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. 10 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
OF 1940
Amendment No. 11 /X/
(Check appropriate box or boxes.)
AmeriPrime Funds - File Nos. 33-96826 and 811-9096
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092
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(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: June, 1997
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b) / / on _____________
pursuant to paragraph (b) / / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1) /X/ 75 days after filing pursuant to
paragraph (a)(2) / / on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered
Omit from the facing sheet reference to the other Act if the
Registration Statement or amendment is filed under only one of the Acts. Include
the "Approximate Date of Proposed Public Offering" and "Title of Securities
Being Registered" only where securities are being registered under the
Securities
Act of 1933.
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AmeriPrime Funds
CROSS REFERENCE SHEET
FORM N-1A
FOR WORTHINGTON THEME FUND
ITEM SECTION IN COMBINED PROSPECTUS
1.............................. Cover Page
2.............................. Summary of Fund Expenses
3.............................. None
4.............................. The Funds, Investment Objective and
Strategies and Risk Considerations,
Investment Policies, 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, How
to Redeem Shares
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.............................. Financial Statements
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PROSPECTUS ___________, 1998
WORTHINGTON THEME FUND
200 Park Avenue
Suite 3900
New York, NY 10166
For Information, Shareholder Services and Requests:
(800)__-____
The investment objective of the Worthington Theme Fund (the "Fund") is
to provide long term capital growth to its shareholders. The Fund's advisor, CWH
Associates Inc. (the "Advisor"), seeks to achieve this objective by investing
primarily in equity securities of companies which the Advisor believes are
positioned to take advantage of certain socioeconomic themes identified by the
Advisor as likely to benefit from increasing public awareness. Each theme
represents a significant change in the way industry or society does business or
interacts with the world. The Fund is a non-diversified fund, and this
Prospectus provides information relating to the additional risks associated with
non- diversification.
Sales are made on a "no-load" basis, without sales charge at the Fund's
per share net asset value. 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 dated _________, 1998
has been filed with the Securities and Exchange Commission (the "SEC"), is
incorporated herein by reference, and can be obtained without charge by calling
the Fund at the phone number listed above. The SEC maintains a Web Site
(http://www.sec.gov) that contains the Statement of Additional Information,
material incorporated by reference, and other information regarding registrants
that file electronically with the SEC.
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.
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TABLE OF CONTENTS
Page
SUMMARY OF FUND EXPENSES
Shareholder Transaction Expenses Annual Fund Operating Expenses
THE FUND INVESTMENT OBJECTIVE AND STRATEGIES AND RISK CONSIDERATIONS HOW TO
INVEST IN THE FUND Initial Purchase Additional Investments Automatic Investment
Plan Tax Sheltered Retirement Plans Other Purchase Information HOW TO REDEEM
SHARES SHARE PRICE CALCULATION DIVIDENDS AND DISTRIBUTIONS TAXES OPERATION OF
THE FUND INVESTMENT POLICIES, TECHNIQUES AND RISK CONSIDERATIONS Equity
Securities ADRs, GDRs and EDRs Investment In New Issuers Short Sales Options
Transactions Borrowing and Leverage Lending U.S. Government Securities
Repurchase Agreements Illiquid Securities Non-Diversification and Concentration
General GENERAL INFORMATION Fundamental Policies Portfolio Turnover Shareholder
Rights PERFORMANCE INFORMATION -5-
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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 unlike most other mutual funds, the Fund does
not pay directly for transfer agency, pricing, custodial, auditing or legal
services, nor does it pay directly any general administrative or other
significant operating expenses. The Advisor pays all of the expenses of the Fund
except brokerage, taxes, interest, fees and expenses of non-interested person
trustees and extraordinary expenses. In addition, the Fund does not charge a
12b-1 fee.
Shareholder Transaction Expenses
Sales Load Imposed on Purchases.......................................NONE
Sales Load Imposed on Reinvested Dividends............................NONE
Deferred Sales Load...................................................NONE
Redemption Fees on shares held 59 days or less (as a % of redemption
amount)...............................................................2.00%
Exchange Fees.........................................................NONE
Annual Fund Operating Expenses (as a percentage of average net assets)1
Management Fees...................................................... 2.00%
12b-1 Charges.........................................................NONE
Other Expenses........................................................0.00%
Total Fund Operating Expenses.........................................2.00%
1 The Fund's total operating expenses are equal to the management fee paid
to the Advisor because the Advisor pays all of the Fund's operating
expenses (except as described in footnote 3).
2 The Fund estimates that other expenses (fees and expenses of the trustees
who are not "interested persons" as defined in the Investment Company Act)
will be less than .001% of average net assets for the first fiscal year.
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
$20 $63
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THE FUND
Worthington Theme Fund (the "Fund") was organized as a series of
AmeriPrime Funds, an Ohio business trust (the "Trust"), on December __, 1997.
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 CWH Associates, Inc. (the "Advisor").
INVESTMENT OBJECTIVE AND STRATEGIES AND RISK CONSIDERATIONS
The investment objective of the Fund is to provide long-term capital
growth to its shareholders. The Advisor seeks to achieve this objective by
investing primarily in equity securities of companies which the Advisor believes
are positioned to take advantage of certain socioeconomic themes identified by
the Advisor as likely to benefit from increasing public awareness.
Each theme represents a significant change in the way industry or
society does business or interacts with the world. Examples might be
"Networking" or "Productivity" or "The Year 2000 Problem." Based on fundamental
analysis, the Advisor will attempt to select those companies in each theme group
which should best be able to benefit from the socioeconomic change behind the
theme concept, as well as those that are most likely to be negatively affected
by the change. The Advisor will invest in the securities of the selected
companies that it expects will benefit from the change and will take short
positions in the securities of the selected companies that it expects will be
negatively affected. Theme selection is a dynamic process; the Advisor may add
new themes from time to time, and may abandon themes as their relevance
declines.
The Fund will focus its investments primarily on common stocks of
companies that are positioned to take advantage of the themes chosen by the
Advisor. The Advisor expects that many of these companies will be smaller
capitalization companies, as they tend to offer opportunities for more
significant gains. The Advisor intends to stay fully invested (subject to
liquidity requirements) in equity securities regardless of price movements.
However, it is likely that the Advisor will make short sales of securities of
companies expected to be negatively affected by the chosen themes, and may also
pursue investment opportunities by using other aggressive investment techniques
involving leverage and other risks. For temporary defensive purposes under
abnormal market or economic conditions, the Fund may hold all or a portion of
its assets in money market instruments, securities of other no-load registered
investment companies 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. If the Fund acquires
securities of another investment company, the shareholders of the Fund will be
subject to additional management fees.
By investing primarily in smaller capitalization companies, the Fund
will be subject to the risks associated with such companies. Smaller
capitalization companies may experience higher growth rates and higher failure
rates than do larger capitalization companies. Companies in which the Fund is
likely to invest may have limited product lines, markets or financial resources
and may lack management depth. The trading volume of securities of smaller
capitalization companies is normally less than that of larger capitalization
companies, and therefore may disproportionately affect their market price,
tending to make them
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rise more in response to buying demand and fall more in response to selling
pressure than is the case with larger capitalization companies.
Because the Fund invests in companies related to common themes, it is
likely that the Fund's investments will be concentrated from time to time in
certain sectors of the economy. To the extent it is so concentrated, it will be
subject to the risks affecting those sectors of the economy. Also, the Fund is a
non-diversified fund, and as such, presents substantially more investment risk
and potential for volatility then a mutual fund which is diversified. The Fund
is not a complete investment program, and an investment in the Fund should be
considered only a portion of your overall investment portfolio.
Investors should be aware that the Advisor may not be successful in
identifying themes or in selecting companies which will benefit from the themes
identified, and thus the Fund cannot give any assurance that its investment
objective will be achieved. Although all mutual funds are subject to inherent
market risks and fluctuations in value due to earnings, economic and political
conditions and other factors, the aggressive investment techniques of the Fund
may entail investment risks not encountered by the average mutual fund. See
"Investment Policies, Techniques and Risk Considerations" for a more detailed
discussion of the Fund's investment practices and the risks involved. Investors
should also be aware that the Advisor has no prior experience in acting as an
investment adviser to a mutual fund and that the Fund has no operating history.
HOW TO INVEST IN THE FUND
Shares of the Fund are sold on a continuous basis, and you may invest
any amount you choose, as often as you wish, subject to a minimum initial
investment of $50,000 and minimum subsequent investments of $5,000. The Fund's
minimum initial investment has been waived for the first year following the
Fund's commencement of operations. 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, if such
securities are held for 60 days or more.
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 Worthington Theme Fund, and sent by mail or overnight delivery
to
Mail to: Overnight to:
Worthington Theme Fund Worthington Theme Fund
c/o American Data Services, Inc. c/o American Data
P.O. Box 5536 Services, Inc.
Hauppauge, NY 11788-0132 150 Motor Parkway
Hauppauge, NY 11760
Your purchase of shares of the Fund will be effected at the next share price
calculated after receipt of your investment.
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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 American Data Services, Inc., the Fund's transfer agent
(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:
Star Bank, N.A. Cinti/Trust
ABA #0420-0001-3
Attn: Worthington Theme Fund Master Account
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 The Worthington Theme Fund and should be sent to the address
listed above. A bank wire should be sent as outlined above.
Automatic Investment Plan
You may make regular investments in the Fund with an 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 $5,000 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); SIMPLE plans; 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
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an attorney or tax advisor 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.
HOW TO REDEEM SHARES
If you sell shares after holding them less than 60 days, the Fund will
deduct a redemption fee equal to 2.00% of the value of those shares. All
redemptions of shares held for 60 days or more 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 redeem
their shares through a securities dealer may be charged a fee by that dealer.
By Mail - You may redeem any part of your account in the Fund at no
charge by mail. Your request should be addressed to:
Mail to: Overnight to:
Worthington Theme Fund Worthington Theme Fund
c/o American Data Services, Inc. c/o American Data Services, Inc.
P.O. Box 5536 150 Motor Parkway
Hauppauge, NY 11788-0132 Hauppauge, NY 11760
"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.
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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 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 $50,000 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 advisor 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 also subject to redemption at any time after
the initial year of the Fund's operations 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
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the Fund is open for business and 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.
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
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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
short term 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.
OPERATION OF THE FUND
The Fund is a non-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 CWH Associates, Inc., 200 Park Avenue,
Suite 3900, New York, New York 10166 (the "Advisor") to manage the assets of the
Fund. The Advisor, a Delaware corporation, is a New York based independent
investment advisor founded in 1989. Clifford W. Henry and Andrew M. Abrams,
President and Chief Operating Officer, respectively, are the principals of the
advisor, and are primarily responsible for the day-to-day management of the
Fund's portfolio. The Advisor's principals have combined money-management
experience of 60 years. The Advisor currently manages over $100 million in
assets, and has engaged in the management of investment partnerships, separate
accounts, and pension plans for taxable and non taxable clients since 1989.
Prior to founding the Advisor, Mr. Henry was a principal of Dawson Henry Capital
Management. Prior to joining the Advisor in 1996, Mr. Abrams was and still is a
Managing Partner of Abrams Investment Partners.
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The Fund is authorized to pay the Advisor a fee equal to an annual
average rate of 2.00% of its average daily net assets. The Advisor pays all of
the operating expenses of the Fund except brokerage, taxes, interest, fees and
expenses of non-interested person trustees and extraordinary expenses. In this
regard, it should be noted that most investment companies pay their own
operating expenses directly, while the Fund's expenses, except those specified
above, are paid by the Advisor.
[organizational expenses].
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 Advisor 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). The Fund retains American Data Services, Inc., P.O.
Box 5536, Hauppauge, New York 11788-0132 (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 Advisor.
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. The Advisor (not the Fund) may pay certain financial
institutions (which may include banks, securities dealers and other industry
professionals) a "servicing fee" for performing certain administrative functions
for the Fund shareholders to the extent these institutions are allowed to do so
by applicable statute, rule or regulation.
INVESTMENT POLICIES, TECHNIQUES AND RISK CONSIDERATIONS
The Fund may invest in the following securities, may engage in the
following practices and will be subject to the following risks and limitations:
Equity Securities. The Fund emphasizes investments in common stocks,
which represent an equity (ownership) interest in a corporation. Equity
securities also include common stock equivalents (such as preferred stock,
convertible securities, rights, warrants or other securities exchangeable for
shares of common stock) and publicly-traded partnership interests. The Fund does
not intend to invest more than 5% of its net assets in any type of common stock
equivalent. In selecting equity investments for the Fund, the Advisor considers
the fundamental value of the issuing company as well as market and economic
factors that affect securities prices.
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<PAGE>
In addition to investing directly in common stocks, the Fund may invest
in S&P Depository Receipts ("SPDRs") and other similar instruments. SPDRs are
shares of a publicly traded unit investment trust which owns the stocks included
in the S&P 500 Index, and changes in the value of the SPDRs track the movement
of the Index relatively closely.
The Fund may invest in foreign equity securities, including, but not
limited to, American Depository Receipts ("ADRs"), Global Depository Receipts
("GDRs") and European Depository Receipts ("EDRs"). ADRs, GDRs and EDRs are
certificates evidencing ownership of shares of a foreign- based issuer held in
trust by a bank or similar financial institution. They are alternatives to the
direct purchase of the underlying securities in their national markets and
currencies. To the extent that the Fund does invest in foreign securities, such
investments may be subject to special risks, such as changes in restrictions on
foreign currency transactions and rates of exchange, and changes in the
administrations or economic and monetary policies of foreign governments. The
Fund does not intend to invest more than 5% of its net assets, at the time of
purchase, in foreign securities which are not ADRs, EDRs or GDRs.
Investment In New Issuers. The Fund intends to invest occasionally in
the common stock of selected new issuers, defined as those having continuous
operating histories of less than three years. If the Fund is to invest in credit
instruments of new issuers, it will only be in those issuers where the Advisor
believes there are strong covenant protections for the holder. If issuers meet
the investment criteria discussed above, the Fund may invest in securities
without respect to the age of the issuer. Investments in relatively new issuers
may carry special risks and may be more speculative because such companies are
relatively unseasoned. Such companies may also lack sufficient resources, may be
unable to generate internally the funds necessary for growth and may find
external financing to be unavailable on favorable terms or even totally
unavailable. Those companies will often be involved in the development or
marketing of a new product with no established market, which could lead to
significant losses.
Short Sales. A substantial portion of the Fund's net assets may be
committed from time to time to short sales. When the Fund engages in a short
sale, it sells a security which it does not own in anticipation of a decline in
the market value of the security. To complete the transaction, the Fund must
borrow the security in order to deliver it to the buyer. The Fund must replace
the borrowed security by purchasing it at the market price at the time of
replacement, which may be more or less than the price at which the Fund sold the
security. The Fund will incur a loss as a result of the short sale if the price
of the security increases between the date of the short sale and the date on
which the Fund replaces the borrowed security. The Fund will realize a profit if
the security declines in price between those dates.
In connection with its short sales, the Fund will be required
to maintain a segregated account with its Custodian of cash or high grade liquid
assets equal to the market value of the securities sold less any collateral
deposited with its broker. However, the segregated account and deposits will not
necessarily limit the Fund's potential loss on a short sale, which is unlimited.
Options Transactions. The Fund may purchase put and call options
on individual securities and on stock indices, including basket indices
-15-
<PAGE>
like the Year 2000 Index. A call option gives the purchaser of the option the
right to buy, and obligates the writer to sell, the underlying security at the
exercise price at any time during the option period. Similarly, a put option
gives the purchaser of the option the right to sell, and obligates the writer to
buy the underlying security at the exercise price at any time during the option
period. An option on a stock index gives the holder the right to receive, upon
exercising the option, a cash settlement amount based on the difference between
the exercise price and the value of the underlying stock index. The purchase of
options limits the Fund's potential loss to the amount of the premium paid and
can afford the Fund the opportunity to profit from favorable movements in the
price of an underlying security to a greater extent than if transactions were
effected in the security directly. However, the purchase of an option could
result in the Fund losing a greater percentage of its investment than if the
transaction were effected directly.
The Fund may also write (sell) covered call options on individual
securities and on stock indices and engage in related closing transactions. A
writer of an option may terminate the obligation prior to expiration of the
option by making an offsetting purchase of an identical option. To cover the
potential obligations involved in writing these options, the Fund will own the
underlying security or, in the case of an option on an index, will either hold a
portfolio of stocks substantially replicating the movement of the index or, to
the extent the Fund does not hold such a portfolio, will segregate with the
Custodian high grade, liquid debt obligations equal to the market value of the
stock index option, marked to market daily. When the Fund writes a covered call
option, it will receive a premium, but it will give up the opportunity to profit
from a price increase in the underlying security above the exercise price as
long as its obligation as a writer continues, and it will retain the risk of
loss should the price of the security decline. An analogous risk would apply if
the Fund writes a call option on a stock index and the price of the index rises
above the exercise price. Other risks associated with writing options include
the possible inability to effect closing transactions at favorable prices and an
appreciation limit on the securities set aside for settlement, as well as (in
the case of an option on a stock index) exposure to an indeterminate liability.
There is no assurance of liquidity in the secondary market for purposes of
closing out option positions. Also, successful use by the Fund of options on
security indices will be subject to the Advisor's ability to predict correctly
movement in the direction of the security market generally or of a particular
industry. This requires different skills and techniques than predicting changes
in the price of individual securities.
Borrowing and Leverage. The Fund may borrow from banks up to one third
of its total assets, and the Fund may pledge assets in connection with such
borrowings. If the Fund makes additional investments while borrowings are
outstanding, this may be construed as a form of leverage. The Fund's objective
would be to pursue investment opportunities with yields that exceed the cost of
the borrowings. This leverage may exaggerate changes in the Fund's share value
and the gains and losses on the Fund's investment. Leverage also creates
interest expenses that may exceed the return on investments made with the
borrowings.
Lending. The Fund may lend securities to broker-dealers and other
institutions as a means of earning additional income. Under the lending
-16-
<PAGE>
policy authorized by the Board of Trustees and implemented by the Advisor in
response to requests of broker-dealers or institutional investors which the
Advisor deems qualified, the borrower must agree to maintain collateral, in the
form of cash or U.S. government obligations, with the Fund at least equal to
[100%] of the current market 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 when the Board of Trustees determines voting to be in the Fund's
interest. If the borrower becomes bankrupt or otherwise defaults on its
obligations, the Fund could experience delays in recovering its securities. To
the extent that, in the meantime, the value of securities loaned had increased,
the Fund could experience a loss if the borrower had not maintained sufficient
collateral. Loans, in the aggregate, may not exceed one third of the Fund's
total assets.
U.S. Government Securities are high quality debt securities issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of the U.S.
government. Not all U.S. government securities are backed by the full faith and
credit of the United States. For example, securities issued by the Farm Credit
Banks or by the Federal National Mortgage Association are supported by the
instrumentality's right to borrow money from the U.S. Treasury under certain
circumstances. However, securities issued by other agencies or instrumentalities
are supported only by the credit of the entity that issued them. The Federal
Reserve creates STRIPS (Separate Trading of Registered Interest and Principal of
Securities) by separating the coupon payments and the principal payments from
outstanding Treasury securities and selling them as individual securities. The
Fund does not intend to invest more than 5% of its net assets in STRIPS.
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 Advisor (subject to review by the Board of
Trustees) to be creditworthy. The Advisor monitors the creditworthiness of the
banks and securities dealers with which the Fund engages in repurchase
transactions.
Illiquid Securities. Under the supervision of and pursuant to the
guidelines adopted by the Board of Trustees, the Advisor determines which of the
Fund's investments are classified as illiquid. Illiquid securities generally
include securities which cannot be disposed of promptly and in the ordinary
course of business without taking a reduced price. Securities may be illiquid
due to contractual or legal restrictions on resale or lack of a ready market.
The absence of a trading market can make it difficult to ascertain a market
value of
-17-
<PAGE>
illiquid investments. Disposing of illiquid investments may involve
time-consuming negotiation and legal expenses, and it may be difficult or
impossible for the Fund to sell them promptly at an acceptable price. The Fund
may not invest more than 15% of its net assets in illiquid investments.
Non-Diversification and Concentration. Diversifying a fund's investment
portfolio can reduce, to some extent, the risks of investing. This may include
limiting the amount of money invested in any one company or, on a broader scale,
limiting the amount invested in any one industry. To retain investment
flexibility, the Fund may be non-diversified. To the extent that the Fund
invests a significant portion of its assets in a few issuers' securities, the
performance of the Fund could be significantly affected by the performance of
those issuers.
General. The Fund may invest in debt securities (including lower
quality, higher yielding debt securities) and securities sold on a when- issued
or delayed delivery basis; provided the Fund's investment in such securities
does not exceed 5% of its net assets.
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. The Fund will, however, sell any
portfolio security (without regard to the length of time it has been held) when
the Advisor believes that market conditions, creditworthiness factors or general
economic conditions warrant such action. It is anticipated that the Fund will
have a portfolio turnover rate of approximately 150%. The brokerage commissions
incurred by the Fund will generally be higher than those incurred by a fund with
a lower portfolio turnover rate. The higher portfolio turnover rate may result
in the realization of more net capital gains, and any distributions derived from
such gains may be ordinary income for federal tax purposes.
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. [Controlling shareholder?] As of _________________, 1998,
___________________ may be deemed to control the Fund as a result of [its]
beneficial ownership of the shares of the Fund.
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<PAGE>
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.
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, the Dow Jones Industrial Average, the Russell 2000 Index
or the Russell 2000 Growth Index.
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.
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<PAGE>
Investment Advisor Administrator
CWH Associates AmeriPrime Financial Services, Inc.
200 Park Avenue, Suite 3900 1793 Kingswood Drive, Suite 200
New York, NY 10166 Southlake, Texas 76092
Custodian (all subsequent purchases) Distributor
Star Bank, N.A. AmeriPrime Financial Securities, Inc.
P.O. Box 640749 1793 Kingswood Drive, Suite 200
Cincinnati, Ohio 45264 Southlake, Texas 76092
Transfer Agent (all purchase and Auditors
redemption requests) McCurdy & Associates CPA's, Inc.
American Data Services, Inc. 27955 Clemens Road
P.O. Box 5536 Westlake, Ohio 44145
Hauppauge, New York 11788-0132
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.
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<PAGE>
WORTHINGTON THEME FUND
STATEMENT OF ADDITIONAL INFORMATION
_____________, 1998
This Statement of Additional Information is not a prospectus. It should
be read in conjunction with the Prospectus of Worthington Theme Fund dated
______________, 1998. A copy of the Prospectus can be obtained by writing the
Transfer Agent at Hauppauge Corporate Center, 150 Motor Parkway, Suite 109,
Hauppauge, NY 11760, or by calling 1-800-____-____.
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<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
PAGE
DESCRIPTION OF THE TRUST.....................................................-1-
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS........-1-
Debt Securities.....................................................-2-
When Issued Securities and Forward Commitments......................-3-
STRIPS..............................................................-3-
INVESTMENT LIMITATIONS.......................................................-4-
THE INVESTMENT ADVISER.......................................................-5-
PORTFOLIO TRANSACTIONS AND BROKERAGE.........................................-8-
DETERMINATION OF SHARE PRICE.................................................-9-
INVESTMENT PERFORMANCE.......................................................-9-
CUSTODIAN...................................................................-10-
TRANSFER AGENT..............................................................-10-
ACCOUNTANTS.................................................................-10-
DISTRIBUTOR.................................................................-11-
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<PAGE>
DESCRIPTION OF THE TRUST
Institutional Investor Theme 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.
For 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 and common
stock equivalents (such as preferred stock, convertible securities, rights and
warrants). 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.
Convertible securities include bonds and preferred stocks
which may be converted at a stated price within a specific period of time into a
specified number of shares of common stock of the same or different issuer.
Convertible securities are senior to common stock in a corporation's capital
structure, but usually are subordinated to non-convertible debt securities.
While providing a fixed income stream generally higher in yield than the income
derived from a common stock but lower than that afforded by a non-convertible
debt security, a convertible security also affords an investor the opportunity,
through its conversion feature, to participate in the capital appreciation of
the common stock into which it is convertible.
In general, the market value of a convertible security is the
higher of its investment value (its value as a fixed income security) or its
conversion value (the value of the underlying shares of common stock if the
security is converted). As a fixed income security, the market value of a
convertible security generally increases when interest rates decline and
generally decreases when interest rates rise; however, the price of a
convertible security generally increases as the market value of the underlying
stock increases, and generally decreases as the market value of the underlying
stock declines. Investments in convertible securities generally entail less risk
than investments in the common stock of the same issuer.
Preferred stock has a preference in liquidation (and,
generally dividends) over common stock but is subordinated in liquidation to
debt. As a general rule the market value of preferred stocks with fixed dividend
rates and no conversion rights varies inversely with interest rates and
perceived credit risk, with the price determined by the dividend rate. Some
preferred stocks are convertible into other securities, for example common
stock, at a fixed price and ratio or upon the occurrence of certain events. The
market price of convertible preferred stocks generally reflects an element of
conversion value. Because many preferred stocks lack a fixed maturity date,
these securities generally fluctuate substantially in value when interest rates
change; such fluctuations often exceed those of long-term bonds of
<PAGE>
the same issuer. Some preferred stocks pay an adjustable dividend that may be
based on an index, formula, auction procedure or other dividend rate reset
mechanism. In the absence of credit deterioration, adjustable rate preferred
stocks tend to have more stable market values than fixed rate preferred stocks.
All preferred stocks are also subject to the same types of credit risks of the
issuer as corporate bonds. In addition, because preferred stock is junior to
debt securities and other obligations of an issuer, deterioration in the credit
rating of the issuer will cause greater changes in the value of a preferred
stock than in a more senior debt security with similar yield characteristics.
Preferred stocks may be rated by S&P and Moody's although there is no minimum
rating which a preferred stock must have (and a preferred stock may not be
rated) to be an eligible investment for a Fund. The Advisor expects, however,
that generally the preferred stocks in which a Fund invests will be rated at
least CCC by S&P or Caa by Moody's or, if unrated, of comparable quality in the
opinion of the Advisor. Preferred stocks rated CCC by S&P are regarded as
predominantly speculative with respect to the issuer's capacity to pay preferred
stock obligations and represent the highest degree of speculation among
securities rated between BB and CCC; preferred stocks rated Caa by Moody's are
likely to be in arrears on dividend payments. Moody's rating with respect to
preferred stocks does not purport to indicate the future status of payments of
dividends.
B. Debt Securities. The Fund may invest in debt securities, including
lower quality, high yielding debt securities if it believes that doing so will
result in capital appreciation or will earn income on idle cash. The Fund may
buy debt securities of all types and qualities issued by both domestic and
foreign issuers, including government securities, corporate bonds and
debentures, commercial paper, and certificates of deposit.
Lower quality debt securities (commonly called "junk bonds")
often are considered to be speculative and involve greater risk of default or
price change due to changes in the issuer's creditworthiness or changes in
economic conditions. The market prices of these securities will fluctuate over
time, may fluctuate more than higher quality securities and may decline
significantly in periods of general economic difficulty, which may follow
periods of rising interest rates. The market for lower quality securities may be
less liquid than the market for securities of higher quality. Furthermore, the
liquidity of lower quality securities may be affected by the market's perception
of their credit quality. Therefore, judgment may at times play a greater role in
valuing these securities than in the case of higher quality securities, and it
also may be more difficult during certain adverse market conditions to sell
lower quality securities at their fair value to meet redemption requests or to
respond to changes in the market.
The Fund may invest in zero coupon securities which are debt securities
issued or sold at a discount from their face value which do not entitle the
holder to any periodic payment of interest prior to maturity or a specified
redemption date (or cash payment date). These involve risks that are similar to
those of other debt securities, although they may be more volatile, and certain
zero coupon securities move in the same direction as interest rates. The amount
of the discount varies depending on the time remaining until maturity or cash
payment date, prevailing interest rates, liquidity of the security and perceived
credit quality of the issuer. Zero coupon securities also may take the form of
debt securities that have been stripped of their unmatured interest coupons, the
coupons themselves and receipts or certificates representing interests in such
stripped debt obligations and coupons. The market prices of zero coupon
securities generally are more volatile than the market prices of
interest-bearing securities and are likely to respond to a greater degree to
changes in interest rates than interest-bearing securities having similar
maturities and credit qualities.
The Fund may invest in floating rate debt securities. These instruments
have interest rates that move in tandem with a benchmark, helping to stabilize
their prices, or may pay interest according to a coupon which is reset
periodically. The reset mechanism may be formula based, or reflect the passing
through of floating interest payments on an underlying collateral pool. The
coupon is usually reset daily, weekly, monthly, quarterly or semi-annually, but
other schedules are possible. Floating rate obligations generally exhibit a low
price volatility for a given stated maturity or average life because their
coupons adjust with changes in interest rates. If their underlying index is not
an interest rate, or the reset mechanism lags the movement of rates in the
current market, greater price volatility may be experienced.
C. Foreign Securities. Purchases of foreign securities are usually made
in foreign currencies and, as a result, the Fund may incur currency conversion
costs and may be affected favorably or unfavorably by changes in the value of
foreign currencies against the U.S. dollar. In addition, there may be less
information publicly available about a foreign company then 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
-2-
<PAGE>
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. The Fund does not intend to invest more than 5% of
its net assets in foreign securities (other than ADRs, GDRs and EDRs, as to
which there are no restrictions).
D. When Issued Securities and Forward Commitments. The Fund may buy and
sell securities on a when-issued or delayed delivery basis, with payment and
delivery taking place at a future date. The price and interest rate that will be
received on the securities are each fixed at the time the buyer enters into the
commitment. The Fund may enter into such forward commitments if it holds, and
maintains until the settlement date in a separate account at the Fund's
Custodian, cash or U.S. government securities in an amount sufficient to meet
the purchase price. Forward commitments involve a risk of loss if the value of
the security to be purchased declines prior to the settlement date. Any change
in value could increase fluctuations in the Fund's share price and yield.
Although the Fund will generally enter into forward commitments with the
intention of acquiring securities for its portfolio, the Fund may dispose of a
commitment prior to the settlement if the Advisor deems it appropriate to do so.
E. Illiquid Securities. The portfolio of the Fund may contain illiquid
securities. Illiquid securities generally include securities which cannot be
disposed of promptly and in the ordinary course of business without taking a
reduced price. Securities may be illiquid due to contractual or legal
restrictions on resale or lack of a ready market. The following securities are
considered to be illiquid: repurchase agreements maturing in more than seven
days, nonpublicly offered securities and restricted securities. Restricted
securities are securities the resale of which is subject to legal or contractual
restrictions. Restricted securities may be sold only in privately negotiated
transactions, in a public offering with respect to which a registration
statement is in effect under the Securities Act of 1933 or pursuant to Rule 144
or Rule 144A promulgated under such Act. Where registration is required, the
Fund may be obligated to pay all or part of the registration expense, and a
considerable period may elapse between the time of the decision to sell and the
time such security may be sold under an effective registration statement. If
during such a period adverse market conditions were to develop, the Fund might
obtain a less favorable price than the price it could have obtained when it
decided to sell. The Fund will not invest more than 15% of its net assets in
illiquid securities.
F. STRIPS. The Federal Reserve creates STRIPS (Separate Trading of
Registered Interest and Principal of Securities) by separating the coupon
payments and the principal payment from an outstanding Treasury security and
selling them as individual securities. To the extent a Fund purchases the
principal portion of the STRIP, the Fund will not receive regular interest
payments. Instead they are sold at a deep discount from their face value. A Fund
will accrue income on such STRIPS for tax and accounting purposes, in accordance
with applicable law, which income is distributable to shareholders. Because no
cash is received at the time such income is accrued, a Fund may be required to
liquidate other Fund securities to satisfy its distribution obligations. Because
the principal portion of the STRIP does not pay current income, its price can be
very volatile when interest rates change. In calculating its dividend, a Fund
takes into account as income a portion of the difference between the principal
portion of the STRIP's purchase price and its face value.
-3-
<PAGE>
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
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.
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 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.
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 are
secured by or represent interests in real estate. This limitation does not
preclude the Fund from investing in mortgage-related securities or investing in
companies engaged in the real estate business or that have a significant portion
of their assets in real estate (including real estate investment trusts).
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 nonpublicly 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.
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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 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
(including reverse repurchase agreements) representing more than one-third of
its total assets are outstanding. The Fund will not enter into 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, futures contracts, short sales and other permitted
investments and techniques.
iv. Options. The Fund will not purchase or sell puts, calls, options or
straddles, except as described in the Prospectus and/or the Statement of
Additional Information.
THE INVESTMENT ADVISER
The Fund's investment adviser is CWH Associates, Inc., 200 Park Avenue,
Suite 3900, New York, New York 10166. Clifford W. Henry may be deemed to be a
controlling person of the Adviser due to his ownership of the shares of the
corporation, and his position as Chairman and President of the corporation.
Under the terms of the management agreement (the "Agreement"), the
Adviser manages the Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of the Fund except brokerage, taxes,
interest, fees and expenses of the non-interested person trustees and
extraordinary expenses. As compensation for its management services and
agreement to pay the Fund's expenses, the Fund is obligated to pay the Adviser a
fee computed and accrued daily and paid monthly at an annual rate of 2.00% of
the average daily net assets of the Fund.
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The Adviser may waive all or part of its fee, at any time, and at its sole
discretion, but such action shall not obligate the Adviser to waive any fees in
the future.
The Adviser retains the right to use the name "Worthington Theme Fund,"
or any derivation thereof, in connection with another investment company or
business enterprise with which the Adviser is or may become associated. The
Trust's right to use the name "Worthington Theme Fund," or any derivation
thereof, automatically ceases ninety days after termination of the Agreement and
may be withdrawn by the Adviser on ninety days written notice.
The Adviser 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.
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Name, Age and Address
Position
Principal Occupations During
Past 5 Years
* Kenneth D. Trumpfheller
Age: 39
1793 Kingswood Drive
Suite 200
Southlake, Texas 76092
President and Trustee
President, Treasurer and Secretary of AmeriPrime Financial Services, Inc., the
Funds' administrator, and AmeriPrime Financial Securities, Inc., the Funds'
distributor. Prior to December, 1994, a senior client executive with SEI
Financial Services.
Julie A. Feleo
Age: 31
1793 Kingswood Drive
Suite 200
Southlake, Texas 76092
Secretary, Treasurer
Secretary, Treasurer and Chief Financial Officer
of AmeriPrime Financial Services, Inc. and
AmeriPrime Financial Securities, Inc.; Fund
Reporting Analyst at Fidelity Investments from
1993 to 1997; Fund Accounting Analyst at
Fidelity Investments in 1993. Prior to 1993,
Accounting Manager at Windows Presentation
Manager Association.
Steve L. Cobb
Age: 40
2001 Indianwood Ave.
Broken Arrow, OK 74012
Trustee
President of Chandler Engineering Company,
L.L.C. , oil and gas services company;
International Marketing Manager of Carbo
Ceramics Inc., oil field manufacturing/supply
company from 1982 to 1996.
Gary E. Hippenstiel
Age: 50
32 Sunlit Forest Drive
The Woodlands, Texas 77381
Trustee
Director, Vice President and Chief Investment Officer of Legacy Trust Company
from since 1992; President and Director of Heritage Trust Company from 1994 to
1996; Vice President and Manager of Investments of Kanaly Trust Company from
1988 to 1992.
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Trustee fees are Trust expenses and each series of the Trust pays a portion
of the Trustee fees. The compensation paid to the Trustees of the Trust for the
fiscal year ended October 31, 1997 is set forth in the following table:
Name
Total Compensation
from Trust (the Trust is
not in a Fund Complex)
Kenneth D. Trumpfheller
0
Steve L. Cobb
$----------
Gary E. Hippenstiel
$----------
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Board of Trustees of the Trust,
the Adviser is responsible for the Fund's portfolio decisions and the placing of
the Fund's portfolio transactions. In placing portfolio transactions, the
Adviser seeks the best qualitative execution for the Fund, 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 Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received.
The Adviser 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 Adviser 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 Adviser 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 Adviser'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 Adviser in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Adviser in connection with its services to the
Fund. Although research services and other information are useful to the Fund
and the Adviser, 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
Adviser that the review and study of the research and other information will not
reduce the overall cost to the Adviser of performing its duties to the Fund
under the Agreement.
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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 Adviser'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 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.
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<PAGE>
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 Russell 2000 Index or the Russell 2000 Growth Index.
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.
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, safekeeps 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., Hauppauge Corporate Center, 150 Motor
Parkway, Suite 109, Hauppauge, NY 11760, 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 May 31, 1998. 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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<PAGE>
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.
(iv) Copy of Amendment No. 3 to Registrant's Declaration of Trust, which
wasfiled as an Exhibit to Registrant's Post-Effective Amendment No.4,
is hereby incorporated by reference.
(v) Copy of Amendment No.4 to Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's Post-Effective Amendment
No. 4, is hereby incorporated by reference.
(vi) Copy of Amendment No. 5 and Amendment No. 6 to Registrant's
Declaration of Trust, which were filed as an Exhibit to Registrant's
Post-Effective Amendment No. 8, are 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.
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(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
Special Value Fund, which was filed
as an Exhibit to Registrant's
Post-Effective Amendment No. 8, is
hereby incorporated by reference.
(iii) Copy of Registrant's Management
Agreement with Advanced Investment
Technology, Inc., Adviser to
AIT Vision U.S. Equity Portfolio,
which was filed as an Exhibit to
Registrant's Post-Effective
Amendment No. 6, 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, which was filed as
an Exhibit to Registrant's
Post-Effective Amendment No. 2, is
hereby incorporated by reference.
(vi) Copy of Registrant's Management
Agreement with IMS Capital
Management, Inc., Adviser to the IMS
Capital Value Fund, which was filed
as an Exhibit to Registrant's
Post-Effective Amendment No. 2, is
hereby incorporated by reference.
(vii)Copy of Registrant's Management Agreement
with Commonwealth Advisors, Inc., Adviser to
Florida Street Bond Fund and Florida Street
Growth Fund, which was filed as an Exhibit
to Registrant's Post-Effective Amendment No.
8, is hereby incorporated by reference.
(viii)Copy of Registrant's Management Agreement
with Corbin & Company, Adviser to
Corbin Small-Cap Fund,which was filed as an
Exhibit to Registrant's Post-Effective
Amendment No. 8, is hereby incorporated by
reference.
(ix)Copy of Registrant's proposed
Management Agreement with Vuong
Asset Management Company, LLC,
Adviser to MAI Enhanced Index Fund,
MAI Growth & Income Fund, MAI
Aggressive Growth Fund, MAI
High-Yield Income Fund, MAI Capital
Appreciation Fund and MAI Global
Equity Fund (the "MAI Family of
Funds"), which was filed as an
Exhibit to Registrant's
Post-Effective Amendment No. 8, is
hereby incorporated by reference.
(x) Copy of Registrant's proposed
Management Agreement with CWH
Associates, Inc., Advisor to
Worthington Theme Fund, is filed
herewith.
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(6) Copy of Registrant's Amended and Restated
Underwriting Agreement with AmeriPrime
Financial Securities, Inc., which was filed
as an Exhibit to Registrant's Post-Effective
Amendment No. 8, is hereby incorporated by
reference.
(7) Bonus, Profit Sharing, Pension or Similar
Contracts for the benefit of Directors or
Officers - None.
(8) (i) 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.
(ii) Copy of Registrant's Appendix B to
the Agreement with the Custodian,
Star Bank, N.A., which was filed as
an Exhibit to Registrant's
Post-Effective Amendment No. 8, 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., which was filed as an
Exhibit to Registrant's Post-Effective
Amendment No. 9, is hereby incorporated by
reference.
(11) Consent of independent public accountants
- None.
(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.
(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 Agreement 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.
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<PAGE>
(18) Rule 18f-3 Plan - None.
(19) (i) Power of Attorney for Registrant
and Certificate with respect
thereto, which were filed as an
Exhibit to Registrant's
Post-Effective Amendment No. 5, are
hereby incorporated by reference.
(ii) Powers of Attorney for Trustees and
Officers which were filed as an
Exhibit to Registrant's
Post-Effective Amendment No. 5, are
hereby incorporated by reference.
(iii) Power of Attorney for the Treasurer
of the Trust, which was filed as an
Exhibit to Registrant's
Post-Effective Amendment No. 8, is
hereby incorporated by reference.
Item 25. Persons Controlled by or Under Common Control with the Registrant
(As of November 18, 1997)
The Carl Domino Associates, L.P., Profit Sharing Trust may be
deemed to control the Carl Domino Equity Income Fund, Roger E. King,
Robert E. Walsh and the Jenswold, King & Associates, Inc. Profit
Sharing Plan may be deemed to control the Fountainhead Special Value
Fund, and Cheryl and Kenneth Holeski may be deemed to control The MAXIM
Contrarian Fund, as a result of their respective beneficial ownership
of those Funds.
Item 26. Number of Holders of Securities (as of November 18, 1997)
Title of Class Number of Record Holders
Carl Domino Equity Income Fund 83
Fountainhead Special Value Fund 56
AIT Vision U.S. Equity Portfolio 31
GLOBALT Growth Fund 65
NewCap Contrarian Fund 43
IMS Capital Value Fund 444
Florida Street Bond Fund 2
Florida Street Growth Fund 1
Corbin Small-Cap Value Fund 69
MAI Enhanced Index Fund 0
MAI Growth and Income Fund 0
MAI Aggressive Growth Fund 0
MAI High-Yield Income Fund 0
MAI Capital Appreciation Fund 0
MAI Global Equity Fund 0
Worthington Theme Fund 0
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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 affect any other rights to
which any such Covered Person may be
entitled. As used in this Article
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<PAGE>
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 orthe
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.
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"),
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<PAGE>
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 Special 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.
-7-
<PAGE>
(a) John Servis, a director of JKA,
is a licensed real estate broker.
C. Advanced Investment Technology, Inc., 311 Park Place
Boulevard, Suite 250, Clearwater, Florida 34619
("AIT"), adviser to AIT Vision U.S. Equity Portfolio,
is a registered investment adviser.
(1) AIT 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 AIT during the
past two fiscal years.
(a) Dean S. Barr, director and the CEO
of AIT, was the managing director of
LBS Capital Management, Inc., 311
Park Place Blvd., Clearwater,
Florida from 1989-1996.
(b) Mani Ganesh, a director and the vice
president of AIT, was the vice
president of LBS Capital Management
Inc. from 1989-1996.
(c) Scott P. Mason, a director of AIT is
also a professor at Harvard
University.
(d) Raymond L. Killian, a director of
AIT and the chief executive officer
of Investment Technology Group,Inc.
900 3rd Avenue, New York, New York.
(e) David C. Cushing, a director of AIT
and a registered representative of
Investment Technology Group, Inc.
(f) Lisa A. Sloan, chief operating
officer of AIT was director of
operations of LBS Capital
Management, Inc., 311 Park Place
Blvd., Suite 330, Clearwater,
Florida. From 1995-1996 she was a
technical controller with Salomon
Brothers, Inc., 8800 Hidden River
Parkway, Tampa, Florida.
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.
-8-
<PAGE>
(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 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 Capital 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.
-9-
<PAGE>
G. CommonWealth Advisors, Inc., 929 Government Street,
Baton Rouge, Louisiana 70802, ("CommonWealth"),
Adviser to the Florida Street Bond Fund and the
Florida Street Growth Fund, is a registered
investment adviser.
(1) CommonWealth 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 CommonWealth
during the past two years.
(a) Walter A. Morales, President/Chief
Investment Officer of CommonWealth
was the Director of an insurance/
broadcasting corporation Guaranty
Corporation, 929 Government Street,
Baton Rouge, Louisiana 70802 from
August 1994 to February 1996.
From September 1994 through the
present, a registered representative
of a Broker/Dealer company
Securities Service Network, 2225
Peters Road, Knoxville, Tennessee
37923. Beginning August 1995
through the present, an instructor
at the University of Southwestern
Louisiana in Lafayette, Louisiana.
H. Corbin & Company, 320 S. University Drive, Suite 406,
Fort Worth, Texas 76107, ("Corbin"), Adviser to the
Corbin Small-Cap Value Fund, is a registered
investment adviser.
(1) Corbin 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 Corbin during the
past two years.
(a) Barbara E. Shields, Vice President
for Legal Affairs of Corbin, was the
Vice President and a trust officer
for Central Bank & Trust, P.O. Box
2138, Fort Worth, Texas from June
1994 to December 1995.
(b) Jeffrey D. Ressetar, the Chief
Financial Officer of Corbin, was a
securities analyst/operations
manager for a private foundation,
the William C. Conner Educational
Fund, at Texas Christian University
in Fort Worth, Texas from June 1995
to December 1995.
-10-
<PAGE>
I. Vuong Asset Management Company, LLC, 6575 West Loop
South, Suite 110, Houston, Texas 77401, ("VAMCO"),
Adviser to the MAI Family of Funds, is a registered
investment adviser.
(1) VAMCO has engaged in no other business during the past two
fiscal years.
(2) The following list sets forth substantial business activities
of the directors and officers of VAMCO during the past two
years.
(a) Qui Tu Vuong, the Chief Investment Officer and head
of Equity Asset Management of VAMCO, is the Chief
Executive Officer of Vuong & Co., LLC, a holding
company at 6575 West Loop South #110, Bellaire, Texas
77401; and Sales Manager/Equities Regulation
Representative of Omni Financial Group, LLC, a
securities brokerage company at 6575 West Loop South
#110, Bellaire, Texas 77401; and President of
Oishiicorp, Inc., an investment advising corporation
at 6575 West Loop South #110, Bellaire, Texas 77401;
and Managing General Partner of Sigma Delta Capital
Appreciation Funds, LP, an investment company at 6575
West Loop South #110, Bellaire, Texas 77401; and
President of Premier Capital Management andConsulting
Group, Inc., a financial consulting corporation at
6575 West Loop South #170, Bellaire, Texas 77401;
and fromAugust, 1992 through February, 1996, he was a
registered representative of Securities America, Inc.
a securities brokerage corporation at 6575 West Loop
South #170, Bellaire, Texas 77401.
(b) Quyen Ngoc Vuong, President, Chairman and Chief
Financial Officer of VAMCO, is the Manager of Vuong &
Company, LLC, and Manager of Omni Financial Group,
LLC.
(c) Canh Viet Le, Manager of VAMCO, is the Manager of
Vuong and Company, LLC, and was Co-Founder and Chief
Financial Officer of Tribe Computer Works, a
manufacturing network in Alameda, California from
April, 1990 through January, 1996.
J. CWH Associates, Inc., 200 Park Avenue, Suite 3900, New York,
New York 10166, ("CWH"), Advisor to the Worthington Theme
Fund, is a registered investment Advisor.
(1) CWH has engaged in no other business during the past
two fiscal years.
-11-
<PAGE>
(2) The following list sets forth other substantial
business activities of the directors and officers of
CWH during the past two years.
Andrew M. Abrams, the Chief Operating Officer of CWH,
is a General Partner of Abrams Investment Partners,
L.P., an investment limited partnership at 200 Park
Avenue, Suite 3900, New York, New York 10166.
Item 29. Principal Underwriters
A. AmeriPrime Financial Securities, Inc., is the
Registrant's principal 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.
B. Omni Financial Group, LLC ("OMNI") acts as co-
distributor, along with AmeriPrime Financial
Securities, Inc., of the MAI Family of Funds. Qui T.
Vuong, Quyen N. Vuong and Diep N. Vuong, each whose
principal business address is 6575 West Loop South,
Suite 125, Bellaire, Texas 77401, are the managers of
OMNI, hold no offices or position with 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., Hauppauge Corporate Center, 150 Motor Parkway,
Hauppauge, New York 11760.
Item 31. Management Services Not Discussed in Parts A or B
None.
Item 32. Undertakings
(a) Not Applicable.
-12-
<PAGE>
(b) 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.
(c) 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 Florida Street Growth Fund,
the Florida Street Bond Fund, and the Corbin
Small-Cap Value Fund registration.
(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 MAI Family of Funds
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 Worthington Theme Fund
registration.
-13-
<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 1st day of
December, 1997.
AmeriPrime Funds
By:
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:_________________________
Donald S. Mendelsohn,
Julie A. Feleo, Treasurer Attorney-in-Fact
Steve L. Cobb, Trustee November ____, 1997
Gary E. Hippenstiel, Trustee
<PAGE>
EXHIBIT INDEX
EXHIBIT
1. Proposed Management Agreement with CWH Associates, Inc.........EX-99.B5
<PAGE>
MANAGEMENT AGREEMENT
TO: CWH Associates, Inc.
200 Park Avenue
Suite 3900
New York, New York 10166
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 Worthington Theme 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 effective 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 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
<PAGE>
membership in investment company organizations; legal, auditing and accounting
expenses; expenses of registering shares under federal and state securities
laws, including expenses incurred by the Fund in connection with the
organization and initial registration of shares of the Fund; 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 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 and prospective 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; advertising, promotion and other expenses incurred directly or
indirectly in connection with the sale or distribution of the Fund's shares; and
all other operating expenses not specifically assumed by the Fund.
The Fund will pay all brokerage fees and commissions, taxes,
interest, fees and expenses of the non-interested person trustees and such
extraordinary or non-recurring expenses as may arise, including organizational
expenses, and 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.
Notwithstanding anything herein to the contrary, the Fund will
only be liable for organizational expenses when the Fund reaches $10,000,000 in
assets if the Fund is in existence through October 31, 1998, and until such
time, you are liable for such expenses. You will cause such expenses to be
advanced on behalf of the Fund and may obtain reimbursement from the Fund after
the Fund becomes liable.
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 2.00% 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
<PAGE>
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 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
<PAGE>
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 shareholders,
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 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,
shareholder 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,
shareholder 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,
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.
<PAGE>
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
"Worthington Theme Fund" 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 "Worthington Theme Fund" 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 "Worthington Theme Fund" 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.
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
<PAGE>
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 Trust is
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092, and your address for
this purpose shall be 200 Park Avenue, Suite 3900, New York, New York 10166.
<PAGE>
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,
ATTEST: AmeriPrime Funds
By
Name/Title:___________________ Kenneth D. Trumpfheller,
President
Dated: ___________, 1997
<PAGE>
ACCEPTANCE
The foregoing Agreement is hereby accepted.
ATTEST: CWH Associates, Inc.
By
Name/Title:___________________ Name/Title:____________________
Dated: _____________, 1997
<PAGE>
