SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
--
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 2 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
OF 1940
Amendment No. 3 /X/
(Check appropriate box or boxes.)
AmeriPrime Funds - File Nos. 33-96826 and 811-9096
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092
- -------------------------------------------------------------------
(Address of Principal Executive Offices) Zip Code
Registrant's Telephone Number, including Area Code: (817) 431-2197
Kenneth Trumpfheller, 1793 Kingswood Drive, Suite 200, Southlake, Texas 76092
(Name and Address of Agent for Service)
With copy to:
Donald S. Mendelsohn, Brown, Cummins & Brown Co., L.P.A.
3500 Carew Tower, Cincinnati, Ohio 45202
Release Date: , 1995
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/x/ 75 days after filing pursuant to paragraph (a)
/ / on (date) pursuant to paragraph (a) of Rule 485
Registrant continues its election made by the filing of its
Registration Statement, effective November 6, 1995, to register an indefinite
number and amount of its securities under Rule 24f-2 of the Investment Company
Act. Registrant anticipates that it will file, pursuant to paragraph b(1) of
Rule 24f-2, a Form 24F-2 for the fiscal year ending October 31, 1996 on or
before December 30, 1996.
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AmeriPrime Funds
CROSS REFERENCE SHEET
FORM N-1A
FOR IMS CONTRARIAN VALUE FUND
ITEM SECTION IN EACH PROSPECTUS
1.............................. Cover Page
2.............................. Summary of Fund Expenses
3.............................. None
4.............................. The Fund, Investment Objective and
Strategies, Investment Policies and
Techniques and Risk Considerations,
Operation of the Fund, General
Information
5.............................. Operation of the Fund
5A............................. None
6.............................. Cover Page, Dividends and
Distributions, Taxes, Operation of
the Fund, General Information
7.............................. Cover Page, How to Invest in the
Fund, Share Price Calculation,
Operation of the Fund
8.............................. How to Redeem Shares
9.............................. None
13.............................. General Information
15.............................. General Information
SECTION IN STATEMENT OF
ITEM ADDITIONAL INFORMATION
10.............................. Cover Page
11.............................. Table of Contents
12.............................. None
13.............................. Additional Information About Fund
Investments and Risk Considerations,
Investment Limitations
14.............................. Trustees and Officers
15.............................. None
16.............................. The Investment Adviser, Custodian,
Transfer Agent, Accountants
17.............................. Portfolio Transactions and Brokerage
18.............................. Description of the Trust
19.............................. Determination of Share Price
20.............................. None
21.............................. Distributor
22.............................. Investment Performance
23.............................. None
<PAGE>
PROSPECTUS_____________, 1996
IMS CONTRARIAN VALUE FUND
10159 S.E. Sunnyside Road
Suite 330
Portland, Oregon 97015
For Information, Shareholder Services and Requests:
(800) ______________
The investment objective of the IMS Contrarian Value Fund (the "Fund") is to
provide long term growth for its shareholders. IMS Capital Management, Inc.
(the "Advisor") applies a contrarian investment philosophy to reduce risk while
enhancing potential returns. The Advisor seeks to reduce risk through
diversification and by focusing on large, high quality, dividend-paying U.S.
companies. The Advisor strives to maximize potential returns by purchasing
companies at historically low prices, when they are temporarily out of favor and
contrary to conventional wisdom.
The Fund is "no-load," which means that investors incur no sales charges,
commissions or deferred sales charges on the purchase or redemption of their
shares. The Fund is one of the mutual funds comprising AmeriPrime Funds, an
open-end management investment company, distributed by AmeriPrime Financial
Securities, Inc.
This Prospectus provides the information a prospective investor ought
to know before investing and should be retained for future reference. A
Statement of Additional Information has been filed with the Securities and
Exchange Commission dated ___________, 1996, which is incorporated herein by
reference and can be obtained without charge by calling the Fund at the phone
number listed above.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
SUMMARY OF FUND EXPENSES
The tables below are provided to assist an investor in understanding
the direct and indirect expenses that an investor may incur as a shareholder in
the Fund. The expense information is based on estimated amounts for the current
fiscal year. The expenses are expressed as a percentage of average net assets.
The Example should not be considered a representation of future Fund performance
or expenses, both of which may vary.
Shareholders should be aware that the Fund is a no-load fund and,
accordingly, a shareholder does not pay any sales charge or commission upon
purchase or redemption of shares of the Fund.
Shareholder Transaction Expenses
Sales Load Imposed on Purchases ...........................................NONE
Sales Load Imposed on Reinvested Dividends.................................NONE
Deferred Sales Load........................................................NONE
Redemption Fees............................................................NONE
Exchange Fees..............................................................NONE
Annual Fund Operating Expenses (as a percentage of average net assets)
Management Fees...........................................................1.84%
12b-1 Charges..............................................................NONE
Other Expenses............................................................0.65%
Total Fund Operating Expenses.............................................2.49%
The tables above are provided to assist an investor in understanding
the direct and indirect expenses that an investor may incur as a shareholder in
the Fund.
Example
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period:
1 Year 3 Years
$25 $77
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THE FUND
IMS Contrarian Value Fund (the "Fund") was organized as a series of
AmeriPrime Funds, an Ohio business trust (the "Trust"), on ___________, 1996,
and commenced operations on ___________, 1996. This prospectus offers shares of
the Fund and each share represents an undivided, proportionate interest in the
Fund. The investment advisor to the Fund is IMS Capital Management, Inc. (the
"Advisor").
INVESTMENT OBJECTIVE AND STRATEGIES
The investment objective of the IMS Contrarian Value Fund is to provide long
term growth for its shareholders. IMS Capital Management, Inc. (the "Advisor")
applies a contrarian investment philosophy to reduce risk while enhancing
potential returns. The Advisor seeks to reduce risk through diversification and
by focusing on large, high quality, dividend-paying U.S. companies. The Advisor
strives to maximize potential returns by purchasing companies at historically
low prices, when they are temporarily out of favor and contrary to
conventional wisdom.
The Advisor will purchase stocks of companies which, in its
estimation, are unfairly valued due to special and temporary circumstances.
The Advisor selects stocks which it believes will add both stability and
the potential for significant gains to the Fund. The Advisor will select
either growth or value stocks that are trading significantly below their
previous highs, if such securities are also determined by the Advisor to be
trading at substantial discounts from their intrinsic values. The companies
selected generally will be highly visible, household names with earnings that
have grown for several decades, that trade on the New York Stock Exchange and
that historically have had market capitalizations of at least one billion
dollars. The Advisor seeks to further limit investment risk by diversifying
across a broad range of industries and companies. Many of the companies selected
have multiple businesses, as well as international operations. Because of its
diversified, large company focus, the Fund is designed to be a "core holding"
within a typical investor's asset mix.
Because the market tends to oversell on negative news, the Advisor
applies a patient approach to stock selection. Through a careful process of
company research and analysis, the Advisor develops lists of attractive
companies that serve as potential buy candidates for the Fund. When analyzing
companies, particular emphasis is given to securities with high potential for
gains upon return to historical levels, securities trading at a discount to the
company's estimated private market value (based on its projected level of cash
flows, balance sheet characteristics and future earnings), securities trading at
the low end of the company's historic fundamental valuation range (based on
current financial ratios such as price/cash flow, price/earnings and price/book
value) and securities trading at a discount to the market (based on expected
strong earnings growth or an earnings recovery ). Target buy prices are
established for each company, usually well below current prices. The companies
on the buy lists are then tracked and monitored until the right combination of
events or market conditions provides a buying opportunity at or below the
Advisor's target price. Once a company falls to its target buy price, the
reasons for the decline are analyzed to determine if the news or events are
misunderstood, temporary and solvable. Purchase is made only after the Advisor
has determined that investment in the security is timely, given the nature and
the reasons for its decline.
By owning a diversified collection of large U.S. companies that, as a
group, have already experienced a "correction" (i.e., as a group are generally
trading at 30% or more below historical
<PAGE>
levels), the Advisor believes that the Fund, by design, may weather "bear"
(down) markets more favorably than other funds with similar investment
objectives. The Advisor can, however, provide no assurances to that effect. The
Advisor typically holds companies for three to five years at a time, and
therefore believes that the Fund may not be appropriate for those with shorter
time horizons.
The Adviser has been managing equity accounts for its clients,
professionally, since 1988. The performance of the accounts with investment
objectives, policies and strategies substantially similar to those of the Fund
appears below. The data is provided to illustrate past performance of the
Adviser in managing such accounts, as compared to the S&P 500 Index. The persons
responsible for the performance below are the same as those responsible for the
investment management of the Fund.
<TABLE>
<CAPTION>
IMS CAPITAL MANAGEMENT PERFORMANCE SUMMARY
(A Graph with the following data is included in the Prospectus)
<S> <C> <C>
IMS CAPITAL MANAGEMENT S&P 500 INDEX
1990 $10,000 $10,000
1991 $14,103 $13,040
1992 $18,620 $14,038
1993 $23,236 $15,441
1994 $23,124 $15,461
1995 $26,366 $21,490
Growth of $10,000 invested January 1, 1991 to December 31, 1995.
</TABLE>
* The Advosor's total returns by year were as follows: 1991 41.03%, 1992 32.03%
1993 24.79%, 1994 0.48%, 1995 14.02%. The Advisor's performance figures
reflect the use of time-weighted, dollar-weighted average annualized total
returns for the Advisor's equity accounts having objectives similar to the
Fund. The results are audited by an independent certified public accounting
firm. The composite includes all fee-paying, discretionary, individual
stock portfolios above $10,000. Performance figures reflected are net of all
expenses, including transaction costs, commissions and management fees.
Results include the reinvestment of dividends and capital gains. The
presentation of the performance composite complies with the Performance
Presentation Standards of the Association for Investment Management and
Research (AIMR). Complete performance presentation notes are available on
request.
The S&P 500 Index total returns by year were as follows: 1991 30.40%,
1992 7.65%, 1993 10.04%, 1994 1.29%, 1995 37.41%. The S&P 500 Index is a
widely recognized, unmanaged index of market activity based upon the
aggregate performance of a selected portfolio of publicly traded common
stocks, including monthly adjustments to reflect the reinvestment of
dividends and other distributions. The S&P 500 Index reflects the total
return of securities comprising the Index, including changes in market
prices as well as accrued investment income, which is presumed to be
reinvested. Performance figures for the S&P 500 Index do not reflect
deduction of transaction costs or expenses, including management fees.
The performance of the accounts managed by the Adviser should not be
considered indicative of future performance of the Fund. Results may differ
because of, among other things, differences in brokerage commissions, account
expenses, including management fees, the size of positions taken in relation
to account size and diversification of securities, timing of purchases and
sales, availability of cash for new investments and the private character of
accounts compared with the public character of the Fund. In addition, the
results for different periods may vary.
The Advisor generally intends to stay fully invested (subject to
liquidity requirements) in common stock, preferred stock and common stock
equivalents (such as securities convertible into common stocks) regardless of
the movement of stock prices. However, the Fund may invest in fixed income
securities, such as corporate debt securities and U.S. government obligations,
when the
<PAGE>
Advisor believes that these securities offer opportunities to further the Fund's
investment objective. While the Fund ordinarily will invest in common stocks of
U.S. companies, it may invest in foreign companies through the purchase of
American Depository Receipts.
For temporary defensive purposes under adverse market conditions, the
Fund may hold a substantial portion of its assets in cash equivalents or U.S.
government repurchase agreements. The Fund may also invest in such instruments
at any time to maintain liquidity or pending selection of investments in
accordance with its policies
As all investment securities are subject to inherent market risks and
fluctuations in value due to earnings, economic and political conditions and
other factors, the Fund cannot give any assurance that its investment objective
will be achieved. In addition, it should be noted that the Advisor has not
previously managed assets organized as a mutual fund and the Fund has no
operating history. Rates of total return quoted by the Fund may be higher or
lower than past quotations, and there can be no assurance that any rate of total
return will be maintained. See "Investment Policies and Techniques and Risk
Considerations" for a more detailed discussion of the Fund's investment
practices.
HOW TO INVEST IN THE FUND
The Fund is "no-load" and shares of the Fund are sold directly to
investors on a continuous basis, subject to the following minimums: minimum
initial investment of $5,000 ($2,000 for IRAs and other retirement plans) and
minimum subsequent investments of $100. The Advisor reserves the right to waive
the minimums at the Advisor's discretion. Investors choosing to purchase or
redeem their shares through a securities dealer or broker/dealer may be charged
a fee by that institution. Investors choosing to purchase or redeem shares
directly from the Fund will not incur charges on purchases or redemptions.
Initial Purchase
By Mail - You may purchase shares of the Fund by completing and signing
the investment application form which accompanies this Prospectus and mailing
it, in proper form, together with a check (subject to the above minimum amounts)
made payable to IMS Contrarian Value Fund, and sent to the address listed below.
Mail or Overnight to:
IMS Contrarian Value Fund
c/o American Data Services, Inc.
24 West Carver Street
Huntington, NY 11743
Your purchase of shares of the Fund will be effected at the next share price
calculated after receipt of your investment.
By Wire - You may also purchase shares of the Fund by wiring federal
funds from your bank, which may charge you a fee for doing so. If money is to be
wired, you must call the Transfer Agent at 800-___-____ to set up your account
and obtain an account number. You should be prepared at that time to provide the
information on the application. Then, you should provide your bank with the
following information for purposes of wiring your investment:
<PAGE>
Star Bank, N.A. Cinti/Trust
ABA #0420-0001-3
Attn: IMS Contrarian Value Fund
D.D.A. # __________________
Account Name _________________ (write in shareholder
name) For the Account # ______________ (write in
account number)
You are required to mail a signed application to the Custodian at the
above address in order to complete your initial wire purchase. Wire orders will
be accepted only on a day on which the Fund, Custodian and Transfer Agent are
open for business. A wire purchase will not be considered made until the wired
money is received and the purchase is accepted by the Fund. Any delays which may
occur in wiring money, including delays which may occur in processing by the
banks, are not the responsibility of the Fund or the Transfer Agent. There is
presently no fee for the receipt of wired funds, but the right to charge
shareholders for this service is reserved by the Fund.
Additional Investments
You may purchase additional shares of the Fund at any time (subject to
minimum investment requirements) by mail, wire, or automatic investment. Each
additional mail purchase request must contain your name, the name of your
account(s), your account number(s), and the name of the Fund. Checks should be
made payable to IMS Contrarian Value Fund and should be sent to the Custodian's
address. A bank wire should be sent as outlined above.
Automatic Investment Plan
You may make regular investments in the Fund with the Automatic
Investment Plan by completing the appropriate section of the account application
and attaching a voided personal check. Investments may be made monthly to allow
dollar-cost averaging by automatically deducting $100 or more from your bank
checking account. You may change the amount of your monthly purchase at
any time.
Tax Sheltered Retirement Plans
Since the Fund is oriented to longer term investments, shares of the
Fund may be an appropriate investment medium for tax sheltered retirement plans,
including: individual retirement plans (IRAs); simplified employee pensions
(SEPs); 401(k) plans; qualified corporate pension and profit sharing plans (for
employees); tax deferred investment plans (for employees of public school
systems and certain types of charitable organizations); and other qualified
retirement plans. You should contact the Transfer Agent for the procedure to
open an IRA or SEP plan, as well as more specific information regarding these
retirement plan options. Consultation with an attorney or tax adviser regarding
these plans is advisable. Custodial fees for an IRA will be paid by the
shareholder by redemption of sufficient shares of the Fund from the IRA unless
the fees are paid directly to the IRA custodian. You can obtain information
about the IRA custodial fees from the Transfer Agent.
Other Purchase Information
Dividends begin to accrue after you become a shareholder. The Fund does
not issue share certificates. All shares are held in non-certificate form
registered on the books of the Fund and the Fund's Transfer Agent for the
account of the shareholder. The rights to limit the amount of purchases and to
refuse to sell to any person are reserved by the Fund. If your check or wire
does not clear, you will be responsible for any loss incurred by the Fund. If
you are already a shareholder, the Fund can redeem shares from any identically
registered account in the Fund as reimbursement for any loss incurred. You may
be prohibited or restricted from making future purchases in the Fund.
<PAGE>
HOW TO REDEEM SHARES
All redemptions will be made at the net asset value determined after
the redemption request has been received by the Transfer Agent in proper order.
Shareholders may receive redemption payments in the form of a check or federal
wire transfer. The proceeds of the redemption may be more or less than the
purchase price of your shares, depending on the market value of the Fund's
securities at the time of your redemption. Presently there is no charge for wire
redemptions; however, the Fund reserves the right to charge for this service.
Any charges for wire redemptions will be deducted from the shareholder's Fund
account by redemption of shares. Investors choosing to purchase or redeem their
shares through a securities dealer may be charged a fee by that institution.
By Mail - You may redeem any part of your account in the Fund at no
charge by mail. Your request should be addressed to:
IMS Contrarian Value Fund
c/o American Data Services, Inc.
24 W. Carver Street, 2nd Floor
Huntington, New York 11743
"Proper order" means your request for a redemption must include your
letter of instruction, including the Fund name, account number, account name(s),
the address and the dollar amount or number of shares you wish to redeem. This
request must be signed by all registered share owner(s) in the exact name(s) and
any special capacity in which they are registered. For all redemptions, the Fund
requires that signatures be guaranteed by a bank or member firm of a national
securities exchange. Signature guarantees are for the protection of
shareholders. At the discretion of the Fund or American Data Services, Inc., a
shareholder, prior to redemption, may be required to furnish additional legal
documents to insure proper authorization.
By Telephone - You may redeem any part of your account in the Fund by
calling the Transfer Agent at (800) ___-____. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the Transfer Agent and the Custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.
The telephone redemption and exchange procedures may be terminated at
any time by the Fund or the Transfer Agent. During periods of extreme market
activity it is possible that shareholders may encounter some difficulty in
telephoning the Fund, although neither the Fund nor the Transfer Agent has ever
experienced difficulties in receiving and in a timely fashion responding to
telephone requests for redemptions or exchanges. If you are unable to reach the
Fund by telephone, you may request a redemption or exchange by mail.
Additional Information - If you are not certain of the requirements for
a redemption please call the Transfer Agent at (800) ___-____. Redemptions
specifying a certain date or share price cannot be accepted and will be
returned. You will be mailed the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take
<PAGE>
up to fifteen days. Also, when the New York Stock Exchange is closed (or when
trading is restricted) for any reason other than its customary weekend or
holiday closing or under any emergency circumstances, as determined by the
Securities and Exchange Commission, the Fund may suspend redemptions or postpone
payment dates.
Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund reserves the right to require any shareholder to redeem all
of his or her shares in the Fund on 30 days' written notice if the value of his
or her shares in the Fund is less than $5,000 due to redemption, or such other
minimum amount as the Fund may determine from time to time. An involuntary
redemption constitutes a sale. You should consult your tax adviser concerning
the tax consequences of involuntary redemptions. A shareholder may increase the
value of his or her shares in the Fund to the minimum amount within the 30 day
period. Each share of the Fund is subject to redemption at any time if the Board
of Trustees determines in its sole discretion that failure to so redeem may have
materially adverse consequences to all or any of the shareholders of the Fund.
SHARE PRICE CALCULATION
The value of an individual share in the Fund (the net asset value) is
calculated by dividing the total value of the Fund's investments and other
assets (including accrued income), less any liabilities (including estimated
accrued expenses), by the number of shares outstanding, rounded to the nearest
cent. Net asset value per share is determined as of the close of the New York
Stock Exchange (4:00 p.m., Eastern time) on each day that the exchange is open
for business, and on any other day on which there is sufficient trading in the
Fund's securities to materially affect the net asset value. The net asset value
per share of the Fund will fluctuate.
Securities which are traded on any exchange or on the NASDAQ
over-the-counter market are valued at the last quoted sale price. Lacking a last
sale price, a security is valued at its last bid price except when, in the
Advisor's opinion, the last bid price does not accurately reflect the current
value of the security. All other securities for which over-the-counter market
quotations are readily available are valued at their last bid price. When market
quotations are not readily available, when the Advisor determines the last bid
price does not accurately reflect the current value or when restricted
securities are being valued, such securities are valued as determined in good
faith by the Advisor, subject to review of the Board of Trustees of the Trust.
Fixed income securities generally are valued by using market
quotations, but may be valued on the basis of prices furnished by a pricing
service when the Advisor believes such prices accurately reflect the fair market
value of such securities. A pricing service utilizes electronic data processing
techniques based on yield spreads relating to securities with similar
characteristics to determine prices for normal institutional-size trading units
of debt securities without regard to sale or bid prices. When prices are not
readily available from a pricing service, or when restricted or illiquid
securities are being valued, securities are valued at fair value as determined
in good faith by the Advisor, subject to review of the Board of Trustees. Short
term investments in fixed income securities with maturities of less than 60 days
when acquired, or which subsequently are within 60 days of maturity, are valued
by using the amortized cost method of valuation, which the Board has determined
will represent fair value.
<PAGE>
DIVIDENDS AND DISTRIBUTIONS
The Fund intends to distribute substantially all of its net investment
income as dividends to its shareholders on an annual basis, and intends to
distribute its net long term capital gains and its net short term capital gains
at least once a year.
Income dividends and capital gain distributions are automatically
reinvested in additional shares at the net asset value per share on the
distribution date. An election to receive a cash payment of dividends and/or
capital gain distributions may be made in the application to purchase shares or
by separate written notice to the Transfer Agent. Shareholders will receive a
confirmation statement reflecting the payment and reinvestment of dividends and
summarizing all other transactions. If cash payment is requested, a check
normally will be mailed within five business days after the payable date. If you
withdraw your entire account, all dividends accrued to the time of withdrawal,
including the day of withdrawal, will be paid at that time. You may elect to
have distributions on shares held in IRAs and 403(b) plans paid in cash only if
you are 59 1/2 years old or permanently and totally disabled or if you otherwise
qualify under the applicable plan.
TAXES
The Fund intends to qualify each year as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended. By so qualifying,
the Fund will not be subject to federal income taxes to the extent that it
distributes substantially all of its net investment income and any realized
capital gains.
For federal income tax purposes, dividends paid by the Fund from
ordinary income are taxable to shareholders as ordinary income, but may be
eligible in part for the dividends received deduction for corporations. Pursuant
to the Tax Reform Act of 1986 (the "Tax Reform Act"), all distributions of net
capital gains to individuals are taxed at the same rate as ordinary income. All
distributions of net capital gains to corporations are taxed at regular
corporate rates. Any distributions designated as being made from net realized
long term capital gains are taxable to shareholders as long term capital gains
regardless of the holding period of the shareholder.
The Fund will mail to each shareholder after the close of the calendar
year a statement setting forth the federal income tax status of distributions
made during the year. Dividends and capital gains distributions may also be
subject to state and local taxes. Shareholders are urged to consult their own
tax advisers regarding specific questions as to federal, state or local taxes
and the tax effect of distributions and withdrawals from the Fund.
On the application or other appropriate form, the Fund will request the
shareholder's certified taxpayer identification number (social security number
for individuals) and a certification that the shareholder is not subject to
backup withholding. Unless the shareholder provides this information, the Fund
will be required to withhold and remit to the U.S. Treasury 31% of the
dividends, distributions and redemption proceeds payable to the shareholder.
Shareholders should be aware that, under regulations promulgated by the Internal
Revenue Service, the Fund may be fined $50 annually for each account for which a
certified taxpayer identification number is not provided. In the event that such
a fine is imposed with respect to a specific account in any year, the Fund may
make a corresponding charge against the account.
<PAGE>
OPERATION OF THE FUND
The Fund is a diversified series of AmeriPrime Funds, an open-end
management investment company organized as an Ohio business trust on August 8,
1995. The Board of Trustees supervises the business activities of the Fund. Like
other mutual funds, the Fund retains various organizations to perform
specialized services. The Fund retains IMS Capital Management, Inc., 10159 S.E.
Sunnyside Road, Suite 330, Portland, Oregon 97015 (the "Advisor") to manage the
assets of the Fund. The Advisor, an Oregon corporation, is an independent
investment advisory firm that has practiced a large company, contrarian style of
management for a select group of clients since 1988. The Advisor currently
manages accounts for institutional clients which include the State of Oregon,
Pacific University, and several small 401K plans. Individual clients include
families, trusts and small businesses, both taxable and non-taxable. Carl W.
Marker is primarily responsible for the day-to-day management of the Fund's
portfolio. Mr. Marker has served as the Advisor's chairman, president and
primary portfolio manager since its founding in 1988, and began privately
managing individual common stocks in 1981. Mr. Marker has a B.S. degree from the
University of Oregon and previously worked for divisions of both General Motors
and Mercedes-Benz as a financial systems analyst before founding IMS Capital
Management, Inc. Mr. Marker is regularly quoted by the press and has been
published in the Dick Davis Digest, several newspapers and magazines, and has
appeared on the PBS television program, Serious Money.
The Fund is authorized to pay the Advisor a fee equal to an annual
average rate of 1.84% of the Fund's average daily net assets. The rate of the
management fees paid by most investment companies to their investment advisors
is lower than the rate of the management fees paid by the Fund, but not
necessarily higher than that paid by funds with a similar objective. The
Advisor has agreed to waive part of its fee, if necessary, to cap total annual
operating expenses at 2.49%. The Advisor intends, but is not obligated, to cap
total annual operating expenses at 1.97% when the Fund's assets reach
twenty-five million dollars.
The Fund retains AmeriPrime Financial Services, Inc. (the
"Administrator") to manage the Fund's business affairs and provide the Fund with
administrative services, including all regulatory reporting and necessary office
equipment, personnel and facilities. The Administrator receives a monthly fee
from the Fund equal to an annual average rate of 0.10% of the Fund's average
daily net assets up to fifty million dollars, 0.075% of the Fund's average daily
net assets from fifty to one hundred million dollars and 0.050% of the Fund's
average daily net assets over one hundred million dollars (subject to a minimum
annual payment of $30,000). In addition, the Advisor will reimburse the
Administrator for organizational expenses advanced by the Administrator. The
Fund retains American Data Services, Inc., 24 West Carver Street, Huntington,
New York 11743 (the "Transfer Agent") to serve as transfer agent, dividend
paying agent and shareholder service agent. The Trust retains AmeriPrime
Financial Securities, Inc., 1793 Kingswood Drive, Suite 200, Southlake, Texas
76092 (the "Distributor") to act as the principal distributor of the Fund's
shares. Kenneth D. Trumpfheller, officer and sole shareholder of the
Administrator and the Distributor, is an officer and trustee of the Trust. The
services of the Administrator, Transfer Agent and Distributor are operating
expenses paid by the Fund.
Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc., and subject to its obligation of seeking best
qualitative execution, the Advisor may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute
portfolio transactions.
INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS
This section contains general information about various types of
securities and investment techniques that the Fund may purchase or employ.
<PAGE>
Equity Securities
The fund will invest primarily in U.S. equity securities consisting of
common stock, preferred stock and common stock equivalents such as convertible
preferred stock and convertible debentures, rights and warrants. Convertible
preferred stock is preferred stock that can be converted into common stock
pursuant to its terms. Convertible debentures are debt instruments that can be
converted into common stock pursuant to their terms. The Fund will not invest
more that 5% of its net assets in convertible preferred stock, convertible
debentures, rights or warrants. The Fund reserves the right to invest in foreign
stocks, through the purchase of American Depository Receipts (ADRs), provided
the companies have substantial operations in the U.S. and do not exceed 5% of
the Fund's net assets. ADRs are dollar-denominated receipts that are generally
issued in registered form by domestic banks, and represent the deposit with the
bank of a security of a foreign issuer.
Fixed Income Securities
Although the Fund intends to invest primarily in U.S. common stocks, the Advisor
reserves the right, during periods of unusually high interest rates or unusual
market conditions, to invest in fixed income securities for preservation of
capital, total return and capital gain purposes, if the Advisor believes that
such a position would best serve the Fund's investment objective. Fixed income
securities include corporate debt securities, U.S. government securities and
participation interests in such securities. Fixed income securities are
generally considered to be interest rate sensitive, which means that their value
will generally decrease when interest rates rise and increase when interest
rates fall. Securities with shorter maturities, while offering lower yields,
generally provide greater price stability than longer term securities and are
less affected by changes in interest rates.
Corporate Debt Securities - Corporate debt securities are long
and short term debt obligations issued by companies (such as publicly issued and
privately placed bonds, notes and commercial paper). The Advisor considers
corporate debt securities to be of investment grade quality if they are rated A
or higher by Standard & Poor's Corporation, or Moody's Investors Services, Inc.,
or if unrated, determined by the Advisor to be of comparable quality. Investment
grade debt securities generally have adequate to strong protection of principal
and interest payments. In the lower end of this category, credit quality may be
more susceptible to potential future changes in circumstances and the securities
have speculative elements. The Fund will not invest more than 5% of the value of
its net assets in securities that are below investment grade.
U.S. Government Obligations - U.S. government obligations may
be backed by the credit of the government as a whole or only by the issuing
agency. U.S. Treasury bonds, notes, and bills and some agency securities, such
as those issued by the Federal Housing Administration and the Government
National Mortgage Association (GNMA), are backed by the full faith and credit of
the U.S. government as to payment of principal and interest and are the highest
quality government securities. Other securities issued by U.S. government
agencies or instrumentalities, such as securities issued by the Federal Home
Loan Banks and the Federal Home Loan Mortgage Corporation, are supported only by
the credit of the agency that issued them, and not by the U.S. government.
Securities issued by the Federal Farm Credit System, the Federal Land Banks, and
the Federal National Mortgage Association (FNMA) are supported by the agency's
right to borrow money from the U.S. Treasury under certain circumstances, but
are not backed by the full faith and credit of the U.S. government.
<PAGE>
Investment Techniques
General
The Fund, on occasion, may write covered call options on securities
held within the portfolio, for income purposes, provided that such investments
do not exceed 5% of the Fund's net assets. The Fund may not engage in short
sales of any kind. For income purposes, the Fund may lend its portfolio
securities from time to time, provided that such transactions do not exceed 5%
of the Fund's net assets.
Repurchase Agreements - The Fund may invest in repurchase
agreements fully collateralized by U.S. Government obligations. A repurchase
agreement is a short-term investment in which the purchaser (i.e., the Fund)
acquires ownership of a U.S. Government obligation (which may be of any
maturity) and the seller agrees to repurchase the obligation at a future time at
a set price, thereby determining the yield during the purchaser's holding period
(usually not more than seven days from the date of purchase). Any repurchase
transaction in which the Fund engages will require full collateralization of the
seller's obligation during the entire term of the repurchase agreement. In the
event of a bankruptcy or other default of the seller, the Fund could experience
both delays in liquidating the underlying security and losses in value. However,
the Fund intends to enter into repurchase agreements only with Star Bank, N.A.
(the Fund's Custodian), other banks with assets of $1 billion or more and
registered securities dealers determined by the Adviser (subject to review by
the Board of Trustees) to be creditworthy. The Adviser monitors the
creditworthiness of the banks and securities dealers with which the Fund engages
in repurchase transactions.
GENERAL INFORMATION
Fundamental Policies. The investment limitations set forth in the
Statement of Additional Information as fundamental policies may not be changed
without the affirmative vote of the majority of the outstanding shares of the
Fund. The investment objective of the Fund may be changed without the
affirmative vote of a majority of the outstanding shares of the Fund. Any such
change may result in the Fund having an investment objective different from the
objective which the shareholders considered appropriate at the time of
investment in the Fund.
Portfolio Turnover. The Fund does not intend to purchase or sell
securities for short term trading purposes. However, if the objectives of the
Fund would be better served, short-term profits or losses may be realized from
time to time. It is anticipated that the Fund will hold most securities from 1
to 5 years at a time and that portfolio turnover will average less than 45%.
Shareholder Rights. Any Trustee of the Trust may be removed by vote of
the shareholders holding not less than two-thirds of the outstanding shares of
the Trust. The Trust does not hold an annual meeting of shareholders. When
matters are submitted to shareholders for a vote, each shareholder is entitled
to one vote for each whole share he owns and fractional votes for fractional
shares he owns. All shares of the Fund have equal voting rights and liquidation
rights.
PERFORMANCE INFORMATION
The Fund may periodically advertise "average annual total return." The
"average annual total return" of the Fund refers to the average annual
compounded rate of return over the stated period that would equate an initial
amount invested at the beginning of a stated period to the ending redeemable
value of the investment. The calculation of "average annual total return"
assumes the reinvestment of all dividends and distributions.
- 9 -
<PAGE>
The Fund may also periodically advertise its total return over various
periods in addition to the value of a $10,000 investment (made on the date of
the initial public offering of the Fund's shares) as of the end of a specified
period. The "total return" for the Fund refers to the percentage change in the
value of an account between the beginning and end of the stated period, assuming
no activity in the account other than reinvestment of dividends and capital
gains distributions.
The Fund may also include in advertisements data comparing performance
with other mutual funds as reported in non-related investment media, published
editorial comments and performance rankings compiled by independent
organizations and publications that monitor the performance of mutual funds
(such as Lipper Analytical Services, Inc., Morningstar, Inc., Fortune or
Barron's). Performance information may be quoted numerically or may be presented
in a table, graph or other illustration. In addition, Fund performance may be
compared to well-known indices of market performance including the Standard &
Poor's (S&P) 500 Index or the Dow Jones Industrial Average.
The advertised performance data of the Fund is based on historical
performance and is not intended to indicate future performance. Rates of total
return quoted by the Fund may be higher or lower than past quotations, and there
can be no assurance that any rate of total return will be maintained. The
principal value of an investment in the Fund will fluctuate so that a
shareholder's shares, when redeemed, may be worth more or less than the
shareholder's original investment.
Investment Advisor Administrator
IMS Capital Management, Inc. AmeriPrime Financial Services, Inc.
10159 S.E. Sunnyside Road, Suite 330 1793 Kingswood Drive, Suite 200
Portland, Oregon 97015 Southlake, Texas 76092
Custodian (subsequent purchases) Distributor
Star Bank, N.A. AmeriPrime Financial Securities, Inc.
P.O. Box 641082 1793 Kingswood Drive, Suite 200
Cincinnati, Ohio 45264 Southlake, Texas 76092
Transfer Agent (initial purchases and Independent Auditors
all redemption requests)
American Data Services, Inc. McCurdy & Associates CPA's, Inc.
24 West Carver Street 27955 Clemens Road
Huntington, New York 11743 Westlake, Ohio 44145
No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering contained in this Prospectus, and if given or made, such
information or representations must not be relied upon as being authorized by
the Fund. This Prospectus does not constitute an offer by the Fund to sell its
shares in any state to any person to whom it is unlawful to make such offer in
such state.
- 10 -
<PAGE>
TABLE OF CONTENTS PAGE
SUMMARY OF FUND EXPENSES................................................... 2
Shareholder Transaction Expenses...................................... 2
Annual Fund Operating Expenses........................................ 2
THE FUND .................................................................. 3
INVESTMENT OBJECTIVE AND STRATEGIES........................................ 3
HOW TO INVEST IN THE FUND.................................................. 1
Initial Purchase...................................................... 1
By Mail ........................................................ 1
By Wire ........................................................ 2
Additional Investments................................................ 2
Tax Sheltered Retirement Plans........................................ 2
Other Purchase Information............................................ 3
HOW TO REDEEM SHARES....................................................... 3
By Mail ............................................................. 3
By Telephone.......................................................... 3
Additional Information................................................ 4
SHARE PRICE CALCULATION.................................................... 4
DIVIDENDS AND DISTRIBUTIONS................................................ 5
TAXES .................................................................. 5
OPERATION OF THE FUND...................................................... 6
INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS................. 7
Equity Securities..................................................... 7
Fixed Income Securities............................................... 7
Corporate Debt Securities - .......................................... 8
U.S. Government Obligations........................................... 8
- 11 -
<PAGE>
Investment Techniques................................................. 8
General............................................................... 8
GENERAL INFORMATION........................................................ 9
Fundamental Policies.................................................. 9
Portfolio Turnover.................................................... 9
Shareholder Rights.................................................... 9
PERFORMANCE INFORMATION.................................................... 9
- 12 -
<PAGE>
IMS CONTRARIAN VALUE FUND
STATEMENT OF ADDITIONAL INFORMATION
_________________, 1996
This Statement of Additional Information is not a prospectus. It should
be read in conjunction with the Prospectus of IMS Contrarian Value Fund dated
____________________, 1996. A copy of the Prospectus can be obtained by writing
the Transfer Agent at 24 W. Carver Street, Huntington, New York 11743, or by
calling 1-800-_______________.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
PAGE
DESCRIPTION OF THE TRUST.................................................. 1
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
CONSIDERATIONS........................................................... 1
INVESTMENT LIMITATIONS.................................................... 2
THE INVESTMENT ADVISOR.................................................... 5
TRUSTEES AND OFFICERS..................................................... 5
PORTFOLIO TRANSACTIONS AND BROKERAGE...................................... 6
DETERMINATION OF SHARE PRICE.............................................. 7
INVESTMENT PERFORMANCE.................................................... 8
CUSTODIAN................................................................. 9
TRANSFER AGENT............................................................ 9
ACCOUNTANTS............................................................... 9
DISTRIBUTOR............................................................... 9
- 1 -
<PAGE>
DESCRIPTION OF THE TRUST
IMS Contrarian Value Fund (the "Fund") was organized as a series of
AmeriPrime Funds (the "Trust"). The Trust is an open-end investment company
established under the laws of Ohio by an Agreement and Declaration of Trust
dated August 8, 1995 (the "Trust Agreement"). The Trust Agreement permits the
Trustees to issue an unlimited number of shares of beneficial interest of
separate series without par value. The Fund is one of a series of funds
currently authorized by the Trustees.
Each share of a series represents an equal proportionate interest in
the assets and liabilities belonging to that series with each other share of
that series and is entitled to such dividends and distributions out of income
belonging to the series as are declared by the Trustees. The shares do not have
cumulative voting rights or any preemptive or conversion rights, and the
Trustees have the authority from time to time to divide or combine the shares of
any series into a greater or lesser number of shares of that series so long as
the proportionate beneficial interest in the assets belonging to that series and
the rights of shares of any other series are in no way affected. In case of any
liquidation of a series, the holders of shares of the series being liquidated
will be entitled to receive as a class a distribution out of the assets, net of
the liabilities, belonging to that series. Expenses attributable to any series
are borne by that series. Any general expenses of the Trust not readily
identifiable as belonging to a particular series are allocated by or under the
direction of the Trustees in such manner as the Trustees determine to be fair
and equitable. No shareholder is liable to further calls or to assessment by the
Trust without his or her express consent.
Upon sixty days prior written notice to shareholders, the Fund may make
redemption payments in whole or in part in securities or other property if the
Trustees determine that existing conditions make cash payments undesirable. For
other information concerning the purchase and redemption of shares of the Fund,
see "How to Invest in the Fund" and "How to Redeem Shares" in the Fund's
Prospectus. For a description of the methods used to determine the share price
and value of the Fund's assets, see "Share Price Calculation" in the Fund's
Prospectus.
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
CONSIDERATIONS
This section contains a more detailed discussion of some of the
investments the Fund may make and some of the techniques it may use, as
described in the Prospectus (see "Investment Objectives and Strategies" and
"Investment Policies and Techniques and Risk Considerations").
A. Equity Securities. Equity securities include common stock, preferred
stock and common stock equivalents (such as convertible preferred stock, rights
and warrants). Convertible preferred stock is preferred stock that can be
converted into common stock pursuant to its terms. Warrants are options to
purchase equity securities at a specified price valid for a specific time
period. Rights are similar to warrants, but normally have a short duration and
are distributed by the issuer to its shareholders. The Fund may invest up to 5%
of its net assets at the time of purchase in convertible preferred stock,
convertible debentures, rights or warrants.
- 2 -
<PAGE>
B. American Depository Receipts. American Depository Receipts are
dollar-denominated receipts that are generally issued in registered form by
domestic banks, and represent the deposit with the bank of a security of a
foreign issuer. To the extent that the Fund invests in foreign securities, such
investments may be subject to special risks. For example, there may be less
information publicly available about a foreign company than about a U.S.
company, and foreign companies are not generally subject to accounting, auditing
and financial reporting standards and practices comparable to those in the U.S.
Other risks associated with investments in foreign securities include changes in
restrictions on foreign currency transactions and rates of exchanges, changes in
the administrations or economic and monetary policies of foreign governments,
the imposition of exchange control regulations, the possibility of expropriation
decrees and other adverse foreign governmental action, the imposition of foreign
taxes, less liquid markets, less government supervision of exchanges, brokers
and issuers, difficulty in enforcing contractual obligations, delays in
settlement of securities transactions and greater price volatility. In addition,
investing in foreign securities will generally result in higher commissions than
investing in similar domestic securities.
C. Options Transactions. The Fund may write (sell) covered call options
on common stocks in the Fund's portfolio. A covered call option on a security is
an agreement to sell a particular portfolio security if the option is exercised
at a specified price, or before a set date. The Fund profits from the sale of
the option, but gives up the opportunity to profit from any increase in the
price of the stock above the option price, and may incur a loss if the stock
price falls. Risks associated with writing covered call options include the
possible inability to effect closing transactions at favorable prices and an
appreciation limit on the securities set aside for settlement.
The Fund will only engage in exchange-traded options transactions.
D. Loans of Portfolio Securities. The Fund may made short and long term
loans of its portfolio securities. Under the lending policy authorized by the
Board of Trustees and implemented by the Adviser in response to requests of
broker-dealers or institutional investors which the Adviser deems qualified, the
borrower must agree to maintain collateral, in the form of cash or U.S.
government obligations, with the Fund on a daily mark-to-market basis in an
amount at least equal to 100% of the value of the loaned securities. The Fund
will continue to receive dividends or interest on the loaned securities and may
terminate such loans at any time or reacquire such securities in time to vote on
any matter which the Board of Trustees determines to be serious. With respect to
loans of securities, there is the risk that the borrower may fail to return the
loaned securities or that the borrower may not be able to provide additional
collateral.
INVESTMENT LIMITATIONS
Fundamental. The investment limitations described below have been
adopted by the Trust with respect to the Fund and are fundamental
("Fundamental"), i.e., they may not be changed without the affirmative vote of a
majority of the outstanding shares of the Fund. As used in the Prospectus and
this Statement of Additional Information, the term "majority" of the outstanding
shares of the Fund means the lesser of (1) 67% or more of the outstanding shares
of the Fund present at a meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented at such meeting; or
(2) more than 50% of the outstanding shares of the Fund. Other investment
practices which may be changed by the Board of Trustees without the approval of
- 3 -
<PAGE>
shareholders to the extent permitted by applicable law, regulation or regulatory
policy are considered non-fundamental ("Non-Fundamental").
1. Borrowing Money. The Fund will not borrow money, except (a) from a
bank, provided that immediately after such borrowing there is an asset coverage
of 300% for all borrowings of the Fund; or (b) from a bank or other persons for
temporary purposes only, provided that such temporary borrowings are in an
amount not exceeding 5% of the Fund's total assets at the time when the
borrowing is made. This limitation does not preclude the Fund from entering into
reverse repurchase transactions, provided that the Fund has an asset coverage of
300% for all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions which the Fund has not fully collateralized as
described in the Prospectus.
2. Senior Securities. The Fund will not issue senior securities. This
limitation is not applicable to activities that may be deemed to involve the
issuance or sale of a senior security by the Fund, provided that the Fund's
engagement in such activities is (a) consistent with or permitted by the
Investment Company Act of 1940, as amended, the rules and regulations
promulgated thereunder or interpretations of the Securities and Exchange
Commission or its staff and (b) as described in the Prospectus and this
Statement of Additional Information.
3. Underwriting. The Fund will not act as underwriter of securities
issued by other persons. This limitation is not applicable to the extent
that, in connection with the disposition of portfolio securities (including
restricted securities), the Fund may be deemed an underwriter under certain
federal securities laws.
4. Real Estate. The Fund will not purchase or sell real estate. This
limitation is not applicable to investments in marketable securities which have
a significant portion of their assets in real estate.
5. Commodities. The Fund will not purchase or sell commodities unless
acquired as a result of ownership of securities or other investments. This
limitation does not preclude the Fund from purchasing or selling options or
futures contracts, from investing in securities or other instruments backed by
commodities or from investing in companies which are engaged in a commodities
business or have a significant portion of their assets in commodities.
6. Loans. The Fund will not make loans to other persons, except (a) by
loaning portfolio securities, (b) by engaging in repurchase agreements, or (c)
by purchasing non-publicly offered debt securities. For purposes of this
limitation, the term "loans" shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.
7. Concentration. The Fund will not invest 25% or more of its total
assets in a particular industry. This limitation is not applicable to
investments in obligations issued or guaranteed by the U.S. government, its
agencies and instrumentalities or repurchase agreements with respect thereto.
With respect to the percentages adopted by the Trust as maximum
limitations on its investment policies and limitations, an excess above the
fixed percentage will not be a violation of
- 4 -
<PAGE>
the policy or limitation unless the excess results immediately and directly from
the acquisition of any security or the action taken. This paragraph does not
apply to the borrowing policy set forth in paragraph 1 above.
Notwithstanding any of the foregoing limitations, any investment
company, whether organized as a trust, association or corporation, or a personal
holding company, may be merged or consolidated with or acquired by the Trust,
provided that if such merger, consolidation or acquisition results in an
investment in the securities of any issuer prohibited by said paragraphs, the
Trust shall, within ninety days after the consummation of such merger,
consolidation or acquisition, dispose of all of the securities of such issuer so
acquired or such portion thereof as shall bring the total investment therein
within the limitations imposed by said paragraphs above as of the date of
consummation.
Non-Fundamental. The following limitations have been adopted by the
Trust with respect to the Fund and are Non-Fundamental (see "Investment
Restrictions" above).
i. Pledging. The Fund will not mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness, any assets of the Fund except as
may be necessary in connection with borrowings described in limitation (1)
above. Margin deposits, security interests, liens and collateral arrangements
with respect to transactions involving options, futures contracts, short sales
and other permitted investments and techniques are not deemed to be a mortgage,
pledge or hypothecation of assets for purposes of this limitation.
ii. Borrowing. The Fund will not purchase any security while
borrowings representing more than 5% of its total assets are outstanding.
The Fund will not invest in reverse repurchase agreements.
iii. Margin Purchases. The Fund will not purchase securities or
evidences of interest thereon on "margin." This limitation is not applicable to
short term credit obtained by the Fund for the clearance of purchases and sales
or redemption of securities, or to arrangements with respect to transactions
involving options and other permitted investments and techniques.
iv. Short Sales. The Fund will not effect short sales.
v. Options. The Fund will not purchase or sell puts, calls, options
or straddles, except as described in the Prospectus and this Statement of
Additional Information.
vi. Repurchase Agreements. The Fund may invest some or all of the
funds assets in U.S. Government repurchase agreements temporarily under certain
conditions described in the prospectus.
vii. Illiquid Investments. The Fund will not invest in securities for
which there are legal or contractual restrictions on resale and other illiquid
securities.
viii. Mortgage-related Securities. The Fund will not invest in
mortgage-related securities.
- 5 -
<PAGE>
Other Restrictions. To comply with the current state regulations, the
Fund presently intends to observe the following restrictions, which may be
changed by the Board of Trustees without shareholder approval.
THE INVESTMENT ADVISOR
The Fund's investment advisor is IMS Capital Management, 10159 S.E.
Sunnyside Road, Suite 330, Portland, Oregon 97015. Carl W. Marker may be deemed
to be a controlling person of the Advisor due to his ownership of the shares of
the corporation.
Under the terms of the management agreement (the "Agreement"), the
Advisor manages the Fund's investments subject to approval of the Board of
Trustees. As compensation for its management services, the Fund is obligated to
pay the Advisor a fee computed and accrued daily and paid monthly at an annual
rate of 1.84% of the average daily net assets of the Fund. The Advisor has
agreed to waive part of its fee, if necessary, to cap total annual operating
expenses at 2.49%. The Advisor intends, but is not obligated, to cap total
annual operating expenses at 1.97% when the Fund's assets reach $25 million. The
Advisor may waive all or part of its fee, at any time, and at its sole
discretion, but such action shall not obligate the Advisor to waive any fees in
the future.
The Advisor retains the right to use the name "IMS" in connection with
another investment company or business enterprise with which the Advisor is or
may become associated. The Trust's right to use the name "IMS" automatically
ceases ninety days after termination of the Agreement and may be withdrawn by
the Advisor on ninety days written notice.
The Advisor may make payments to banks or other financial institutions
that provide shareholder services and administer shareholder accounts. The
Glass-Steagall Act prohibits banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope of this
prohibition under the Glass-Steagall Act has not been clearly defined by the
courts or appropriate regulatory agencies, management of the Fund believes that
the Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law expressed herein and banks and financial institutions may be
required to register as dealers pursuant to state law. If a bank were prohibited
from continuing to perform all or a part of such services, management of the
Fund believes that there would be no material impact on the Fund or its
shareholders. Banks may charge their customers fees for offering these services
to the extent permitted by applicable regulatory authorities, and the overall
return to those shareholders availing themselves of the bank services will be
lower than to those shareholders who do not. The Fund may from time to time
purchase securities issued by banks which provide such services; however, in
selecting investments for the Fund, no preference will be shown for such
securities.
TRUSTEES AND OFFICERS
The names of the Trustees and executive officers of the Trust are shown
below. Each Trustee who is an "interested person" of the Trust, a defined in the
Investment Company Act of 1940, is indicated by an asterisk.
- 6 -
<PAGE>
<TABLE>
<S> <C> <C>
Name, Age and Address Position Principal Occupations During Past 5 Years
* Kenneth D. Trumpfheller President and Trustee President, Treasurer and Secretary of AmeriPrime
Age: 37 Financial Services, Inc., the Fund's administrator, and
1793 Kingswood Drive AmeriPrime Financial Securities, Inc., the Fund's
Suite 200 distributor. Prior to December, 1994, a senior client
Southlake, Texas 76092 executive with SEI Financial Services.
Kelli D. Shomaker, C.P.A. Secretary, Treasurer Manager of Compliance of AmeriPrime Financial
Age: 33 Services, Inc.; Vice President, Chief Accounting Officer,
1793 Kingswood Drive Treasurer and Controller of United Services Advisors,
Suite 200 Inc. and United Services Insurance Funds from 1994 to
Southlake, Texas 76092 1996; Vice President, Chief Accounting Officer,
Treasurer, and Controller of Accolade Funds and Pauze/Swanson
United Services Funds from 1993 to 1996; Controller from 1987
to 1996 and Vice President, Chief Accounting Officer and
Treasurer from 1990 to 1996 of United Services Funds;
Director of Security Trust & Financial Company from 1993
to 1996.
Steve L. Cobb Trustee President of Clare Energy, Inc., oil and gas exploration
Age: 37 company; International Marketing Manager of Carbo
140 Mockingbird Lane Ceramics Inc., oil field manufacturing/supply company.
Coppell, Texas 76019
Gary E. Hippenstiel Trustee Vice President and Chief Investment Officer of Legacy
Age: 48 Trust Company; President and Director of Heritage Trust
600 Jefferson Street Company from 1994 to 1996; Vice President and
Houston, Texas 70002 Manager of Investments of Kanaly Trust Company from
1988 to 1992.
</TABLE>
The compensation paid to the Trustees of the Trust is set forth in the
following table:
<TABLE>
<S> <C> <C> <C> <C>
Pension or
Aggregate Retirement Estimated Annual Total Compensation
Compensation Accrued As Part Benefits Upon from Trust (the Trust is
Name from Trust 1 of Fund Expenses Retirement not in a Fund Complex)
Kenneth D. Trumpfheller 0 0 0 0
Steve L. Cobb $4,000 0 0 $4,000
Gary E. Hippenstiel $4,000 0 0 $4,000
<FN>
1 Trustee fees are Trust expenses and each series of the Trust pays a portion of
the Trustee fees. The compensation is estimated for the first full year of the
Trust ending October 31, 1996.
</FN>
</TABLE>
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Board of Trustees of the Trust,
the Advisor is responsible for the Fund's portfolio decisions and the placing of
the Fund's portfolio transactions. In placing portfolio transactions, the
Advisor seeks the best qualitative execution for the Fund,
- 7 -
<PAGE>
taking into account such factors as price (including the applicable brokerage
commission or dealer spread), the execution capability, financial responsibility
and responsiveness of the broker or dealer and the brokerage and research
services provided by the broker or dealer. The Advisor generally seeks favorable
prices and commission rates that are reasonable in relation to the benefits
received.
The Advisor is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Fund and/or the other
accounts over which the Advisor exercises investment discretion and to pay such
brokers or dealers a commission in excess of the commission another broker or
dealer would charge if the Advisor determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of a particular transaction
or the Advisor's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.
Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Fund effects securities
transactions may also be used by the Advisor in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Advisor in connection with its services to the
Fund. Although research services and other information are useful to the Fund
and the Advisor, it is not possible to place a dollar value on the research and
other information received. It is the opinion of the Board of Trustees and the
Advisor that the review and study of the research and other information will not
reduce the overall cost to the Advisor of performing its duties to the Fund
under the Agreement.
Over-the-counter transactions will be placed either directly with
principal market makers or with broker-dealers, if the same or a better price,
including commissions and executions, is available. Fixed income securities are
normally purchased directly from the issuer, an underwriter or a market maker.
Purchases include a concession paid by the issuer to the underwriter and the
purchase price paid to a market maker may include the spread between the bid and
asked prices.
To the extent that the Trust and another of the Advisor's clients seek
to acquire the same security at about the same time, the Trust may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Trust may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. On the other hand, if the same securities
are bought or sold at the same time by more than one client, the resulting
participation in volume transactions could produce better executions for the
Trust. In the event that more than one client wants to purchase or sell the same
security on a given date, the purchases and sales will normally be made by
random client selection.
DETERMINATION OF SHARE PRICE
The price (net asset value) of the shares of the Fund is determined as
of 4:00 p.m., Eastern time on each day the Trust is open for business and on any
other day on which there is sufficient trading in the Fund's securities to
materially affect the net asset value. The Trust is open for
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<PAGE>
business on every day except Saturdays, Sundays and the following holidays: New
Year's Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas. For a description of the methods used to
determine the net asset value (share price), see "Share Price Calculation" in
the Prospectus.
INVESTMENT PERFORMANCE
"Average annual total return," as defined by the Securities and
Exchange Commission, is computed by finding the average annual compounded rates
of return (over the one and five year periods and the period from initial public
offering through the end of the Fund's most recent fiscal year) that would
equate the initial amount invested to the ending redeemable value, according to
the following formula:
P(1+T)n=ERV
Where: P = a hypothetical $1,000 initial investment
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the
applicable period of the hypothetical $1,000
investment made at the beginning of the
applicable period.
The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates and that a complete redemption
occurs at the end of the applicable period.
The Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue.
From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of the Fund
may be compared to indices of broad groups of unmanaged securities considered to
be representative of or similar to the portfolio holdings of the Fund or
considered to be representative of the stock market in general. The Fund may use
the Standard & Poor's 500 Stock Index or the Dow Jones Industrial Average.
In addition, the performance of the Fund may be compared to other
groups of mutual funds tracked by any widely used independent research firm
which ranks mutual funds by overall performance, investment objectives and
assets, such as Lipper Analytical Services, Inc. or Morningstar, Inc. The
objectives, policies, limitations and expenses of other mutual funds in a group
may not be the same as those of the Fund. Performance rankings and ratings
reported periodically in national financial publications such as Barron's and
Fortune also may be used.
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CUSTODIAN
Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, is
Custodian of the Fund's investments. The Custodian acts as the Fund's
depository, safekeeping its portfolio securities, collects all income and other
payments with respect thereto, disburses funds at the Fund's request and
maintains records in connection with its duties.
TRANSFER AGENT
American Data Services, Inc., 24 W. Carver Street, Huntington, New York
11743, acts as the Fund's transfer agent and, in such capacity, maintains the
records of each shareholder's account, answers shareholders' inquiries
concerning their accounts, processes purchases and redemptions of the Fund's
shares, acts as dividend and distribution disbursing agent and performs other
accounting and shareholder service functions. In addition, American Data
Services, Inc. provides the Fund with certain monthly reports, record-keeping
and other management-related services.
ACCOUNTANTS
The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake,
Ohio 44145, has been selected as independent public accountants for the Trust
for the fiscal year ending October 31, 1996. McCurdy & Associates performs an
annual audit of the Fund's financial statements and provides financial, tax and
accounting consulting services as requested.
DISTRIBUTOR
AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, is the exclusive agent for distribution of shares of the
Fund. The Distributor is obligated to sell the shares of the Fund on a best
efforts basis only against purchase orders for the shares.
Shares of the Fund are offered to the public on a continuous basis.
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AmeriPrime Funds
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
Included in Part A: None
Included in Part B: None
(b) Exhibits
(1) (i) Copy of Registrant's Declaration of Trust,
which was filed as an Exhibit to Registrant's
Registration Statement, is hereby
incorporated by reference.
(ii) Copy of Amendment No. 1 to Registrant's
Declaration of Trust, which was filed as an
Exhibit to Registrant's Pre-Effective
Amendment No. 1, is hereby incorporated by
reference.
(iii) Copy of Amendment No. 2 to Registrant's
Declaration of Trust, which was filed as an
Exhibit to Registrant's Post-Effective
Amendment No. 1, is hereby incorporated by
reference.
(2) Copy of Registrant's By-Laws, which was
filed as an Exhibit to Registrant's
Registration Statement, is hereby
incorporated by reference.
(3) Voting Trust Agreements - None.
(4) Specimen of Share Certificates - None.
(5) (i) Copy of Registrant's Management Agreement with
Carl Domino Associates, L.P., Adviser to Carl
Domino Equity Income Fund, which was filed as
an Exhibit to Registrant's Pre-Effective
Amendment No. 1, is hereby incorporated by
reference.
(ii) Copy of Registrant's Management Agreement with
Jenswold, King & Associates, Adviser to
Fountainhead Value Fund, which was filed as an
Exhibit to Registrant's Pre-Effective
Amendment No. 1, is hereby incorporated by
reference.
<PAGE>
(iii) Copy of Registrant's Management Agreement with
LBS Capital Management, Inc., Adviser to AIT
Vision U.S. Equity Portfolio, which was filed
as an Exhibit to Registrant's Pre-Effective
Amendment No. 1, is hereby incorporated by
reference.
(iv) Copy of Registrant's Management Agreement with
GLOBALT, Inc., Adviser to GLOBALT Growth Fund,
which was filed as an Exhibit to Registrant's
Pre-Effective Amendment No. 1, is hereby
incorporated by reference.
(v) Copy of Registrant's Management Agreement with
Newport Investment Advisors, Inc., Adviser to
The MAXIM Contrarian Fund, is filed herewith.
(vi) Copy of Registrant's Management
Agreement with IMS Capital
Management, Inc., Adviser to the IMS
Contrarian Fund, is filed herewith.
(6) Copy of Registrant's Underwriting Agreement with
AmeriPrime Financial Securities, Inc., which was
filed as an Exhibit to Registrant's Pre-Effective
Amendment No. 1, is hereby incorporated by
reference.
(7) Bonus, Profit Sharing, Pension or Similar Contracts
for the benefit of Directors or Officers - None.
(8) Copy of Registrant's Agreement with the Custodian,
Star Bank, N.A., which was filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, is
hereby incorporated by reference.
(9) Copy of Registrant's Agreement with the
Administrator, AmeriPrime Financial Services, Inc.,
which was filed as an Exhibit to Registrant's Pre-
Effective Amendment No. 1, is hereby incorporated by
reference.
(10) Opinion and Consent of Brown, Cummins & Brown Co.,
L.P.A. is filed herewith.
(11) Consent of independent public accountants is filed
herewith.
(12) Financial Statements Omitted from Item 23 - None.
(13) Copy of Letter of Initial Stockholders, which was
filed as an Exhibit to Registrant's Pre-Effective
Amendment No. 1, is hereby incorporated by
reference.
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<PAGE>
(14) Model Plan used in Establishment of any Retirement
Plan - None.
(15) (i) Copy of Registrant's Rule 12b-1 Distribution
Plan for The MAXIM Contrarian Fund, which was
filed as an Exhibit to Registrant's Post-
Effective Amendment No. 1, is hereby
incorporated by reference.
(ii) Copy of Registrant's Rule 12b-1 Service
Agreements for The MAXIM Contrarian Fund,
which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 1, is hereby
incorporated by reference.
(16) Schedule for Computation of Each Performance
Quotation - None.
(17) Financial Data Schedule - None.
(18) Rule 18f-3 Plan - None.
(19) (i) Power of Attorney for Registrant and
Certificate with respect thereto are
filed herewith.
(ii) Powers of Attorney for Trustees and Officers
are filed herewith.
Item 25. Persons Controlled by or Under Common Control with the
Registrant
As of April 30, 1996, the Carl Domino Associates, L.P., Profit
Sharing Trust may be deemed to control the Carl Domino Equity Income
Fund, and LBS Capital Management, Inc., a Florida corporation, may be
deemed to control the AIT Vision U.S. Equity Portfolio, as a result of
their respective beneficial ownership of those Funds.
Item 26. Number of Holders of Securities (as of April 30, 1996)
Title of Class Number of Record Holders
Carl Domino Equity Income Fund 20
Fountainhead Value Fund 1
AIT Vision U.S. Equity Portfolio 7
Globalt Growth Fund 18
The MAXIM Contrarian Fund 0
IMS Contrarian Value Fund 0
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<PAGE>
Item 27. Indemnification
(a) Article VI of the Registrant's Declaration of Trust provides
for indemnification of officers and Trustees as follows:
Section 6.4 Indemnification of Trustees, Officers, etc.
Subject to and except as otherwise provided in the
Securities Act of 1933, as amended, and the 1940 Act, the
Trust shall indemnify each of its Trustees and officers
(including persons who serve at the Trust's request as
directors, officers or trustees of another organization in
which the Trust has any interest as a shareholder, creditor
or otherwise (hereinafter referred to as a "Covered Person")
against all liabilities, including but not limited to amounts
paid in satisfaction of judgments, in compromise or as fines
and penalties, and expenses, including reasonable
accountants' and counsel fees, incurred by any Covered
Person in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal,
before any court or administrative or legislative body, in
which such Covered Person may be or may have been involved
as a party or otherwise or with which such person may be
or may have been threatened, while in office or thereafter,
by reason of being or having been such a Trustee or officer,
director or trustee, and except that no Covered Person shall
be indemnified against any liability to the Trust or its
Shareholders to which such Covered Person would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in
the conduct of such Covered Person's office.
Section 6.5 Advances of Expenses. The Trust shall
advance attorneys' fees or other expenses incurred by a
Covered Person in defending a proceeding to the full extent
permitted by the Securities Act of 1933, as amended, the
1940 Act, and Ohio Revised Code Chapter 1707, as amended.
In the event any of these laws conflict with Ohio Revised
Code Section 1701.13(E), as amended, these laws, and not
Ohio Revised Code Section 1701.13(E), shall govern.
Section 6.6 Indemnification Not Exclusive, etc. The
right of indemnification provided by this Article VI shall
not be exclusive of or
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<PAGE>
affect any other rights to which any such Covered Person
may be entitled. As used in this Article VI, "Covered Person"
shall include such person's heirs, executors and
administrators. Nothing contained in this article shall
affect any rights to indemnification to which personnel of
the Trust, other than Trustees and officers, and other
persons may be entitled by contract or otherwise under law,
nor the power of the Trust to purchase and maintain liability
insurance on behalf of any such person.
The Registrant may not pay for insurance which protects
the Trustees and officers against liabilities rising from
action involving willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in
the conduct of their offices.
(b) The Registrant may maintain a standard mutual fund and
investment advisory professional and directors and
officers liability policy. The policy, if maintained,
would provide coverage to the Registrant, its Trustees
and officers, and could cover its Advisers, among
others. Coverage under the policy would include losses
by reason of any act, error, omission, misstatement,
misleading statement, neglect or breach of duty.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
trustees, officers and controlling persons of the
Registrant pursuant to the provisions of Ohio law and
the Agreement and Declaration of the Registrant or the
By-Laws of the Registrant, or otherwise, the Registrant
has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against
public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of
the Trust in the successful defense of any action, suit
or proceeding) is asserted by such trustee, officer or
controlling person in connection with the securities
being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such
issue.
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<PAGE>
Item 28. Business and Other Connections of Investment Adviser
A. Carl Domino Associates, L.P., 580 Village Boulevard,
Suite 225, West Palm Beach, Florida 33409, ("CDA"),
adviser to the Carl Domino Equity Income Fund, is a
registered investment adviser.
(1) CDA has engaged in no other business during the
past two fiscal years.
(2) The following list sets forth other
substantial business activities of the
partners and officers of CDA during the past
two years.
(a) Penn Independent Corp., a partner in
CDA, is an insurance holding company
that operates a premium finance
company, a surplus lines insurance
company and a wholesale insurance
agency.
(b) James E. Heerin, Jr., an officer of CDA, is
vice president and general counsel of Penn
Independent Corp. and an officer and director
of Shrimp Culture II, Inc., both at 420 South
York Road, Hatboro, PA 19040. Shrimp
Culture II, Inc. raises and sells shrimp.
(c) Lawrence Katz, a partner in CDA, is an
orthopedic surgeon in private practice.
(d) Saltzman Partners, a partner in CDA, is a
limited partnership that invests in companies
and businesses.
(e) Cango Inversiones, SA, a partner in CDA, is a
foreign business entity that invests in U.S.
companies and businesses.
B. Jenswold, King & Associates, Inc., 1980 Post Oak
Boulevard, Suite 2400, Houston, Texas 77056-3898
("JKA"), adviser to the Fountainhead Value Fund, is a
registered investment adviser.
(1) JKA has engaged in no other business during the
past two fiscal years.
(2) The following list sets forth other
substantial business activities of the
directors and officers of JKA during the
past two years.
(a) John Servis, a director of JKA, is a licensed
real estate broker.
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<PAGE>
C. LBS Capital Management, Inc., 311 Park Place Boulevard,
Suite 330, Clearwater, Florida 34619 ("LBS"), adviser
to AIT Vision U.S. Equity Portfolio, is a registered
investment adviser.
(1) LBS has engaged in no other business during the
past two fiscal years.
(2) The following list sets forth other
substantial business activities of the
directors and officers of LBS during the
past two fiscal years.
(a) John S. Vasen, a director of LBS, is the
president of the Pinnacle Companies, an
apartment rehabilitation and management
business located in Atlanta, Georgia.
D. GLOBALT, Inc., 3060 Peachtree Road, N.W., One
Buckhead Plaza, Suite 225, Atlanta, Georgia 30305
("GLOBALT"), adviser to GLOBALT Growth Fund, is a
registered investment adviser.
(1) GLOBALT has engaged in no other business during
the past two fiscal years.
(2) The following list sets forth other
substantial business activities of the
officers and directors of GLOBALT during the
past two years.
(a) Gregory S. Paulette, an officer of GLOBALT,
is the president of GLOBALT Capital
Management, a division of GLOBALT.
E. Newport Investment Advisors, Inc., 20600 Chagrin
Boulevard, Suite 1020, Shaker Heights, Ohio 44122
("Newport"), adviser to The MAXIM Contrarian Fund, is a
registered investment adviser.
(1) Newport has engaged in no other business during
the past two fiscal years.
(2) The following list sets forth other
substantial business activities of the
officers and directors of Newport during the
past two years.
(a) Kenneth Holeski, president of
Newport, is the vice president of
Newport Evaluation Services, Inc., a
fiduciary consulting business at
20600 Chagrin Boulevard, Shaker
Heights, Ohio 44122, and a
registered representative of WRP
Investments, Inc., 4407
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<PAGE>
Belmont Avenue, Youngstown, Ohio
44505, a registered broker/dealer.
(b) Donn M. Goodman, vice president of Newport,
is the president of Newport Evaluation
Services, Inc.
F. IMS Capital Management, Inc., 10159 S.E. Sunnyside
Road, Suite 330, Portland, Oregon 97015, ("IMS"),
Adviser to the IMS Contrarian Value Fund, is a
registered investment adviser.
(1) IMS has engaged in no other business during the
past two fiscal years.
(2) The following list sets forth other
substantial business activities of the
directors and officers of IMS during the
past two years - None.
Item 29. Principal Underwriters
A. AmeriPrime Financial Securities, Inc., is the
Registrant's principle underwriter. Kenneth D.
Trumpfheller, 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, is the President, Secretary
and Treasurer of the underwriter and the President and
a Trustee of the Registrant.
Item 30. Location of Accounts and Records
Accounts, books and other documents required to be maintained
by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder will be maintained by the
Registrant at 1793 Kingswood Drive, Suite 200, Southlake,
Texas 76092 and/or by the Registrant's Custodian, Star Bank,
N.A., 425 Walnut Street, Cincinnati, Ohio 45202, and/or
transfer and shareholder service agent, American Data
Services, Inc., 24 West Carver Street, 2nd Fl., Huntington, New York
11743.
Item 31. Management Services Not Discussed in Parts A or B
None.
Item 32. Undertakings
(a) Not Applicable.
(b) The Registrant hereby undertakes to file a
Post-Effective Amendment, using financial statements
which need not be certified, within four to six months
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<PAGE>
from the effective date of the registration of the
initial four series of the Registrant.
(c) The Registrant hereby undertakes to furnish each
person to whom a prospectus is delivered with a copy
of the Registrant's latest annual report to
shareholders, upon request and without charge.
(d) The Registrant hereby undertakes to file a
Post-Effective Amendment, using financial statements
which need not be certified, within four to six
months from the effective date of The MAXIM
Contrarian Fund registration.
(e) The Registrant hereby undertakes to file a
Post-Effective Amendment, using financial statements
which need not be certified, within four to six
months from the effective date of The IMS Contrarian
Value Fund registration.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on the 9th day of May,
1996.
AmeriPrime Funds
By: /s/ Donald S. Mendelsohn
Donald S. Mendelsohn,
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Kenneth D. Trumpfheller President and
Trustee By:/s/ Donald S. Mendelsohn
Donald S. Mendelsohn,
Attorney-in-Fact
Steve L. Cobb Trustee May 9, 1996
Gary E. Hippenstiel Trustee
Kelli D. Shomaker Treasurer
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<PAGE>
EXHIBIT INDEX
1. Management Agreement with Newport Investment Advisors, Inc.....99.B5.1
2. Management Agreement with IMS Capital Management, Inc. ........99.B5.2
3. Opinion of Brown, Cummins & Brown Co., L.P.A. .................99.B10
4. Consent of McCurdy & Associates................................99.B11
5. Powers of Attorney.............................................99.TRUST POA
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MANAGEMENT AGREEMENT
TO: Newport Investment Advisors, Inc.
20600 Chagrin Boulevard, Suite 1020
Shaker Heights, Ohio 44122
Dear Sirs:
AmeriPrime Funds (the "Trust") herewith confirms our agreement with
you.
The Trust has been organized to engage in the business of an investment
company. The Trust currently offers several series of shares to investors, one
of which is The MAXIM Contrarian Fund (the "Fund").
You have been selected to act as the sole investment adviser of the
Fund and to provide certain other services, as more fully set forth below, and
you are willing to act as such investment adviser and to perform such services
under the terms and conditions hereinafter set forth. Accordingly, the Trust
agrees with you as follows upon the date of the execution of this Agreement.
1. ADVISORY SERVICES
You will regularly provide the Fund with such investment
advice as you in your discretion deem advisable and will furnish a continuous
investment program for the Fund consistent with the Fund's investment objectives
and policies. You will determine the securities to be purchased for the Fund,
the portfolio securities to be held or sold by the Fund and the portion of the
Fund's assets to be held uninvested, subject always to the Fund's investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect, and subject further to such policies and instructions as the
Board may from time to time establish. You will advise and assist the officers
of the Trust in taking such steps as are necessary or appropriate to carry out
the decisions of the Board and the appropriate committees of the Board regarding
the conduct of the business of the Fund.
2. ALLOCATION OF CHARGES AND EXPENSES
You will pay all operating expenses (other than expenses which
may be deemed to be related to the distribution of the Fund's shares) of the
Fund, including the compensation and expenses of any employees of the Fund and
of any other persons rendering any services to the Fund; clerical and
shareholder service staff salaries; office space and other office expenses; fees
and expenses incurred by the Fund in connection with membership in investment
company organizations; legal, auditing and accounting expenses;
non-organizational expenses of registering shares under federal and state
securities laws; insurance expenses; fees and expenses of the custodian,
transfer agent, dividend disbursing agent, shareholder service agent, plan
agent, administrator, accounting and pricing services agent and underwriter of
the Fund; expenses, including clerical expenses, of
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<PAGE>
issue, sale, redemption or repurchase of shares of the Fund; the cost of
preparing and distributing reports and notices to shareholders, the cost of
printing or preparing prospectuses and statements of additional information for
delivery to the Fund's current shareholders; the cost of printing or preparing
stock certificates or any other documents, statements or reports to
shareholders; expenses of shareholders' meetings and proxy solicitations; and
all other operating expenses not specifically assumed by the Fund.
The Fund will pay all brokerage fees and commissions, taxes,
interest, expenses incurred by the Trust in connection with the organization and
initial registration of shares of the Fund, fees and expenses of the
non-interested person trustees and such extraordinary or non-recurring expenses
as may arise, including litigation to which the Fund may be a party and
indemnification of the Trust's trustees and officers with respect thereto. You
may obtain reimbursement from the Fund, at such time or times as you may
determine in your sole discretion, for any of the expenses advanced by you,
which the Fund is obligated to pay, and such reimbursement shall not be
considered to be part of your compensation pursuant to this Agreement. The Fund
will pay you a distribution fee pursuant to the Fund's Rule 12b-1 Distribution
Plan, and such distribution fee shall not be considered to be part of your
compensation pursuant to this Agreement. You will not be reimbursed for
distribution related expenses that you incur in excess of the distribution fee.
3. COMPENSATION OF THE ADVISER
For all of the services to be rendered and payments to be made
as provided in this Agreement, as of the last business day of each month, the
Fund will pay you a fee at the annual rate of 2.50% of the average value of its
daily net assets.
The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable provisions of the Declaration of Trust of
the Trust or a resolution of the Board, if required. If, pursuant to such
provisions, the determination of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the business day, or as of such other time
as the value of the Fund's net assets may lawfully be determined, on that day.
If the determination of the net asset value of the Fund has been suspended for a
period including such month, your compensation payable at the end of such month
shall be computed on the basis of the value of the net assets of the Fund as
last determined (whether during or prior to such month).
4. EXECUTION OF PURCHASE AND SALE ORDERS
In connection with purchases or sales of portfolio securities
for the account of the Fund, it is understood that you will arrange for the
placing of all orders for the purchase and sale of portfolio securities for the
account with brokers or dealers selected by you, subject to review of this
selection by the Board from time to time. You will be responsible for the
negotiation and the allocation of principal business and portfolio brokerage. In
the selection of such brokers or dealers and the placing of such orders, you are
directed at all times to seek for the Fund the best qualitative
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<PAGE>
execution, taking into account such factors as price (including the applicable
brokerage commission or dealer spread), the execution capability, financial
responsibility and responsiveness of the broker or dealer and the brokerage and
research services provided by the broker or dealer.
You should generally seek favorable prices and commission
rates that are reasonable in relation to the benefits received. In seeking best
qualitative execution, you are authorized to select brokers or dealers who also
provide brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) to the Fund and/or the other
accounts over which you exercise investment discretion. You are authorized to
pay a broker or dealer who provides such brokerage and research services a
commission for executing a Fund portfolio transaction which is in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if you determine in good faith that the amount of the
commission is reasonable in relation to the value of the brokerage and research
services provided by the executing broker or dealer. The determination may be
viewed in terms of either a particular transaction or your overall
responsibilities with respect to the Fund and to accounts over which you
exercise investment discretion. The Fund and you understand and acknowledge
that, although the information may be useful to the Fund and you, it is not
possible to place a dollar value on such information. The Board shall
periodically review the commissions paid by the Fund to determine if the
commissions paid over representative periods of time were reasonable in relation
to the benefits to the Fund.
Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking best qualitative
execution as described above, you may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute Fund
portfolio transactions.
Subject to the provisions of the Investment Company Act of
1940, as amended, and other applicable law, you, any of your affiliates or any
affiliates of your affiliates may retain compensation in connection with
effecting the Fund's portfolio transactions, including transactions effected
through others. If any occasion should arise in which you give any advice to
clients of yours concerning the shares of the Fund, you will act solely as
investment counsel for such client and not in any way on behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to be deemed to be
exclusive and it is understood that you may render investment advice, management
and other services to others, including other registered investment companies.
5. LIMITATION OF LIABILITY OF ADVISER
You may rely on information reasonably believed by you to be
accurate and reliable. Except as may otherwise be required by the Investment
Company Act of 1940 or the rules thereunder, neither you nor your officers,
directors, employees, agents, control persons or affiliates of any thereof shall
be subject to any liability for, or any damages, expenses or losses incurred by
the Trust in connection with, any error of judgment, mistake of law, any act or
omission connected with or arising out of any services rendered under, or
payments made pursuant to, this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or gross
negligence on the part of any such persons in the performance of your duties
under
- 3 -
<PAGE>
this Agreement, or by reason of reckless disregard by any of such persons of
your obligations and duties under this Agreement.
Any person, even though also a director, officer, employee or
agent of you, who may be or become an officer, director, trustee, employee or
agent of the Trust, shall be deemed, when rendering services to the Trust or
acting on any business of the Trust (other than services or business in
connection with your duties hereunder), to be rendering such services to or
acting solely for the Trust and not as a director, officer, employee or agent of
you, or one under your control or direction, even though paid by you.
6. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall take effect on the date of its execution
by you, and shall remain in force for a period of two (2) years from the date of
its execution, and from year to year thereafter, subject to annual approval by
(i) the Board or (ii) a vote of a majority (as defined in the Investment Company
Act of 1940) of the outstanding voting securities of the Fund, provided that in
either event continuance is also approved by a majority of the trustees who are
not "interested persons," as defined in the Investment Company Act of 1940, of
you or the Trust, by a vote cast in person at a meeting called for the purpose
of voting such approval.
If the shareholders of the Fund fail to approve the Agreement
in the manner set forth above, upon request of the Board, you will continue to
serve or act in such capacity for the Fund for the period of time pending
required approval of the Agreement, of a new agreement with you or a different
adviser or other definitive action; provided that the compensation to be paid by
the Fund to you for your services to and payments on behalf of the Fund will be
equal to the lesser of your actual costs incurred in furnishing such services
and payments or the amount you would have received under this Agreement for
furnishing such services and payments.
This Agreement may, on sixty days written notice, be
terminated with respect to the Fund, at any time without the payment of any
penalty, by the Board, by a vote of a majority of the outstanding voting
securities of the Fund, or by you. This Agreement shall automatically terminate
in the event of its assignment.
7. USE OF NAME
The Trust and you acknowledge that all rights to the name "The
MAXIM Contrarian" belongs to you, and that the Trust is being granted a limited
license to use such words in its Fund name or in any class name. In the event
you cease to be the adviser to the Fund, the Trust's right to the use of the
name "The MAXIM Contrarian" shall automatically cease on the ninetieth day
following the termination of this Agreement. The right to the name may also be
withdrawn by you during the term of this Agreement upon ninety (90) days'
written notice by you to the Trust. Nothing contained herein shall impair or
diminish in any respect, your right to use the name "The MAXIM Contrarian" in
the name of, or in connection with, any other business enterprises with which
you are or may become associated. There is no charge to the Trust for the right
to use these names.
- 4 -
<PAGE>
8. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this Agreement shall be
effective until approved by the Board, including a majority of the trustees who
are not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
current interpretations of the Act by the Securities and Exchange Commission) by
vote of the holders of a majority of the outstanding voting securities of the
series to which the amendment relates.
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
The term "AmeriPrime Funds" means and refers to the Trustees
from time to time serving under the Trust's Declaration of Trust as the same may
subsequently thereto have been, or subsequently hereto be, amended. It is
expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the trustees and shareholders
of the Trust and signed by officers of the Trust, acting as such, and neither
such authorization by such trustees and shareholders nor such execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.
10. SEVERABILITY
In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.
11. QUESTIONS OF INTERPRETATION
(a) This Agreement shall be governed by the laws of the
State of Ohio.
(b) Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the Investment Company Act of 1940, as amended (the "Act") shall be
resolved by reference to such term or provision of the Act and to interpretation
thereof, if any, by the United States courts or in the absence of any
controlling decision of any such court, by rules, regulations or orders of the
Securities and Exchange Commission issued pursuant to said Act. In addition,
where the effect of a requirement of the Act, reflected in any provision of this
Agreement is revised by rule, regulation or order of the Securities and Exchange
Commission, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
- 5 -
<PAGE>
12. NOTICES
Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust is
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092, and your address for
this purpose shall be 707 Skokie Boulevard, Suite 200, Northbrook, Illinois
60062.
13. COUNTERPARTS
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
14. BINDING EFFECT
Each of the undersigned expressly warrants and represents that
he has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his signature will operate to bind the party indicated
to the foregoing terms.
15. CAPTIONS
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
If you are in agreement with the foregoing, please sign the
form of acceptance on the accompanying counterpart of this letter and return
such counterpart to the Trust, whereupon this letter shall become a binding
contract upon the date thereof.
Yours very truly,
AmeriPrime Funds
By
Kenneth D. Trumpfheller, President
Dated: _________________, 1996
ACCEPTANCE
The foregoing Agreement is hereby accepted.
Newport Investment Advisors, Inc.
By
Kenneth Holeski, President
Dated: _______________, 1996
- 6 -
MANAGEMENT AGREEMENT
TO: IMS Capital Management, Inc.
10159 S.E. Sunnyside Road
Suite 330
Portland, Oregon 97015
Dear Sirs:
AmeriPrime Funds (the "Trust") herewith confirms our agreement
with you.
The Trust has been organized to engage in the business of an investment
company. The Trust currently offers several series of shares to investors, one
of which is the IMS Contrarian Value Fund (the "Fund").
You have been selected to act as the sole investment advisor of the
Fund and to provide certain other services, as more fully set forth below, and
you are willing to act as such investment advisor and to perform such services
under the terms and conditions hereinafter set forth. Accordingly, the Trust
agrees with you as follows upon the date of the execution of this Agreement.
1. ADVISORY SERVICES
You will regularly provide the Fund with such investment advice as you
in your discretion deem advisable and will furnish a continuous investment
program for the Fund consistent with the Fund's investment objectives and
policies. You will determine the securities to be purchased for the Fund, the
portfolio securities to be held or sold by the Fund and the portion of the
Fund's assets to be held uninvested, subject always to the Fund's investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect, and subject further to such policies and instructions as the
Board may from time to time establish. You will advise and assist the officers
of the Trust in taking such steps as are necessary or appropriate to carry out
the decisions of the Board and the appropriate committees of the Board regarding
the conduct of the business of the Fund.
2. ALLOCATION OF CHARGES AND EXPENSES
You will pay the compensation and expenses of any persons rendering any
services to the Fund who are officers, directors, stockholders or employees of
your corporation and will make available, without expense to the Fund, the
services of such of your employees as may duly be elected officers or trustees
of the Trust, subject to their individual consent to serve and to any
limitations imposed by law. The compensation and expenses of any officers,
trustees and employees of the Trust who are not officers, directors, employees
or stockholders of your corporation will be paid by the Fund.
You will pay all expenses incurred by the Trust in connection with the
organization and initial registration of shares of the Fund. You will also pay
all advertising promotion, and other expenses incurred in connection with the
sale or distribution of the Fund's shares, if any.
<PAGE>
The Fund will be responsible for the payment of all operating expenses
of the Fund, including fees and expenses incurred by the Fund in connection with
membership in investment company organizations; brokerage fees and commissions;
legal, auditing and accounting expenses; non-organizational expenses of
registering shares under federal and state securities laws; insurance expenses;
taxes or governmental fees; fees and expenses of the custodian, transfer agent,
shareholder service agent, dividend disbursing agent, plan agent, administrator,
accounting and pricing services agent and distributor of the Fund; expenses,
including clerical expenses, of issue, sale, redemption or repurchase of shares
of the Fund; the fees and expenses of trustees of the Trust who are not
affiliated with you; the cost of preparing and distributing reports and notices
to shareholders; the cost of printing or preparing prospectuses and statements
of additional information for delivery to the Fund's shareholders; the cost of
printing or preparing stock certificates or any other documents, statements or
reports to shareholders; expenses of shareholders' meetings and proxy
solicitations; such extraordinary or non-recurring expenses as may arise,
including litigation to which the Trust may be a party and indemnification for
the Trust's officers and trustees with respect thereto; or any other expense not
specifically described above incurred in the performance of the Fund's
obligations. All other expenses not assumed by you herein incurred by the Fund
in connection with the organization, registration of shares and operations of
the Fund will be borne by the Fund.
You may obtain reimbursement from the Fund, at such time or times as
you may determine in your sole discretion, for any of the expenses advanced by
you, which the Fund is obligated to pay, and such reimbursement shall not be
considered to be part of your compensation pursuant to this Agreement.
3. COMPENSATION OF THE ADVISER
For all of the services to be rendered and payments to be made
as provided in this Agreement, as of the last business day of each month, the
Fund will pay you a fee at the annual rate of 1.84% of the average value of its
daily net assets.
The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable provisions of the Declaration of Trust of
the Trust or a resolution of the Board, if required. If, pursuant to such
provisions, the determination of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the business day, or as of such other time
as the value of the Fund's net assets may lawfully be determined, on that day.
If the determination of the net asset value of the Fund has been suspended for a
period including such month, your compensation payable at the end of such month
shall be computed on the basis of the value of the net assets of the Fund as
last determined (whether during or prior to such month).
4. EXECUTION OF PURCHASE AND SALE ORDERS
In connection with purchases or sales of portfolio securities
for the account of the Fund, it is understood that you will arrange for the
placing of all orders for the purchase and sale of portfolio securities for the
account with brokers or dealers selected by you, subject to review of this
selection by the Board from time to time. You will be responsible for the
negotiation and the allocation of principal business and portfolio brokerage. In
the selection of such brokers or dealers
- 2 -
<PAGE>
and the placing of such orders, you are directed at all times to seek for the
Fund the best qualitative execution, taking into account such factors as price
(including the applicable brokerage commission or dealer spread), the execution
capability, financial responsibility and responsiveness of the broker or dealer
and the brokerage and research services provided by the broker or dealer.
You should generally seek favorable prices and commission
rates that are reasonable in relation to the benefits received. In seeking best
qualitative execution, you are authorized to select brokers or dealers who also
provide brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) to the Fund and/or the other
accounts over which you exercise investment discretion. You are authorized to
pay a broker or dealer who provides such brokerage and research services a
commission for executing a Fund portfolio transaction which is in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if you determine in good faith that the amount of the
commission is reasonable in relation to the value of the brokerage and research
services provided by the executing broker or dealer. The determination may be
viewed in terms of either a particular transaction or your overall
responsibilities with respect to the Fund and to accounts over which you
exercise investment discretion. The Fund and you understand and acknowledge
that, although the information may be useful to the Fund and you, it is not
possible to place a dollar value on such information. The Board shall
periodically review the commissions paid by the Fund to determine if the
commissions paid over representative periods of time were reasonable in relation
to the benefits to the Fund.
Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking best qualitative
execution as described above, you may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute Fund
portfolio transactions.
Subject to the provisions of the Investment Company Act of
1940, as amended, and other applicable law, you, any of your affiliates or any
affiliates of your affiliates may retain compensation in connection with
effecting the Fund's portfolio transactions, including transactions effected
through others. If any occasion should arise in which you give any advice to
clients of yours concerning the shares of the Fund, you will act solely as
investment counsel for such client and not in any way on behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to be deemed to be
exclusive and it is understood that you may render investment advice, management
and other services to others, including other registered investment companies.
5. LIMITATION OF LIABILITY OF ADVISER
You may rely on information reasonably believed by you to be
accurate and reliable. Except as may otherwise be required by the Investment
Company Act of 1940 or the rules thereunder, neither you nor your officers,
directors, employees, agents, control persons or affiliates of any thereof shall
be subject to any liability for, or any damages, expenses or losses incurred by
the Trust in connection with, any error of judgment, mistake of law, any act or
omission connected with or arising out of any services rendered under, or
payments made pursuant to, this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or gross
negligence on the part of any such persons in the performance of your duties
under
- 3 -
<PAGE>
this Agreement, or by reason of reckless disregard by any of such persons of
your obligations and duties under this Agreement.
Any person, even though also a director, officer, employee or
agent of you, who may be or become an officer, director, trustee, employee or
agent of the Trust, shall be deemed, when rendering services to the Trust or
acting on any business of the Trust (other than services or business in
connection with your duties hereunder), to be rendering such services to or
acting solely for the Trust and not as a director, officer, employee or agent of
you, or one under your control or direction, even though paid by you.
6. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall take effect on the date of its execution
by you, and shall remain in force for a period of two (2) years from the date of
its execution, and from year to year thereafter, subject to annual approval by
(i) the Board or (ii) a vote of a majority (as defined in the Investment Company
Act of 1940) of the outstanding voting securities of the Fund, provided that in
either event continuance is also approved by a majority of the trustees who are
not "interested persons," as defined in the Investment Company Act of 1940, of
you or the Trust, by a vote cast in person at a meeting called for the purpose
of voting such approval.
If the shareholders of the Fund fail to approve the Agreement
in the manner set forth above, upon request of the Board, you will continue to
serve or act in such capacity for the Fund for the period of time pending
required approval of the Agreement, of a new agreement with you or a different
adviser or other definitive action; provided that the compensation to be paid by
the Fund to you for your services to and payments on behalf of the Fund will be
equal to the lesser of your actual costs incurred in furnishing such services
and payments or the amount you would have received under this Agreement for
furnishing such services and payments.
This Agreement may, on sixty days written notice, be
terminated with respect to the Fund, at any time without the payment of any
penalty, by the Board, by a vote of a majority of the outstanding voting
securities of the Fund, or by you. This Agreement shall automatically terminate
in the event of its assignment.
7. USE OF NAME
The Trust and you acknowledge that all rights to the names
"IMS" and "IMS Contrarian" belong to you, and that the Trust is being granted a
limited license to use such words in its Fund name or in any class name. In the
event you cease to be the adviser to the Fund, the Trust's right to the use of
the names "IMS" and "IMS Contrarian" shall automatically cease on the ninetieth
day following the termination of this Agreement. The right to the names may also
be withdrawn by you during the term of this Agreement upon ninety (90) days'
written notice by you to the Trust. Nothing contained herein shall impair or
diminish in any respect, your right to use the names "IMS" or "IMS Contrarian"
or an deviation thereof in the name of, or in connection with, any other
business enterprises with which you are or may become associated. There is no
charge to the Trust for the right to use these names.
- 4 -
<PAGE>
8. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this Agreement shall be
effective until approved by the Board, including a majority of the trustees who
are not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
current interpretations of the Act by the Securities and Exchange Commission) by
vote of the holders of a majority of the outstanding voting securities of the
series to which the amendment relates.
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
The term "AmeriPrime Funds" means and refers to the Trustees
from time to time serving under the Trust's Declaration of Trust as the same may
subsequently thereto have been, or subsequently hereto be, amended. It is
expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the trustees and shareholders
of the Trust and signed by officers of the Trust, acting as such, and neither
such authorization by such trustees and shareholders nor such execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.
10. SEVERABILITY
In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.
11. QUESTIONS OF INTERPRETATION
(a) This Agreement shall be governed by the laws of the
State of Ohio.
(b) Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the Investment Company Act of 1940, as amended (the "Act") shall be
resolved by reference to such term or provision of the Act and to interpretation
thereof, if any, by the United States courts or in the absence of any
controlling decision of any such court, by rules, regulations or orders of the
Securities and Exchange Commission issued pursuant to said Act. In addition,
where the effect of a requirement of the Act, reflected in any provision of this
Agreement is revised by rule, regulation or order of the Securities and Exchange
Commission, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
12. NOTICES
Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the
- 5 -
<PAGE>
Trust is 1793 Kingswood Drive, Suite 200, Southlake, Texas 76092, and your
address for this purpose shall be 10159 S.E. Sunnyside Road, Suite 330,
Portland, Oregon 97015.
13. COUNTERPARTS
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
14. BINDING EFFECT
Each of the undersigned expressly warrants and represents that
he has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his signature will operate to bind the party indicated
to the foregoing terms.
15. CAPTIONS
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
If you are in agreement with the foregoing, please sign the
form of acceptance on the accompanying counterpart of this letter and return
such counterpart to the Trust, whereupon this letter shall become a binding
contract upon the date thereof.
Yours very truly,
AmeriPrime Funds
By
Kenneth D. Trumpfheller, President
Dated: _________________, 1996
ACCEPTANCE
The foregoing Agreement is hereby accepted.
IMS Capital Management, Inc.
By
Carl W. Marker, President
Dated: _______________, 1996
- 6 -
May 9, 1996
AmeriPrime Funds
1793 Kingswood Drive, Suite 200
Southlake, Texas 76092
Gentlemen:
This letter is in response to your request for our opinion in
connection with the filing of Post-Effective Amendment No. 2 of AmeriPrime Funds
(the "Trust").
We have examined a copy of the Trust's Agreement and Declaration of
Trust, the Trust's By-Laws, the Trust's record of the various actions by the
Trustees thereof, and all such agreements, certificates of public officials,
certificates of officers and representatives of the Trust and others, and such
other documents, papers, statutes and authorities as we deem necessary to form
the basis of the opinion hereinafter expressed. We have assumed the genuineness
of the signatures and the conformity to original documents of the copies of such
documents supplied to us as original or photostat copies.
Based upon the foregoing, we are of the opinion that, after
registration is effective for purposes of federal and applicable state
securities laws, the shares of each series of the Trust, if issued in accordance
with the then current Prospectus and Statement of Additional Information of the
Trust, will be legally issued, fully paid and non-assessable.
We herewith give you our permission to file this opinion with the
Securities and Exchange Commission as an exhibit to Post-Effective Amendment No.
2 referred to above.
Very truly yours,
/s/ Brown, Cummins & Brown Co., L.P.A.
BROWN, CUMMINS & BROWN CO., L.P.A.
BCB:jh
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use in this
Post-Effective Amendment Number 2 of all references to our firm included in or
made a part of this Post-Effective Amendment.
/s/ McCurdy & Associates CPA's, Inc.
McCurdy & Associates CPA's, Inc.
May 3, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AmeriPrime Funds, a business trust organized under the laws of
the State of Ohio (hereinafter referred to as the "Trust"), proposes to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 2 to its Registration Statement; and
WHEREAS, the undersigned is a Trustee and the President of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file such Post-Effective Amendment, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd
day of May, 1996.
/s/ Kenneth D. Trumpfheller
--------------------------------------------
KENNETH D. TRUMPFHELLER, Trustee and
President
STATE OF TEXAS )
) ss:
COUNTY OF TARRANT )
Before me, a Notary Public, in and for said county and state,
personally appeared KENNETH D. TRUMPFHELLER, known to me to be the person
described in and who executed the foregoing instrument, and who acknowledged to
me that he executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 3rd day of May, 1996.
/s/ Cynthia K. Mays
--------------------------------------------
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AmeriPrime Funds, a business trust organized under the laws of
the State of Ohio (hereinafter referred to as the "Trust"), proposes to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 2 to its Registration Statement; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file such Post-Effective Amendment, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th
day of May, 1996.
/s/ Steve L. Cobb
--------------------------------------------
STEVE L. COBB, Trustee
STATE OF TEXAS )
) ss:
COUNTY OF DALLAS )
Before me, a Notary Public, in and for said county and state,
personally appeared STEVE L. COBB, known to me to be the person described in and
who executed the foregoing instrument, and who acknowledged to me that he
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 6th day of May, 1996.
/s/ Debra Hildebrandt
--------------------------------------------
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AmeriPrime Funds, a business trust organized under the laws of
the State of Ohio (hereinafter referred to as the "Trust"), proposes to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 2 to its Registration Statement; and
WHEREAS, the undersigned is a Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file such Post-Effective Amendment, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
6th day of May, 1996.
/s/ Gary E. Hippenstiel
--------------------------------------------
GARY E. HIPPENSTIEL, Trustee
STATE OF TEXAS )
) ss:
COUNTY OF HARRIS )
Before me, a Notary Public, in and for said county and state,
personally appeared GARY E. HIPPENSTIEL, known to me to be the person described
in and who executed the foregoing instrument, and who acknowledged to me that he
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 6 day of May, 1996.
/s/ Sharon Iles
--------------------------------------------
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AmeriPrime Funds, a business trust organized under the laws of
the State of Ohio (hereinafter referred to as the "Trust"), proposes to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 2 to its Registration Statement; and
WHEREAS, the undersigned is Treasurer of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, her attorneys for her and
in her name, place and stead, and in her office and capacity in the Trust, to
execute and file such Post-Effective Amendment, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully to all intents and purposes as she might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 6th
day of May, 1996.
/s/ Kelli D. Shomaker
--------------------------------------------
KELLI D. SHOMAKER, Treasurer
STATE OF TEXAS )
) ss:
COUNTY OF BRAZOS )
Before me, a Notary Public, in and for said county and state,
personally appeared KELLI D. SHOMAKER, known to me to be the person described in
and who executed the foregoing instrument, and who acknowledged to me that she
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 6th day of May, 1996.
/s/ Marsha Lee Berger
--------------------------------------------
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS:
WHEREAS, AmeriPrime Funds, a business trust organized under the laws of
the State of Ohio (hereinafter referred to as the "Trust"), proposes to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 2 to its Registration Statement; and
NOW, THEREFORE, the Trust hereby constitutes and appoints JAMES R.
CUMMINS and DONALD S. MENDELSOHN, and each of them, its attorneys for it and in
its name, place and stead, to execute and file such Post-Effective Amendment,
hereby giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as it might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the Trust has caused its name to be subscribed
hereto by the President this 8th day of May, 1996.
ATTEST: AmeriPrime Funds
__________________________________ By:/s/ Kenneth D. Trumpfheller
Kelli D. Shomaker, Secretary KENNETH D. TRUMPFHELLER, President
STATE OF TEXAS )
) ss:
COUNTY OF TARRANT )
Before me, a Notary Public, in and for said county and state,
personally appeared KENNETH D. TRUMPFHELLER, President, who represented that he
is duly authorized in the premises, and who is known to me to be the person
described in and who executed the foregoing instrument, and he duly acknowledged
to me that he executed and delivered the same for the purposes therein
expressed.
WITNESS my hand and official seal this 8th day of May, 1996.
/s/ Amy Carter
-----------------------------------------
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS:
WHEREAS, AmeriPrime Funds, a business trust organized under the laws of
the State of Ohio (hereinafter referred to as the "Trust"), proposes to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 2 to its Registration Statement; and
NOW, THEREFORE, the Trust hereby constitutes and appoints JAMES R.
CUMMINS and DONALD S. MENDELSOHN, and each of them, its attorneys for it and in
its name, place and stead, to execute and file such Post-Effective Amendment,
hereby giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as it might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the Trust has caused its name to be subscribed
hereto by the President this 6th day of May, 1996.
ATTEST: AmeriPrime Funds
/s/ Kelli D. Schomaker By:_____________________________________
Kelli D. Shomaker, Secretary KENNETH D. TRUMPFHELLER, President
STATE OF TEXAS )
) ss:
COUNTY OF BRAZOS )
Before me, a Notary Public, in and for said county and state,
personally appeared KELLI D. SHOMAKER, Secretary, who represented that she is
duly authorized in the premises, and who is known to me to be the person
described in and who executed the foregoing instrument, and she duly
acknowledged to me that she executed and delivered the same for the purposes
therein expressed.
WITNESS my hand and official seal this 6th day of May, 1996.
/s/ Marsha Lee Berger
-----------------------------------------
Notary Public
<PAGE>
CERTIFICATE
The undersigned, Secretary of AmeriPrime Funds, hereby certifies that
the following resolution was duly adopted by a majority of the Board of Trustees
at a meeting held April 24, 1996, and is in full force and effect:
"WHEREAS, AmeriPrime Funds, a business trust organized under
the laws of the State of Ohio (hereinafter referred to as the
"Trust"), proposes to file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933
and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 2 to its Registration Statement;
NOW, THEREFORE, the Trust hereby constitutes and appoints
JAMES R. CUMMINS and DONALD S. MENDELSOHN, and each of them,
its attorneys for it and in its name, place and stead, to
execute and file such Post-Effective Amendment, hereby giving
and granting to said attorneys full power and authority to do
and perform all and every act and thing whatsoever requisite
and necessary to be done in and about the premises as fully to
all intents and purposes as it might or could do if personally
present at the doing thereof, hereby ratifying and confirming
all that said attorneys may or shall lawfully do or cause to
be done by virtue hereof."
Dated: May 6, 1996 /s/ Kelli D. Shomaker
----------------------------------------------
Kelli D. Shomaker, Secretary
AmeriPrime Funds
