21Item 29. INDEMNIFICATION Section 7.01 of the By-laws of the Fund (filed as an exhibit to Amendment No. 4 to the Fund's Form N-2) is incorporated by reference. Item 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR Not applicable.Item 31. LOCATION OF ACCOUNTS AND RECORDS Except as set forth below, the Fund maintains physical possession of its books, records and accounts that are required to be maintained by Section 31(a) of the Act at its offices at 6180 Lehman Drive, Suite 103, Colorado Springs, CO 80918. Also pursuant to Section 31(a) of the Act and Rule 31(a)-3 of the Securities and Exchange Commission, US Bank, N.A., St. Paul, MN, maintains the physical possession of certain accounts, books and other documents of the Fund in connection with its services to the Fund as custodian. Item 32. MANAGEMENT SERVICES None.Item 33. UNDERTAKINGS Not applicable 22 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, and/or the Investment Company Act of 1940, the Registrant has duly caused this amended registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Colorado Springs, and State of Colorado, on the 30th day of November, 1998. COMBINED PENNY STOCK FUND, INC. BY: /s/John R. Overturf, Jr. Registrant John R. Overturf, Jr. President Pursuant to the requirement of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Stan Pittman Date: 11/30/98 Stan Pittman Chief Accounting Officer 23 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 EXHIBITS to Amendment No. 15 on Form N-2 REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACTOF 1940 File No. 811-3888 COMBINED PENNY STOCK FUND, INC. (exact name of registrant) 6180 Lehman Drive, Suite 103 Colorado Springs, CO 80918 (Address of Principal Executive Offices) 24 EXHIBIT INDEXExhibit # Description 1.) Articles of Incorporation of the Fund are incorporated by reference to the Form N-2 filed on September 24, 1983. 2.) Bylaws of the Fund, as amended, are incorporated by reference to Amendment No. 2 of the Form N-2 filed on January 14, 1987. 3.) Voting Trust Agreement - None. 4.) Specimen Stock Certificate is incorporated by reference to the Form N-2 filed on September 24, 1983. 5.) Instruments relating to long term debt - None. 6.) Investment Advisor Agreement with Citadel Asset Management, Ltd., dated September 30, 1989. 8.) Bonus, Profit Sharing, Pension or Similar Plans - None. 9.) Custodian Agreement is incorporated by reference to the Form N-2 filed on September 24, 1983. 10a.) Transfer Agent Agreement is incorporated by reference to Amendment No. 5 to the Form N-2 filed on January 28, 1989. 10b.) Fidelity Bond, as endorsed is incorporated by reference to Amendment No. 4 to the Form N-2 filed on January 21, 1988. 10c.) Employment Agreement of Philip J. Halseide is incorporated by reference to Amendment No. 2 to the Form N-2 filed on January 28, 1986. 10d.) Employment Agreement of Jack P. Phelan is incorporated by reference to Amendment No. 2 to the Form N-2 filed on January 28, 1986. 10e.) Office Space Lease Agreement with Wells Mortgage is incorporated by reference to Amendment No. 5 to the Form N-2 filed on January 28, 1989. 11.) Consent of Independent Auditors 14.) Agreement Relating to Initial Capital of Fund - None 15.) Model Plans - None 27.) Financial Data Schedule 25 EXHIBIT NO. 11 Consent of Independent Auditors Combined Penny Stock Fund, Inc.: We hereby consent to the incorporation by reference in this Amendment No. 15 to Registration Statement No. 811-3888 of our report dated October 21, 1998 appearing in your 1998 Annual Report to Shareholders. /s/ STOCKMAN KAST RYAN & COMPANY, P.C. STOCKMAN KAST RYAN & COMPANY, P.C. Colorado Springs, Colorado November 18, 1998 EX-272FDS -- 6 (Replace this text with the legend) 0000731266 N/A 01 N/A 1 U.S. Dollars 12-MOS SEP-30-1998 OCT-01-1997 SEP-30-1998 1 1969425 1094395 0 0 23095 1117490 0 0 855 855 0 6070189 54561000 57361000 (2935955) 0 (1142569) 0 (875030) 1116635 0 32621 0 125383 (92762) 107951 (785587) (770398) 0 0 0 0 0 0 0 (770398) (58350) 208042 0 0 0 0 125383 1524148 .034 (.001) (.013) 0 0 0 .020 8.23 0 0 |