
07/31/2000   0   800   800   33,600   12,877   86,417   99,294
07/31/2001   0   800   800   34,400   4,990   50,702   55,692
07/31/2002   0   800   800   35,200   1,919   27,982   29,901

 

Series One SAI page 26


 

07/31/2003   0   800   800 36,000 1,565 34,499 36,064
07/31/2004   0   800   800 36,800 748 34,115 34,863
07/31/2005   0   800   800 37,600 57 39,099 39,156
07/31/2006   0   800   800 38,400 0 38,971 38,228
07/31/2007   0   800   800 39,200 0 45,232 43,569
07/31/2008   0   800   800 40,000 0 39,354 37,108
07/31/2009   0   800   800 40,800 0 32,838 30,163
07/31/2010   0   800   800 41,600 0 33,732 30,185
07/31/2011   0   800   800 42,400 0 34,754 30,299
07/31/2012   0   800   800 43,200 0 36,799 31,282
07/31/2013   0   800   800 44,000 0 47,148 39,280
07/31/2014   0   800   800 44,800 0 54,048 44,228
07/31/2015   0   800   800 45,600 0 60,564 48,760
07/31/2016   0   800   800 46,400 0 58,418 46,876
07/31/2017   0   800   800 47,200 0 64,653 51,721
07/31/2018   0   800   800 48,000 0 68,817 54,892
TOTAL $ 21,101 $ 26,899 $ 48,000        

 

Performance information for the Fund reflects only the performance of a hypothetical investment in the Fund during the particular time period on which the calculations are based. Performance information should be considered in light of the Funds investment objectives and policies, characteristics and quality of the portfolio and the market conditions during the given time period and should not be considered as a representation of what may be achieved in the future.

CUSTODIAN AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

All securities and cash of the Fund are held by its custodian, UMB Bank NA Investment Services Group, 928 Grand Blvd, Fifth Floor, Kansas City, MO 64106. Tait, Weller & Baker LLP, Two Liberty Place 50 South 16th Street, Suite 2900, Philadelphia PA 19102-2529 provides auditing and tax services to the Fund.

TRANSFER AGENT

The Fund´s transfer agent is Fund Services, Inc. 8730 Stony Point Parkway, Stony Point Bldg. III, Suite 205, Richmond, VA 23235.

Series One SAI page 27