BROWN, CUMMINS & BROWN CO., L.P.A.
ATTORNEYS AND COUNSELORS AT LAW
3500 CAREW TOWER
J. W. BROWN (1911-1995) 441 VINE STREET
JAMES R. CUMMINS CINCINNATI, OHIO 45202
ROBERT S BROWN TELEPHONE (513) 381-2121 OF COUNSEL
DONALD S. MENDELSOHN TELECOPIER (513) 381-2125 GILBERT BETTMAN
LYNNE SKILKEN
AMY G. APPLEGATE
KATHRYN KNUE PRZYWARA
MELANIE S. CORWIN
JOANN M. STRASSER
June 20, 1997
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: AmeriPrime Funds, File Nos. 33-96826 and 811-9096
Ladies and Gentlemen:
On behalf of AmeriPrime Funds, a registered investment company (the
"Trust"), we hereby file by EDGAR Post-Effective Amendment No. 8 to the Trust's
Registration Statement. The Amendment is being filed pursuant to Rule 485(a)
promulgated under the Securities Act of 1933 to establish six new series of the
Trust: "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."
If you have any questions concerning this filing, please contact Donald
S. Mendelsohn at (513) 381-2121.
Very truly yours,
BROWN, CUMMINS & BROWN CO., L.P.A.
BCB/ama
cc: Mr. Kenneth Trumpfheller
<PAGE>
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. {^} 8 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
OF 1940
Amendment No. 9 /X/
(Check appropriate box or boxes.)
AmeriPrime Funds - File Nos. 33-96826 and 811-9096
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092
- -------------------------------------------------------------------
(Address of Principal Executive Offices) Zip Code
Registrant's Telephone Number, including Area Code: (817) 431-2197
Kenneth Trumpfheller, 1793 Kingswood Drive, Suite 200, Southlake, Texas 76092
(Name and Address of Agent for Service)
With copy to:
Donald S. Mendelsohn, Brown, Cummins & Brown Co., L.P.A.
3500 Carew Tower, Cincinnati, Ohio 45202
Release Date: , {^} 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.
Registrant continues its election made by the filing of its
Registration Statement, effective November 6, 1995, to register an indefinite
number and amount of its securities under Rule 24f-2 of the Investment Company
Act. Registrant filed, pursuant to paragraph b(1) of Rule 24f-2, a Form 24F-2
for the fiscal year ended October 31, 1996 on December 30, 1996.
AmeriPrime Funds
CROSS REFERENCE SHEET
FORM N-1A
FOR MAI FAMILY OF FUNDS
ITEM SECTION IN PROSPECTUS
1.............................. Cover Page
2.............................. Summary of Fund Expenses
3.............................. None
4.............................. The Funds, The MAI Investment
Strategy-- Enhanced Sub-indexing,
Investment Objective and Strategies,
Investment Policies and Techniques,
Operation of the Funds, General
Information
5.............................. Operation of the Funds
5A............................. None
6.............................. Cover Page, Shareholder Services,
How to Redeem Shares, Dividends
and Distributions, Taxes, Operation
of the Funds, General Information
7.............................. Cover Page, How to Purchase Fund
Shares, Share Price, Operation of
the Funds
8.............................. How to Redeem Shares
9.............................. None
13.............................. 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.............................. Description of the Trust
16.............................. The Investment Advisor, Custodian,
Transfer Agent, Accountants
17.............................. Portfolio Transactions and Brokerage
18.............................. Description of the Trust
19.............................. Determination of Share Price
20.............................. None
21.............................. Distributor
22.............................. Investment Performance
23.............................. None
<PAGE>
MAI FAMILY OF FUNDS
PROSPECTUS _____________, 1997
c/o VAMCO, LLC
6575 West Loop South
Suite 110
Houston, Texas 77401
For Information, Shareholder Services and Requests: (800) 351-2078
o MAI Enhanced Index Fund o MAI Growth & Income Fund
o MAI Aggressive Growth Fund o MAI High-Yield Income Fund
o MAI Capital Appreciation Fund o MAI Global Equity Fund
MAI Family of Funds is a series of six funds, each representing a
separate investment portfolio which is part of the AmeriPrime Funds, an open-end
management investment company. Sales are made on a "no-load" basis, without
sales charge at each Fund's per share net asset value. The investment objective
of each Fund is as follows:
Enhanced Index Fund - long-term capital appreciation
Capital Appreciation Fund - long-term capital appreciation
Global Equity Fund - long-term capital appreciation
Aggressive Growth Fund - long-term capital appreciation
Growth & Income Fund - long-term capital appreciation, with high
current income as a secondary consideration
High-Yield Income Fund - high current income
The Funds may be used independently or in combination with each other as part of
an overall investment strategy.
MAI is the acronym for "Multi-Advantaged Investing." The MAI approach
uses proprietary investment techniques to select from the world's leading market
indices bellwether subsets of securities which the Funds' investment adviser
believes will provide results superior to the benchmark indices over a full
market cycle.
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 ___________, 1997, has been filed
with the Securities and Exchange Commission ("SEC") which is incorporated herein
by reference and can be obtained without charge by calling the Funds 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.
<PAGE>
SUMMARY OF FUND EXPENSES
The tables below are provided to assist the investor in understanding
the direct and indirect expenses that may be borne by investors, as a
shareholder, in each 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 each Fund is no-load fund and,
accordingly, a shareholder does not pay any sales charge or commission upon
purchase or redemption of shares of the Funds.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Shareholder Transaction Expenses
- ---------------------------------------------------------------------------------------------------------------
Enhanced Capital Aggressive Growth & High-Yield Global
Index Appreciation Growth Fund Income Fund Income Equity
Fund Fund Fund Fund
- ---------------------------------------------------------------------------------------------------------------
Sales Load Imposed on
Purchases NONE NONE NONE NONE NONE NONE
Sales Load Imposed on
Reinvested Dividends NONE NONE NONE NONE NONE NONE
Deferred Sales Load NONE NONE NONE NONE NONE NONE
Redemption Fees (1)(2) 2.50% 2.50% 2.50% 2.50% NONE NONE
Exchange Fees (2) NONE NONE NONE NONE NONE NONE
- -----------------------------------------------------------------------------------------------------------------
<FN>
(1) A wire redemption charge will be deducted from the amount of a wire
redemption payment made at the request of a shareholder.
(2) Shares held less than 12 months and redeemed (including exchanges) from
the Enhanced Index Fund, Capital Appreciation Fund, Aggressive Growth Fund, and
Global Equity Fund are subject to a short term redemption fee equal to 2.50% of
the net asset value of shares redeemed. Redemption fees are paid to the
applicable Fund to reduce expenses. See "How to Redeem Shares" for additional
information.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Annual Fund Operating Expenses
(as a percentage of average net assets)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Enhanced Capital Aggressive Growth & High-Yield Global
Index Appreciation Growth Income Income Equity
Fund Fund Fund Fund Fund Fund
Management Fees 1.20% 1.20% 1.20% 1.00% .60% 1.40%
12b-1 Charges NONE NONE NONE NONE NONE NONE
Other Expenses(3), (after 0.30% 0.30% 0.30% 0.25% 0.20% 0.35%
reimbursement)
- -----------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after 1.50% 1.50% 1.50% 1.25% .80% 1.75%
reimbursement)
=================================================================================================================
<FN>
(3) Other Expenses (after reimbursements by the Advisor) of each Fund will
not exceed levels set forth.
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
each Fund.
</FN>
</TABLE>
<PAGE>
EXAMPLE(4)
An investor in a Fund 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. The 2.50% redemption fee is not included in the expenses because
the time periods illustrated are one year or more.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
Enhanced Index Fund $15 $47 $82 $179
Capital Appreciation Fund $15 $47 $82 $179
Aggressive Growth Fund $15 $47 $82 $179
Growth & Income Fund $13 $40 $69 $151
High-Yield Income Fund $ 8 $26 $44
Global Equity Fund $18 $55 $95 $206
<FN>
(4) The example is based upon estimated total operating expenses for the
Fund Series as set forth in the "Annual Operating Expenses" table
above. The Example should not be considered a representation of future
Fund performance or expenses, both of which may vary.
</FN>
</TABLE>
THE FUNDS
The MAI Funds (each a "Fund" and collectively the "Funds") were
organized as six separate series of AmeriPrime Funds, an Ohio business trust and
open-end investment company (the "Trust"), on _________________, 1997. The Funds
represent a convenient way to invest in professionally managed portfolios of
high quality securities. This prospectus offers shares of each Fund and each
share represents an undivided, proportionate interest in a Fund. Additional
information about the Funds may be obtained in writing from the Funds'
investment advisor, Vuong Asset Management Company, LLC, 6575 West Loop South,
Suite 110, Houston, Texas 77401 (the "Advisor") or by calling the Advisor at
800-351-2078.
THE MAI INVESTMENT STRATEGY -- ENHANCED SUB-INDEXING
MAI is the acronym for "Multi-Advantaged Investing." The MAI approach
uses a proprietary model to select subsets of securities from the world's
leading market indices (such as the Dow Jones Industrial Averages, the Standard
& Poor's 500 ("S&P 500") and the Lehman Corporate Bond Index). The selection
criteria are based on the premise that the best way to outperform an index of
securities is to select a "bellwether" subset of securities which possess the
quantitative characteristics that have outperformed the index in the past. The
Advisor calls this selection method "Sub-indexing." The Advisor will invest up
to 90% of each Fund's portfolio in the "bellwether" subsets of securities from
those specific benchmark indices chosen by the Advisor for the applicable Fund.
Each Fund's portfolio will be subject to the Advisor's active management, with
rotation and rebalancing on a regular basis. The Advisor will use its
proprietary methodology to construct a separate covered index option writing
program for up to 20% of a Fund's portfolio. The Advisor believes this covered
option writing component of Fund's portfolio will deliver incremental total
return during periods of market non-performance, thereby reducing the
performance volatility (i.e. market cycle risk) of the portfolio. The Advisor
calls this MAI approach of investing "Enhanced Sub-indexing" and believes that
the approach will achieve superior investment results over a full market cycle.
INVESTMENT OBJECTIVE AND STRATEGIES
Enhanced Index Fund
The investment objective of the Enhanced Index Fund is long-term
capital appreciation. The Fund seeks to achieve this objective by investing
primarily in common stocks of companies that make up the Dow Jones Industrial
Average (the "DJIA") or the S&P 500. Under normal circumstances, up to 90% of
the Fund's portfolio will be invested in subsets of common stock from those
indices, selected and managed by the Advisor pursuant to its Enhanced
Sub-indexing investment strategy (see "The MAI Investment Strategy--Enhanced
Sub-indexing"). Up to 20% of the Fund's portfolio will be allocated to the
purchase and covered writing (selling) of equity index options (see "Index
Option Program").
<PAGE>
Aggressive Growth Fund
The investment objective of the Aggressive Growth Fund is long-term
capital appreciation. The Fund seeks to achieve this objective by investing
primarily in common stocks of emerging growth companies that make up the NASDAQ
100 stocks or the DJIA. Under normal circumstances, up to 90% of the Fund's
portfolio will be invested in subsets of common stock from those indices,
selected and managed by the Advisor pursuant to its Enhanced Sub-indexing
investment strategy (see "The MAI Investment Strategy--Enhanced Sub-indexing").
Up to 20% of the Fund's portfolio will be allocated to the purchase and covered
writing (selling) of equity index options (see "Index Option Program").
Capital Appreciation Fund
The investment objective of the Capital Appreciation Fund is long-term
capital appreciation. The Fund seeks to achieve this objective by investing
primarily in common stocks of companies that make up the DJIA. Under normal
circumstances, up to 90% of the Fund's portfolio will be invested in subsets of
common stock from those indices, selected and managed by the Advisor pursuant to
its Enhanced Sub-indexing investment strategy (see "The MAI Investment
Strategy--Enhanced Sub- indexing"). Up to 20% of the Fund's portfolio will be
allocated to the purchase and covered writing (selling) of equity index options
(see "Index Option Program").
Growth and Income Fund
The investment objective of the Growth and Income Fund is long-term
capital appreciation, with high current income as a secondary objective. The
Fund seeks to achieve this objective by investing primarily in common stocks of
companies that make up the Dow Utility Index, the Dow Transportation Index, and
the DJIA, as well as common stocks of REITs (real estate investment trusts).
Under normal circumstances, up to 90% of the Fund's portfolio will be invested
in subsets of common stock from those indices, (as well as REITs) selected and
managed by the Advisor pursuant to its Enhanced Sub-indexing investment strategy
(see "The MAI Investment Strategy--Enhanced Sub-indexing"). Up to 20% of the
Fund's portfolio will be allocated to the purchase and covered writing (selling)
of equity index options (see "Index Option Program").
High-Yield Income Fund
The investment objective of the High-Yield Income Fund is high current
income. The Fund seeks to achieve this objective by investing primarily in
investment grade (ranked A or better by S&P or Moody's) fixed income debt
securities included in the Lehman Corporate Bond Index. Under normal
circumstances, up to 90% of the Fund's portfolio will be invested in subsets of
fixed income debt securities from that index, selected and managed by the
Advisor pursuant to its Enhanced Sub-indexing investment strategy (see "The MAI
Investment Strategy--Enhanced Sub-indexing"). Up to 20% of the Fund's portfolio
will be allocated to the purchase and covered writing (selling) of index options
(see "Index Option Program"). Up to 5% of the Fund's portfolio may consist of
inverse floating rate debt securities.
Global Equity Fund
The investment objective of the Global Equity Fund is long-term capital
appreciation. The Fund seeks to achieve this objective by investing primarily in
common stocks of companies that make up the DJIA, the FTSE 100 (London), DAX 30
(Frankfurt), NIKKEI 225 (Tokyo) or HANG SENG 33 (Hong Kong). Under normal
circumstances, up to 90% of the Fund's portfolio will be invested in subsets of
common stock from those indices, selected and managed by the Advisor pursuant to
its Enhanced Sub-indexing investment strategy (see "The MAI Investment
Strategy--Enhanced Sub-indexing"). Up to 20% of the Fund's portfolio will be
allocated to the purchase and covered writing (selling) of equity index options
(see "Index Option Program").
Purchases of foreign securities are usually made in foreign currencies
and, as a result, a 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 than about a U.S. company, and foreign companies are not
generally subject to accounting, auditing and financial reporting standards and
practices comparable to those in the U.S. Other risks associated with
investments in foreign securities include changes in restrictions on foreign
currency transactions and rates of exchanges, changes in the administrations or
economic and monetary policies of foreign governments, the imposition of
exchange control regulations, the possibility of expropriation decrees and other
adverse foreign governmental action, the imposition of foreign taxes, less
liquid markets, less government supervision of exchanges, brokers and issuers,
difficulty in enforcing contractual obligations, delays in settlement of
securities transactions and greater price
<PAGE>
volatility. In addition, investing in foreign securities will generally result
in higher commissions than investing in similar domestic securities.
Index Option Program
The Funds may purchase put and call options and write (sell) covered
put and call options on stock indices listed on domestic and international stock
exchanges, and engage in related closing transactions. The Advisor intends to
invest up to 20% of each Fund's portfolio in a combination of long and short
positions in index options, utilizing the proprietary methodology developed by
the Advisor. 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. Receipt
of this cash amount will depend upon the closing level of the stock index upon
which the option is based being greater than (in the case of a call) or less
than (in the case of a put) the exercise price of the option. The amount of cash
received will be equal to such difference between the closing price of the index
and the exercise price of the option expressed in dollars. The writer of the
option is obligated, in return for the premium received, to make delivery of
this amount. The Advisor may purchase and sell related options contracts on
leading market benchmark indices, interest rate or industry segment indices on a
fully-hedged basis. To the extent permitted by U.S. federal or state securities
laws, the MAI Global Equity Fund may invest in options on foreign stock indices
in lieu of direct investment in foreign securities. It may also use foreign
stock index options for hedging purposes.
Because the Advisor will invest in both long and short positions, the
Advisor's aggregate investments are positioned to be market neutral. The short
side of the option program will consist of sales of index options, while the
long side will consist of the purchase of index options (generally for the
purpose of hedging the short side). This investment strategy is designed to take
advantage of the natural decay of the time value of index options and of what
the Advisor believes are inefficiencies in the pricing of index options without
attempting to predict the direction or timing of broader market movements. The
Advisor anticipates that its investment strategy will perform best in a
relatively flat market environment where volatility is equal to or less than
historical norms.
To cover the potential obligations involved in writing option
transactions, the Fund will either own a position opposite to the option or hold
a portfolio of stocks substantially replicating the movement of the index or, to
the extent the Fund does not own such a position or hold such a portfolio, will
segregate with the Custodian high grade liquid dept obligations equal to the
market value of the stock index option, marked to market daily. 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 exposure to an indeterminate liability. Risks
associated with purchasing options include the loss of the premium if the option
is not exercised. It is not the Advisor's intention to buy options for
speculative purposes, or to write options on an uncovered or unhedged basis.
Because the value of an index option depends upon movements in the
level of the index rather than the price of a particular stock, whether the Fund
will realize a gain or loss from the purchase or writing of options on an index
depends upon movements in the level of stock prices in the stock market
generally or, in the case of certain indices, in an industry or market segment,
rather than movements in the price of a particular stock. Options may fail as
hedging techniques when price movements of the securities underlying the options
do not follow the price movements of the portfolio securities subject to the
hedge. Accordingly, successful use by each Fund of options on stock indices will
be subject to the Advisor's ability to predict correct movements in the
direction of the stock market generally or of a particular industry. This
requires different skills and techniques than predicting changes in the price of
individual stocks. A Fund will likely be unable to control losses by closing its
position where a liquid secondary market does not exist.
General
The Advisor generally intends that each Fund will stay fully invested
(subject to liquidity requirements) in securities from the indicated benchmark
indices and in the index options described under the "Index Option Program,"
regardless of the movement of stock and bond prices. However, to the extent the
portion of a Fund's portfolio allocated to the Index Option Program is not fully
invested in options, it may be invested in cash equivalents, U.S. Government
repurchase agreements or money market funds (collectively, "Money Market
Instruments"). In addition to investing directly in common stocks, each fund
(except for the High-Yield Income 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 of SPDRS track the movement of the Index relatively closely. For
temporary defensive purposes under adverse market conditions, the Fund may hold
all or a substantial portion of its assets in Money Market Instruments. 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 a Fund acquires
securities of money market funds, the shareholders of the Fund will be subject
to duplicative management fees.
<PAGE>
As all investment securities are subject to inherent market risks and
fluctuations in value due to earnings, economic and political conditions and
other factors, no fund can give any assurance that its investment objective will
be achieved. In addition, it should be noted that the Advisor has not previously
managed assets organized as a mutual fund and the Funds have no operating
history. Each Fund is a non-diversified fund, and, as such, may present
substantially more investment risk and potential for volatility then a mutual
fund which is diversified. Rates of total return quoted by a Fund may be higher
or lower than past quotations, and there can be no assurance that any rate of
total return will be maintained. See "Investment Policies and Techniques" for a
more detailed discussion of each Fund's investment practices.
HOW TO PURCHASE FUND SHARES
Each Fund is "no-load" and shares of each Fund may be sold to investors
on a continuous basis on any day on which the New York Stock Exchange is open
for business ("Business Day"), subject to the following minimums: minimum
initial investment of $5,000 ($2,000 for retirement accounts) and minimum
subsequent investments of $500. These minimums may be waived by the Advisor for
accounts participating in the Systematic Investment Plan. 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 through American Data Services, Inc. (the
"Transfer Agent") will not incur charges on purchases or redemptions, except for
the short term redemption fee described under "How to Redeem Shares- Redemption
Fee." Shares of each Fund are offered only to residents of states in which such
shares are eligible for purchase.
Initial Purchase
By Mail - You may purchase shares of each Fund by completing and
signing the Ivestment Application Form which accompanies this Prospectus and
mailing it, in proper form, together with a check or other negotiable bank draft
(subject to the minimum amounts) made payable to MAI Funds-[NAME OF FUND], and
sent to the address listed below.
Mail to Overnight to:
MAI Family of Funds MAI Family of Funds
c/o American Data Services, Inc. c/o American Data Services, Inc.
P.O. Box 5536 Hauppauge Corporate Center
Hauppage, NY 11788-0132 150 Motor Parkway, Suite 120
Hauppauge, NY 11760
Your purchase of shares of a Fund will be effected at the next share
price calculated after receipt of your investment.
By Wire - You may also purchase shares of a Fund by wiring federal
funds from your bank that is a member of the Federal Reserve System, which may
charge you a fee for doing so. If money is to be wired, you must first call the
Transfer Agent at 800-___-____ to set up your account and obtain an account
number. You should be prepared at that time to provide the information on the
Investment Application. Then, you should provide your bank with the following
information for purposes of wiring funds for your investment:
Star Bank, N.A. Cinti/Trust for MAI Enhanced Index Fund
ABA #0420-0001-3 D.D.A. #
MAI Account Name __________ for MAI Aggressive Growth Fund
(write in shareholder name) D.D.A. #
For the MAI Account #__________ for MAI Capital Appreciation Fund
(write in account number) D.D.A. #
for MAI Growth & Income Fund
D.D.A. #
for MAI High-Yield Income Fund
D.D.A. #
for MAI Global Equity Fund
D.D.A. #
<PAGE>
You are required to mail a signed Investment 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;
each Fund reserves the right to reject any purchase order or to suspend or
modify the continuous offering of its shares. 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 Fund reserves the right to charge
shareholders for this service.
Additional Purchases
You may purchase additional shares of any Fund at any time (subject to
minimum investment requirements) by mail, wire, or under the Systematic
Investment Plan. Each additional mail purchase request must contain your name,
the name of your MAI account(s), your MAI account number(s), and the Fund name.
Checks or other negotiable bank drafts should be made payable to MAI Funds-[NAME
OF FUND] and should be sent to the address listed above. A bank wire should be
made through the wire procedures described above which must include your MAI
account name(s), your MAI account number(s) and the name of the Fund.
Additional Information
Dividends begin to accrue after you become a shareholder. The Funds do
not issue share certificates. All shares are held in non-certificate form
registered on the books of each of the Funds and the Funds' 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 Funds.
If your check or wire does not clear, you will be responsible for any
loss incurred by the Funds. If you are already a shareholder, the Funds can
redeem shares from any identically registered account in the Funds as
reimbursement for any loss incurred. You may be prohibited or restricted from
making future purchases in the Funds.
SHAREHOLDER SERVICES
Shareholder Inquiries and Services Offered
If you have any questions about the Funds or shareholder services
described below, please call the Funds at 1-800-351- 2078. Written inquiries may
be sent to American Data Services, Inc., Hauppauge Corporate Center, 150 Motor
Parkway, Suite 120, Hauppauge, NY 11760.
Systematic Investment Plan
You may conveniently make regular monthly or quarterly purchases of
shares in a Fund by completing the appropriate section of the Investment
Application and attaching a voided personal check. The Systematic Investment
Plan enables you to achieve dollar-cost averaging with respect to investments in
the Fund despite then fluctuating net asset values through regular purchases of
a fixed dollar amount of shares in the Fund. Dollar-cost averaging results in
more shares being purchased when a Fund's net asset value is relatively low and
fewer shares being purchased when a Fund's net asset value is relatively high,
thereby helping to decrease the average price of your shares. Through the
Systematic Investment Plan, shares are purchased by your authorization of the
automatic transfer of funds from your designated checking, savings or money
market account (minimum of $100 per transaction per Fund) on the first or
fifteenth of the month or quarter you select. You may change the amount of your
monthly purchase at any time.
Systematic Withdrawal Plan
As another convenience, the Funds offer a Systematic Withdrawal Plan
whereby you may receive current income while maintaining investments in a Fund.
The Systematic Withdrawal Plan permits you to have payments of $100 or more
automatically transferred from your account(s) in the Fund(s) to your designated
checking, savings or money market account on a monthly or quarterly basis. A
shareholder's account must have Fund shares with a value of at least $10,000 in
order to start a Systematic Withdrawal Plan. This Program may be terminated by a
shareholder or the Fund(s) at any time without charge or penalty and will become
effective five business days following receipt of your instructions. Shares will
be sold within three business days before month-end. A withdrawal under the
Systematic Withdrawal Program involves a redemption of
<PAGE>
shares, and may result in a gain or loss for federal income tax purposes. In
addition, if the amount withdrawn exceeds the dividends credited to the
shareholder's account, the account ultimately may be depleted.
Exchange Privileges
Once payment for your shares has been received and a MAI account
established, you may exchange some or all of your shares for shares of another
MAI Fund currently available to the public. Exchanges will be made at net asset
value.
Tax Sheltered Retirement Plans
A variety of tax-sheltered retirement plans are available to
shareholders of Funds which seek capital appreciation as their investment
objective, including individual retirement plans (IRAs); simplified employee
pensions (SEPs); 401(k) plans; qualified corporate pension and profit sharing
plans (for employees); tax deferred investment plans (for employees of public
school systems and certain types of charitable organizations); and other
qualified retirement plans. You should contact the Transfer Agent for the
application procedure to open an IRA or SEP plan, as well as more specific
information regarding these retirement plan options. Consultation with an
attorney or tax 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
may obtain information about the IRA custodial fees from the Transfer Agent.
HOW TO REDEEM SHARES
Redemption orders received by the Transfer Agent prior to 4:00 p.m. EST
for a Fund on any Business Day will be effective that day. All redemptions will
be made at the net asset value next 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 Reserve wire transfer, as
promptly as possible and, in any event, within seven days after the redemption
order is received; however, redemption proceeds for shares purchased by check
will be forwarded only upon collection of payment for such shares. 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
Funds reserve 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. Shareholders choosing to purchase or redeem their shares through a
securities dealer may be charged a fee by that institution.
By Mail - You may redeem any part of your account in a Fund at no
charge by mail. Your request should be addressed to:
Mail to Overnight to:
MAI Family of Funds MAI Family of Funds
c/o American Data Services, Inc. c/o American Data Services, Inc.
P.O. Box 5536 Hauppauge Corporate Center
Hauppage, NY 11788-0132 150 Motor Parkway, Suite 120
Hauppauge, NY 11760
"Proper order" means your request for a redemption must include your
letter of instruction, including the Fund name, MAI account number, MAI 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 Funds require 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 each of the Funds or American
Data Services, Inc., a shareholder, prior to redemption, may be required to
furnish additional legal documents to insure proper authorization.
By Telephone - You may redeem any part of your account in a Fund by
calling the Transfer Agent at (800) 351-2078. 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.
<PAGE>
The telephone redemption and exchange procedures may be terminated at
any time by the Funds or the Transfer Agent. During periods of extreme market
activity it is possible that shareholders may encounter some difficulty in
telephoning the Funds, although neither the Funds nor the Transfer Agent has
ever experienced difficulties in receiving and in a timely fashion responding to
telephone requests for redemptions or other Shareholder Services. If you are
unable to reach the Funds by telephone, you may request a redemption or exchange
by mail or overnight delivery.
Redemption Fee
Shares held less than 12 months and redeemed (including exchanges) from
the Enhanced Index Fund, Aggressive Growth Fund, Capital Appreciation Fund and
Global Equity Fund are subject to a short term redemption fee equal to 2.50% of
the net asset value of shares redeemed. Solely for purposes of calculating the
one-year holding period, the Funds use the "first-in, first out" (FIFO) method.
That is, the date of any redemption or exchange will be compared to the earliest
purchase date. If this holding period is less than one year, the fee will be
assessed. The fee will be prorated if a portion of the shares being redeemed or
exchanged has been held for more than one year. Shares acquired through
reinvested dividend or capital gain distributions are exempt from the fee.
Additional Information
If you are not certain of the requirements for a redemption please call
the Transfer Agent at (800) 351-2078. 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 Funds may suspend redemptions or postpone payment dates.
Minimum Account Size
Due to the relatively high cost of maintaining smaller accounts, each
Fund reserves the right to require that any Shareholder redeem shares in any
account if, as a result of redemptions, the value of that account drops below
[$2,500]. You will be allowed 30 days, after notice by the Fund, to make an
additional investment to bring your account up to at least [$2,500] before the
redemption is processed. An involuntary redemption constitutes a sale. You
should consult your tax adviser concerning the tax consequences of involuntary
redemptions. Each share of each Fund is subject to redemption at any time if the
Board of Trustees determines in its sole discretion that failure to so redeem
may have materially adverse consequences to all or any of the shareholders of
the Funds.
SHARE PRICE
The net asset value of each share in a Fund is determined by dividing
the total market 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 trading on the New York Stock
Exchange (4:00 p.m., Eastern time) on each Business Day and can be expected to
fluctuate.
Equity securities which are traded on any exchange or on the NASDAQ
Over-The-Counter Market (OTC), 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, or when the Advisor determines the
last bid price does not accurately reflect the current value, securities are
valued in good faith by the Advisor, subject to review of the Board of Trustees.
Debt securities are valued by using market quotations or,
alternatively, on the basis of prices furnished by a pricing service, when the
Advisor believes such prices more accurately reflect their fair market value. 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, securities are valued at fair value in good faith by the Advisor,
subject to review of the Board of Trustees. Debt 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.
<PAGE>
DIVIDENDS AND DISTRIBUTIONS
Each 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 Investment Application 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 summary of federal income tax consequences applicable to
investments in the Funds is based upon current tax laws and regulations which
are subject to change.
Tax Status of the Funds
Each Fund is treated as a separate entity for federal income tax
purposes and is not combined with the other Funds. Each Fund intends to qualify
each year as a "regulated investment company" under the Internal Revenue Code as
amended. By so qualifying, a 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.
Tax Status of Distributions
For federal income tax purposes, dividends paid by each 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 current tax law, all distributions of net capital gains to individuals
are taxed at the same marginal 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.
Each 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 with 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 Investment Application, each of the Funds 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, each Fund
will be required to withhold and remit to the Internal Revenue Service 31% of
gross dividends, distributions and redemption proceeds payable to the
shareholder. Shareholders should be aware that, under regulations promulgated by
the Internal Revenue Service, a 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 applicable Fund may make a corresponding charge against the account of
the shareholder failing to provide the information.
Tax Treatment of Transactions
Each sale, exchange or redemption of a Fund's shares is a taxable event
to the shareholder. Income derived by a Fund portfolio from securities of
foreign issuers may be subject to foreign withholding taxes. The Global Equity
Fund expects to be able to treat shareholders as having paid their proportionate
share of such foreign taxes.
<PAGE>
OPERATION OF THE FUNDS
The Funds
Each Fund is a diversified series of AmeriPrime Funds, an open-end
management investment company organized as an Ohio business trust on August 8,
1995. The Board of Trustees supervises the business activities of the Funds.
Like other mutual funds, the Funds retain various organizations to perform
specialized services under outsourcing contracts.
The Advisor
Each Fund has engaged Vuong Asset Management Company, LLC ("VAMCO") a
Texas-based limited liability company, 6575 West Loop South, Suite 110, Houston,
Texas 77401 (the "Advisor") to manage the assets of each Fund and is authorized
to pay the Advisor a fee equal to an annualized rate, as a percentage of the
respective Fund's average daily net assets, of 1.20% for the Enhanced Index
Fund, Capital Appreciation Fund and Aggressive Growth Fund; 1.00% for the Growth
& Income Fund; 0.60% for the High-Yield Income Fund and 1.40% for the Global
Equity Fund.
VAMCO is a Registered Investment Adviser with the SEC and has provided
investment management services to private clients and institutional investors
since 1995, similar to those employed to manage each Fund. Qui T. Vuong serves
as the Chairman and Chief Investment Officer of VAMCO and has been responsible
for the day-to-day management of each Fund since its inception. Mr. Vuong has
provided investment management service to private clients, investment
partnerships and private hedge funds since 1992, using techniques similar to
those employed to manage each Fund.
VAMCO is jointly owned by Qui T. Vuong, a graduate of Princeton
University, Quyen Vuong, a graduate of Yale University and Stanford Business
School, and Diep Vuong, a graduate of Harvard University. The unique investment
technology platform offered to each of the Funds is a result of nearly 20 years
of combined professional experience in the investment and securities business.
Fund Expenses
Each Fund is responsible for the payment of all organizational and
operating expenses of the Fund, including brokerage fees and commissions; taxes
or governmental fees; interest; fees and expenses of the non-interested person
trustees; clerical and shareholder service staff salaries; office space and
other office expenses; fees and expenses incurred by the Funds in connection
with membership in investment company organizations; legal, auditing and
accounting expenses; expenses of registering shares under federal and state
securities laws; insurance expenses; fees and expenses of the custodian,
transfer agent, dividend disbursing agent, shareholder service agent,
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 Fund shareholders; the cost
of printing or preparing statements, reports or other documents to shareholders;
expenses of shareholders' meetings and proxy solicitations; and such
extraordinary or non-recurring expenses as may arise, including litigation to
which the Fund may be a party and indemnification of the Trust's trustees and
officers with respect thereto. The Fund will only be liable for organizational
expenses when the combined assets reach $10,000,000 or when the Funds have been
in existence for at least one year.
The Administrator
The Funds retain AmeriPrime Financial Services, Inc., 1793 Kingswood
Drive, Suite 200, Southlake, Texas 76092 (the "Administrator") to manage the
Funds' business affairs and provide each Fund with administrative services,
including all regulatory reporting and necessary office equipment, personnel and
facilities. The Administrator receives a monthly fee from the Fund equal to an
annual average rate of 0.050% of each Fund's average daily net assets (subject
to a minimum annual payment of $20,000). The services of the Administrator are
operating expenses paid by each Fund.
The Transfer Agent
The Fund retain American Data Services, Inc., Hauppauge Corporate
Center, 150 Motor Parkway, Suite 120, Hauppauge, New York 11760 (the "Transfer
Agent") to serve as transfer agent, dividend paying agent and shareholder
service agent. The services of the Transfer Agent are operating expenses paid by
each Fund.
<PAGE>
The Co-Distributors
The Funds retain AmeriPrime Financial Services, Inc., 1793 Kingswood
Drive, Suite 200, Southlake, Texas 76092 to act as a co-distributor of each
Fund's shares. Kenneth D. Trumpfheller, officer and sole shareholder of the
Administrator and AmeriPrime Financial Services, Inc., is an officer and trustee
of the Trust. In addition, the Funds retain Omni Financial Group, LLC, 6575 West
Loop South, Suite 110, Bellaire, Texas 77401, which is affiliated with the
Advisor, to act as co- distributor of each Fund's shares. No compensation is
paid to either co-distributor for distribution services.
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
a Fund as a factor in the selection of brokers and dealers to execute portfolio
transactions. The Adviser (not the Funds) may pay certain financial institutions
(which may include banks, securities dealers and other industry professionals) a
"servicing fee" for performing certain administrative functions for Fund
shareholders to the extent these institutions are allowed to do so by applicable
statute, rule or regulation.
Custodian
Star Bank N.A., P.O. Box 1118, Cincinnati, Ohio 45202 serves as
custodian to each of the Funds. The custodian holds cash, securities and other
assets of each of the funds as required by the Investment Company Act of 1940,
as amended.
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 applicable Fund. The
investment objective of each 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
No Fund intends to purchase or sell securities for short term trading
purposes. However, if the objectives of a Fund would be better served,
short-term profits or losses may be realized from time to time. It is
anticipated that portfolio turnover will generally not exceed 100% for each
Fund. Actual holding period will vary by type of security and market conditions.
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 Funds subject
to 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 owned and fractional votes for fractional
shares owned. All shares of a Fund have equal voting rights and liquidation
rights.
Each Fund acknowledges that it is solely responsible for the
information or any lack of information about it in this joint Prospectus and in
the joint Statement of Additional Information, and no other Fund is responsible
therefor. There is a possibility that one Fund might be deemed liable for
misstatements or omissions regarding another Fund in this Prospectus or in the
joint Statement of Additional Information; however, the Funds deem this
possibility slight.
PERFORMANCE INFORMATION
Each Fund may periodically advertise "average annual total return." The
"average annual total return" of a 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.
<PAGE>
Each 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 each 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.
Each 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 Lehman Corporate Bond Index or the Dow Jones
Industrial Average, as well as other indices, such as the Morgan Stanley REIT
Index or the BBG REIT Large Cap Index.
THE ADVERTISED PERFORMANCE DATA OF EACH FUND IS BASED ON HISTORICAL
PERFORMANCE AND IS NOT INTENDED TO INDICATE FUTURE PERFORMANCE. RATES OF TOTAL
RETURN QUOTED BY A 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 EACH FUND WILL FLUCTUATE SO THAT A
SHAREHOLDER'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THE
SHAREHOLDER'S ORIGINAL INVESTMENT.
INVESTMENT POLICIES AND TECHNIQUES
This section contains general information about various types of
securities and investment techniques that each Fund may purchase.
Equity Securities
Equity securities consist of common stock, preferred stock and common
stock equivalents such as convertible preferred stock and convertible
debentures, rights and warrants. Convertible preferred stock is preferred stock
that can be converted into common stock pursuant to its terms. Convertible
debentures are debt instruments that can be converted into common stock pursuant
to their terms. Each Fund will not invest more than 25% of its net assets in
convertible preferred stock, convertible debentures, rights or warrants.
Debt Securities
Each 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.
Corporate Debt Securities
Corporate debt securities are long and short term debt obligations
issued by companies (such as publicly issued and privately placed bonds, notes
and commercial paper). The Advisor considers corporate debt securities to be of
investment grade quality if they are rated A or higher by Standard & Poor's
Corporation, or Moody's Investors Services, Inc., or if unrated, determined by
the Advisor to be of comparable quality. Investment grade debt securities
generally have adequate to strong protection of principal and interest payments.
In the lower end of this category, credit quality may be more susceptible to
potential future changes in circumstances and the securities have speculative
elements.
Repurchase Agreements
In a repurchase agreement, a Fund buys a security at one price and
simultaneously agrees to sell it back later at a higher price. The repurchase
date is usually within seven days of the original purchase. If the other party
to a repurchase agreement becomes bankrupt or otherwise defaults on its
obligation to repurchase the security, a Fund may experience delays in
recovering its cash. To the extent that the value of the security purchased has
decreased in the meantime, the Fund could experience a loss. Each Fund's
repurchase agreements are fully collateralized.
Securities Lending
Each Fund may lend securities to broker-dealers and other institutions
as a means of earning additional income. Under the lending policy authorized by
the Board of Trustees and implemented by the Advisor in response to requests of
broker-
<PAGE>
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 a Fund at least equal to 100% of the current market
value of the loaned securities. A 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 a Fund's interest. If the borrower becomes
bankrupt or otherwise defaults on its obligations, a Fund could experience
delays in recovering its securities. To the extent that, in the meantime, the
value of securities loaned had increased, a Fund could experience a loss if the
borrower had not maintained sufficient collateral.
<PAGE>
Investment Advisor
VAMCO, LLC
6575 West Loop South, Suite 110
Houston, Texas 77401
Administrator
AmeriPrime Financial Services, Inc.
1793 Kingswood Drive, Suite 200
Southlake, Texas 76092
Custodian
Star Bank, N.A.
P.O. Box 1118
Cincinnati, Ohio 45202
Co-Distributors
AmeriPrime Financial Services, Inc.
1793 Kingswood Drive, Suite 200
Southlake, Texas 76092
and
Omni Financial Group, LLC
6575 West Loop South, Suite 110
Houston, Texas 77401
<PAGE>
Transfer Agent (all purchase and redemption requests)
American Data Services, Inc.
Hauppauge Corporate Center
150 Motor Parkway, Suite 120
Hauppauge, New York 11760
Independent Auditors
McCurdy & Associates CPA's, Inc.
27955 Clemens Road
Westlake, Ohio 44145
No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering contained in this Prospectus, and if given or made, such
information or representations must not be relied upon as being authorized by
each Fund. This Prospectus does not constitute an offer by any of the Funds to
sell its shares in any state to any person to whom it is unlawful to make such
offer in such state.
<PAGE>
TABLE OF CONTENTS
SUMMARY OF FUND EXPENSES................................................... 2
THE FUNDS............................... .................................. 3
The MAI Investment Strategy -- Enhanced Sub-indexing....................... 3
Investment Objective and Strategies........................................ 3
Enhanced Index Fund................................................... 3
Aggressive Growth Fund................................................ 3
Capital Appreciation Fund............................................. 4
Growth and Income Fund................................................ 4
High-Yield Income Fund................................................ 4
Global Equity Fund.................................................... 4
Index Option Program.................................................. 5
General .............................................................. 5
HOW TO PURCHASE FUND SHARES.................................. ............. 5
Initial Purchase........................................................... 6
Additional Purchases....................................................... 7
Additional Information..................................................... 7
SHAREHOLDER SERVICES....................................................... 7
Shareholder Inquiries and Services Offered................................. 7
Systematic Investment Plan................................................. 7
Systematic Withdrawal Plan................................................. 7
Exchange Privileges........................................................ 7
Tax Sheltered Retirement Plans............................................. 8
HOW TO REDEEM SHARES....................................................... 8
Redemption Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Additional Information..................................................... 9
Minimum Account Size....................................................... 9
SHARE PRICE................................................................ 9
DIVIDENDS AND DISTRIBUTIONS................................................ 9
TAXES..................................................................... 10
Tax Status of the Funds................................................... 10
Tax Status of Distributions............................................... 10
Tax Treatment of Transactions............................................. 10
OPERATION OF THE FUNDS.................................................... 10
The Funds................................................................. 10
The Advisor............................................................... 11
Fund Expenses............................................................. 11
The Administrator......................................................... 11
The Transfer Agent........................................................ 11
<PAGE>
The Co-Distributors....................................................... 11
Custodian................................................................. 12
GENERAL INFORMATION....................................................... 12
Fundamental Policies...................................................... 12
Turnover.................................................................. 12
Shareholder Rights........................................................ 12
PERFORMANCE INFORMATION................................................... 12
GLOSSARY OF PERMITTED INVESTMENTS......................................... 13
Equity Securities......................................................... 13
Debt Securities........................................................... 13
Corporate Debt Securities................................................. 13
U.S. Government Obligations............................................... 13
Repurchase Agreements..................................................... 13
Securities Lending........................................................ 13
<PAGE>
MAI FAMILY OF FUNDS
STATEMENT OF ADDITIONAL INFORMATION
________________, 1997
This Statement of Additional Information is not a prospectus. It should
be read in conjunction with the Prospectus of the MAI Family of Funds dated
___________, 1997. A copy of the Prospectus can be obtained by writing the
Transfer Agent at Hauppauge Corporate Center, 150 Motor Parkway, Hauppauge, NY
11760, or by calling 1-800-____-____.
<PAGE>
TABLE OF CONTENTS
Page
DESCRIPTION OF THE TRUST......... ........................................-1-
ADDITIONAL INFORMATION ABOUT FUND
INVESTMENTS AND RISK CONSIDERATIONS........................................-1-
INVESTMENT LIMITATIONS.....................................................-6-
THE INVESTMENT ADVISOR.....................................................-8-
TRUSTEES AND OFFICERS......................................................-9-
PORTFOLIO TRANSACTIONS AND BROKERAGE......................................-10-
DETERMINATION OF SHARE PRICE..............................................-11-
INVESTMENT PERFORMANCE....................................................-11-
CUSTODIAN.................................................................-12-
TRANSFER AGENT............................................................-12-
ACCOUNTANTS...............................................................-12-
DISTRIBUTOR...............................................................-12-
<PAGE>
DESCRIPTION OF THE TRUST
MAI Enhanced Index Funds, MAI Growth & Income Fund, MAI Aggressive
Growth Fund, MAI High-Yield Fund, MAI Capital Appreciation Fund and MAI Global
Equity Fund (each a "Fund" or collectively the "Funds") were organized as 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. Each Fund is one of a series of funds
currently authorized by the Trustees, and are referred to, and may conduct
business as, the "MAI Family of Funds."
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
Funds, see "How to Purchase Fund Shares," "Shareholder Services" and "How to
Redeem Shares" in the Funds' Prospectus. For a description of the methods used
to determine the share price and value of each Fund's assets, see "Share Price"
in the Funds' Prospectus.
ADDITIONAL INFORMATION ABOUT FUND
INVESTMENTS AND RISK CONSIDERATIONS
This section contains a more detailed discussion of some of the
investments each Fund may make and some of the techniques it may use, as
described in the Prospectus (see "Investment Objectives and Strategies", "Risk
Considerations" and "Investment Policies and Techniques").
A. Inverse Floating Rate Obligations. Each Fund may invest in debt
securities with interest payments or maturity values that are not fixed, but
float inversely to an underlying index or price. These securities may be backed
by U.S. Government or corporate issuers, or by collateral such as mortgages. In
certain cases, a change in the underlying index or price may have a leveraging
effect on the periodic coupon payments, creating larger possible swings in the
prices of such securities than would be expected when taking into account their
maturities alone. The
<PAGE>
indices and prices upon which such securities can be based include interest
rates, currency rates and commodities prices. However, the Fund will not invest
in any instrument whose value is computed based on a multiple of the change in
price or value of an asset or an index of or relating to assets in which the
Fund cannot invest.
Floating rate securities 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.
Inverse floating rate securities are similar to floating rate
securities except that their coupon payments vary inversely with an underlying
index by use of a formula. Inverse floating rate securities tend to exhibit
greater price volatility than other floating rate securities. Because the
changes in the coupon are usually negatively correlated with changes in overall
interest rates, interest rate risk and price volatility on inverse floating rate
obligations can be high, especially if leverage is used in the formula. Index
securities pay a fixed rate of interest, but have a maturity value that varies
by formula, so that when the obligation matures, a gain or loss is realized. The
risk of index obligations depends on the volatility of the underlying index, the
coupon payment and the maturity of the obligation.
B. Options on Securities Indices. Each Fund may purchase and write (sell)
call and put options on securities indices. Such options give the holder the
right to receive a cash settlement during the term of the option based upon the
difference between the exercise price and the value of the index.
A Fund may terminate its obligation as the writer of a call or put
option by purchasing an option with the same exercise price and expiration date
as the option previously written. This transaction is called a "closing purchase
transaction." The Fund will realize a profit or loss for a closing purchase
transaction if the amount paid to purchase an option is less or more, as the
case may be, than the amount received from the sale thereof. To close out a
position as a purchaser of an option, the Fund may make a `closing sale
transaction' which involves liquidating the Fund's position by selling the
option previously purchased.
When a Fund writes an option, an amount equal to the net premium
received by the Fund is included in the liability section of the Fund's
Statement of Assets and Liabilities as a deferred credit. The amount of the
deferred credit will be subsequently marked to market to reflect the current
market value of the option written. The current market value of a traded option
is the last sale price or, in the absence of a sale, the mean between the
closing bid and asked price. If an option expires on its stipulated expiration
date or if the Fund enters into a closing purchase transaction, the Fund will
realize a gain (or loss if the cost of a closing purchase transaction exceeds
the premium received when the option was sold), and the deferred credit related
to such option will be eliminated. If a call option is exercised, the Fund will
realize a gain or loss from the sale of the
<PAGE>
underlying security and the proceeds of the sale will be increased by the
premium originally received. The writing of covered call options may be deemed
to involve the pledge of the securities against which the option is being
written. Securities against which call options are written will be segregated on
the books of the Custodian for the Fund.
Options on securities indices entail risks in addition to the risks of
options on securities. The absence of a liquid secondary market to close out
options positions on securities indices is more likely to occur, although the
Fund generally will only purchase or write such an option if the Advisor
believes the option can be closed out.
Use of options on securities indices also entails the risk that trading
in such options may be interrupted if trading in certain securities included in
the index is interrupted. The Fund will not purchase such options unless the
Advisor believes the market is sufficiently developed such that the risk of
trading in such options is no greater than the risk of trading in options on
securities.
Price movements in a Fund's holdings may not correlate precisely with
movements in the level of an index and, therefore, the use of options on indices
cannot serve as a complete hedge. Because options on securities indices require
settlement in cash, the Advisor may be forced to liquidate Fund securities to
meet settlement obligations.
C. Securities Lending. Each Fund may lend securities to parties such as
broker-dealers, banks, or institutional investors. Securities lending allows a
Fund to retain ownership of the securities loaned and, at the same time, to earn
additional income. Since there may be delays in the recovery of loaned
securities, or even a loss of rights in collateral supplied, should the borrower
fail financially, loans will be made only to parties whose creditworthiness has
been reviewed and deemed satisfactory by the Advisor. Furthermore, they will
only be made if, in the judgment of the Advisor, the consideration to be earned
from such loans would justify the risk.
The Advisor understands that it is the current view of the staff of the
Securities and Exchange Commission ("SEC") that a Fund may engage in loan
transactions only under the following conditions: (1) a Fund must receive 100%
collateral in the form of cash, cash equivalents (e.g., U.S. Treasury bills or
notes) or other high grade liquid debt instruments from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of the
collateral; (3) after giving notice, the Fund must be able to terminate the loan
at any time; (4) the Fund must receive reasonable interest on the loan or a flat
fee from the borrower, as well as amounts equivalent to any dividends, interest,
or other distributions on the securities loaned and to any increase in market
value; (5) the Fund may pay only reasonable custodian fees in connection with
the loan; and (6) the Board of Trustees must be able to vote proxies on the
securities loaned, either by terminating the loan or by entering into an
alternative arrangement with the borrower.
Cash received through loan transactions may be invested in any security
in which the Fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
INVESTMENT LIMITATIONS
<PAGE>
Fundamental. The investment limitations described below have been
adopted by the Trust with respect to each 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 Funds 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 Funds will not issue senior securities. This
limitation is not applicable to activities that may be deemed to involve the
issuance or sale of a senior security by the Fund, provided that the Fund's
engagement in such activities is (a) consistent with or permitted by the
Investment Company Act of 1940, as amended, the rules and regulations
promulgated thereunder or interpretations of the Securities and Exchange
Commission or its staff and (b) as described in the Prospectus and this
Statement of Additional Information.
3. Underwriting. The Funds 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 Fund securities (including restricted
securities), a Fund may be deemed an underwriter under certain federal
securities laws.
4. Real Estate. The Funds 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 a 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 Funds will not purchase or sell commodities unless
acquired as a result of ownership of securities or other investments. This
limitation does not preclude a 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 Funds will not make loans to other persons, except (a) by
loaning Fund securities, (b) by engaging in repurchase agreements, or (c) by
purchasing nonpublicly offered debt
<PAGE>
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. Each Fund will not invest 25% or more of its total assets
in a particular industry. This limitation is not applicable to investments in
obligations issued or guaranteed by the U.S. government, its agencies and
instrumentalities or repurchase agreements with respect thereto.
With respect to the percentages adopted by the Trust as maximum
limitations on its investment policies and limitations, an excess above the
fixed percentage will not be a violation of 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 each Fund and are Non-Fundamental (see "Investment Restrictions"
above).
1. Pledging. The Funds will not mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness, any assets of a 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.
2. Borrowing. Each Fund will not purchase any security while borrowings
(including reverse repurchase agreements) representing more than 5% of its total
assets are outstanding.
3. Margin Purchases. The Funds will not purchase securities or
evidences of interest thereon on "margin." This limitation is not applicable to
short term credit obtained by a 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.
4. Options. The Funds will not purchase or sell puts, calls, options or
straddles except as described in the Prospectus and this Statement of Additional
Information.
<PAGE>
5. Illiquid Securities. Neither Fund will invest more than 15% of its net
assets in illiquid securities.
THE INVESTMENT ADVISOR
The Funds' investment advisor is Vuong Asset Management Company, LLC,
6575 West Loop South, Suite 110, Houston, Texas 77401 (the "Advisor"). The
Advisor is jointly owned by Qui T. Vuong, Quyen Vuong and Diep Vuong.
Under the terms of the management agreement (the "Agreement"), the
Advisor manages each Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of each 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 Funds' expenses, the Funds are obligated to pay the Advisor
a fee computed and accrued daily and paid monthly at an annual rate of 1.20% of
the average daily net assets of the MAI Enhanced Index Fund, MAI Capital
Appreciation Fund and MAI Aggressive Grown Fund, 1.00% of the average daily net
assets of the MAI Growth & Income Fund, 0.60% of the average daily net assets of
the MAI High-Yield Income Fund and 1.40% of the average daily net assets of the
Global Equity Fund. The Advisor may waive all or part of its fee, at any time,
and at its sole discretion, but such action shall not obligate the Advisor to
waive any fees in the future.
The Advisor retains the right to use the name "MAI" in connection with
another investment company or business enterprise with which the Advisor is or
may become associated. The Trust's right to use the name "MAI" automatically
ceases ninety days after termination of the Agreement and may be withdrawn by
the Advisor on ninety days written notice.
The Advisor may make payments to banks or other financial institutions
that provide shareholder services and administer shareholder accounts. The
Glass-Steagall Act prohibits banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope of this
prohibition under the Glass-Steagall Act has not been clearly defined by the
courts or appropriate regulatory agencies, management of the Funds 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
Funds believes that there would be no material impact on a 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. Each Fund may from time to time
purchase securities issued by banks which provide such services; however, in
selecting investments for a Fund, no preference will be shown for such
securities.
TRUSTEES AND OFFICERS
<PAGE>
<TABLE>
<CAPTION>
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.
<S> <C> <C>
==================================================================================================================================
Name, Age and Address Position Principal Occupations During
Past 5 Years
- ----------------------------------------------------------------------------------------------------------------------------------
* Kenneth D. Trumpfheller President and Trustee President, Treasurer and Secretary of
Age: 38 AmeriPrime Financial Services, Inc.,
1793 Kingswood Drive the Funds' administrator, and
Suite 200 AmeriPrime Financial Securities, Inc.,
Southlake, Texas 76092 the Funds' distributor. Prior to
December 1994,a senior client executive
with SEI Financial Services
- ----------------------------------------------------------------------------------------------------------------------------------
Julie A. Feleo Secretary, Treasurer Secretary, Treasurer and Chief
Age: 30 Financial Officer of AmeriPrime
1793 Kingswood Drive Financial Services, Inc. and
Suite 200 AmeriPrime Financial Securities, Inc.;
Southlake, Texas 76092 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 Trustee President of Clare Energy, Inc., oil and
Age: 39 gas exploration company; International
2001 Indianwood Ave. Marketing Manager of Carbo Ceramics
Broken Arrow, OK 74012 Inc., oil field manufacturing/supply
company; President, Chandler
Engineering Company, L.L.C.
- ----------------------------------------------------------------------------------------------------------------------------------
Gary E. Hippenstiel Trustee President and Director of Heritage
Age: 49 Trust Company; Director, Vice
600 Jefferson Street President and Chief Investment Officer
Houston, Texas 70002 of Legacy Trust Company from 1994-
1995; Vice President and Manager of
Investments of Kanaly Trust Company from
1988 to 1992.
===============================================================================
<FN>
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, 1996 is set forth in the following table:
</FN>
</TABLE>
<TABLE>
<CAPTION>
===============================================================================
<S> <C>
Total Compensation
from Trust (the Trust is
Name not in a Fund Complex)
- -------------------------------------------------------------------------------
Kenneth D. Trumpfheller 0
- -------------------------------------------------------------------------------
Steve L. Cobb $4,000
- -------------------------------------------------------------------------------
Gary E. Hippenstiel $4,000
===============================================================================
</TABLE>
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Board of Trustees of the Trust,
the Advisor is responsible for each Fund's portfolio decisions and the placing
of each Fund's portfolio transactions. In placing portfolio transactions, the
Advisor seeks the best qualitative execution for each 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 Advisor generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received.
The Advisor is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Funds and/or the other
accounts over which the Advisor exercises investment discretion and to pay such
brokers or dealers a commission in excess of the commission another broker or
dealer would charge if the Advisor determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of a particular transaction
or the Advisor's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.
Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom a Fund effects securities
transactions may also be used by the Advisor in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Advisor in connection with its services to the
Funds. Although research services and other information are useful to the Funds
and the Advisor, it is not possible to place a dollar value on the research and
other information received. It is the opinion of the Board of Trustees and the
Advisor that the review and study of the research and other information will not
reduce the overall cost to the Advisor of performing its duties to the Funds
under the Agreement.
Over-the-counter transactions will be placed either directly with
principal market makers or with broker-dealers, if the same or a better price,
including commissions and executions, is available. Fixed income securities are
normally purchased directly from the issuer, an underwriter
<PAGE>
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.
When a Fund and another of the Advisor's clients seek to purchase or sell
the same security at or about the same time, the Advisor may execute the
transaction on a combined ("blocked") basis. Blocked transactions can produce
better execution for the Funds because of the increased volume of the
transaction. If the entire blocked order is not filled, the Fund 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 Fund 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. In the event that the entire blocked order
is not filled, the purchase or sale will normally be allocated on a pro rata
basis. The allocation may be adjusted by the Advisor, taking into account such
factors as size of the individual orders and transactions costs, when the
advisor believes an adjustment is reasonable.
DETERMINATION OF SHARE PRICE
The price (net asset value) of the shares of each 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 each 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 for the period indicated 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.
<PAGE>
Each Fund's investment performance will vary depending upon market
conditions, the composition of each Fund's Fund and operating expenses of each
Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing a Fund's performance to those of other investment companies or
investment vehicles. The risks associated with each Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue.
From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of each Fund
may be compared to indices of broad groups of unmanaged securities considered to
be representative of or similar to the Fund holdings of the Fund or considered
to be representative of the market in general.
In addition, the performance of each 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 each Funds investments. The Custodian acts as each Fund's
depository, safekeeps its Fund securities, collects all income and other
payments with respect thereto, disburses funds at a Fund's request and maintains
records in connection with its duties.
TRANSFER AGENT
American Data Services, Inc., Hauppauge Corporate Center, 150 Motor
Parkway, Hauppauge, NY 11760, acts as each 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 each 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 each Fund with certain monthly
reports, record-keeping and other management-related services.
ACCOUNTANTS
The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake,
Ohio 44145, has been selected as independent public accountants for the Trust
for the fiscal year ending October 31, 1997. McCurdy & Associates performs an
annual audit of each Fund's financial statements and provides financial, tax and
accounting consulting services as requested.
DISTRIBUTOR
<PAGE>
AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, and Omni Financial Group, LLC, 6575 West Loop South,
Suite 110, Bellaire, Texas 77401 are the agents for distribution of shares of
each Fund. The co-distributors are obligated to sell the shares of each Fund on
a best efforts basis only against purchase orders for the shares. Shares of each
Fund are offered to the public on a continuous basis.
<PAGE>
AmeriPrime Funds
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) 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 was filed 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
{^r} (vi) Copy of Amendment No. 5 and Amendment No.
6 to Registrant's Declaration of Trust is
filed herewith.Amendment No. 4, is hereby
incorporated by reference.{/r}
(2) Copy of Registrant's By-Laws, which was
filed as an Exhibit to Registrant's
Registration Statement, is hereby
incorporated by reference.
(3) Voting Trust Agreements - None.
(4) Specimen of Share Certificates - None.
(5) (i) Copy of Registrant's Management
Agreement with Carl Domino Associates, L.P.,
Adviser to Carl Domino Equity Income ] Fund,
which was filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1,
is hereby incorporated by reference.
{^r} -1-{^/r}
<PAGE>
(ii) Copy of Registrant's Management Agreement
with Jenswold, King & Associates, Adviser
to Fountainhead Special Value Fund,{^} is
filed herewith.
(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,
is filed herewith.
(viii) Copy of Registrant's {^}Management Agreement
with Corbin & Company, Adviser to Corbin
Small-Cap Fund, is filed herewith.
{^r}(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"), is filed herewith. {/r}
{^r} (6) Copy of Registrant's Amended and Restated
Underwriting Agreement with AmeriPrime
Financial Securities, Inc., is filed
herewith.{/r)
(7) Bonus, Profit Sharing, Pension or Similar
Contracts for the benefit of
Directors or Officers - None.
{^r} -2-{^/r}
<PAGE>
(8) {r} (i) {/r}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.
{r} (ii)Copy of Registrant's Appendix B to
the Agreement with the Custodian,
Star Bank, N.A., is filed herewith.{/r}
(9) Copy of Registrant's Agreement with the
Administrator, AmeriPrime Financial
Services, Inc., which was filed as an
Exhibit to Registrant's Pre-Effective
Amendment No. 1, is hereby incorporated by
reference.
(10) Opinion and Consent of Brown, Cummins
& Brown Co., L.P.A. is filed herewith.
(11) Consent of independent public accountants
- 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 the
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.
(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.
{^r} -3-{^/r}
<PAGE>
(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.
{^r)(iii) Power of Attorney for the Treasurer
of the Trust is filed herewith.{^/r)
Item 25. Persons Controlled by or Under Common Control with the
Registrant (As of March 1, 1997
The Carl Domino Associates, L.P., Profit Sharing Trust may be
deemed to control the Carl Domino Equity Income Fund, Roger E. King,
{^r} Robert E. Walsh and the Jenswold, King & Associates, Inc.{^/r)
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 {^r)(as of May 30, 1997){^/r}
- -------- ----------------------------------------------------
Title of Class Number of Record Holders
{^r)Carl Domino Equity Income Fund 54
Fountainhead Special Value Fund 34{^/r}
AIT Vision U.S. Equity Portfolio {^r} 28
GLOBALT Growth Fund {^r} 53
The MAXIM Contrarian Fund {^r}42
IMS Capital Value Fund {^r} 249
{^r}Florida Street Income Fund 0
{^r}Florida Street Equity Fund 0
Corbin Small-Cap Value Fund 0
{^r}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{^/r}
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
{^r} -4-{^/r}
<PAGE>
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 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.
{^r} -5-{^/r}
<PAGE>
The Registrant may not pay for insurance which
protects the Trustees and officers against
liabilities rising from action involving willful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of
their offices.
(b) The Registrant may maintain a standard mutual
fund and investment advisory professional and
directors and officers liability policy. The policy,
if maintained, would provide coverage to the
Registrant, its Trustees and officers, and could
cover its Advisers, among others.Coverage under
the policy would include losses by reason of any act,
error, omission, misstatement, misleading statement,
neglect or breach of duty. (c) Insofar as
indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
trustees, officers and controlling persons of the
Registrant pursuant to the provisions of Ohio law and
the Agreement and Declaration of the Registrant or
the By-Laws of the Registrant, or otherwise,
the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against
such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee,
officer or controlling person of the Trust in the
successful defense of any action, suit
or proceeding) is asserted by such trustee, officer
or controlling person in connection with the
securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question
whether such indemnification by it is against public
policy as expressed in the Act and will be governed
by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
A. Carl Domino Associates, L.P., 580 Village Boulevard,
Suite 225, West Palm Beach, Florida 33409, ("CDA"),
adviser to the Carl Domino Equity Income Fund, is a
registered investment adviser.
(1) CDA has engaged in no other business during
the past two fiscal years.
(2) The following list sets forth other
substantial business activities of the
partners and officers of CDA during the past
two years.
{^r}-6-{^/r}
<PAGE>
(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.
(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
{^r} -7-{^/r}
<PAGE>
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
ands 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.
(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.
{^r} -8-{^/r}
<PAGE>
(a) Kenneth Holeski, president of
Newport is the vice president of
Newport Evaluation Services, Inc., a
fiduciary consultingbusiness 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.
G. CommonWealth Advisors, Inc., 929 Government Street,
Baton Rouge, Louisiana 70802, ("CommonWealth"),
Adviser to the{^r} Florida Street {^/r}Bond Fund and
the {^r}Floria Street {^/r}Growth Fund, is a
registered investment advisor.
(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,
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
{^r} -9-{^/r}
<PAGE>
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.
{^r} 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 registereed
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 Manage-
ment 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 and Consulting
Group, Inc., a financial consulting
corporation at 6575 West Loop South #170
Bellaire, Texas 77401; and from August
1992 through February, 1996, he was a
registered representative of Securities
America, Inc., a securities brokerage
{^/r}
{^r} -10-{^/r}
<PAGE>
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.
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.
{^r} 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.{^/r}
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.
(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 Fountainhead Special 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 {^r}Florida Street {^/r}
Growth Fund, the {^r}Florida Street {^/r} Bond Fund,
and the Corbin Small-Cap Value Fund registration.
<PAGE>
{^r} -11-{^/r}
<PAGE>
{^r} (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 MAI Family of Funds
registration. {^/r}
-12-
<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 20th day of
June 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 June 20, 1997
Gary E. Hippenstiel, Trustee
<PAGE>
EXHIBIT INDEX
EXHIBIT
1. Amendment No. 5 to Registrant's Declaration
of Trust ....................................................EX-99.B1.1
2. Amendment No. 6 to Registrant's Declaration
of Trust.....................................................EX-99.B1.2
3. Management Agreement with Jenswold,
King & Associates............................................EX-99.B5.1
4. Management Agreement with Commonwealth
Advisors, Inc................................................EX-99.B5.2
5. Management Agreement with Corbin & Company...................EX-99.B5.3
6. Proposed Management Agreement with Vuong
Asset Management Company, LLC................................EX-99.B5.4
7. Amended and Restated Underwriting Agreement
with AmeriPrime Financial Securities, Inc......................EX-99.B6
8. Appendix B to the Custody Agreement with
Star Bank, N.A.................................................EX-99.B8
9. Opinion of Brown, Cummins & Brown Co., L.P.A..................EX-99.B10
10. Power of Attorney.............................................EX-99.POA
<PAGE>
AmeriPrime Funds Amendment No. 5
Agreement and Declaration of Trust
1. Pursuant to Sections 4.1 and 7.3 of the Agreement and Declaration of
Trust of AmeriPrime Funds and effective upon the execution of this document, the
undersigned, being a majority of the trustees of AmeriPrime Funds, hereby change
the name of the "Fountainhead Value Fund" series to the "Fountainhead Special
Value
Fund."
2. With the aforementioned name change, the AmeriPrime Funds
consists of six (6) series of shares designated as follows: Carl
Domino Equity Income Fund, AIT Vision U.S. Equity Portfolio, GLOBALT
Growth Fund, Fountainhead Special Value Fund, The MAXIM Contrarian
Fund and the IMS Capital Value Fund (the "Series").
3. The relative rights and preferences of each Series shall be those
rights and preferences set forth in Section 4.2 of the Agreement and Declaration
of Trust of AmeriPrime Funds.
4. This document shall have the status of an Amendment to said
Agreement and Declaration of Trust, and 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.
/s/
Steve L. Cobb
/s/
Gary E. Hippenstiel
/s/
Kenneth D. Trumpfheller
December 19, 1996
<PAGE>
AmeriPrime Funds Amendment No. 6
Agreement and Declaration of Trust
1. Pursuant to Section 4.1 of the Agreement and Declaration of Trust
of AmeriPrime Funds and effective upon the execution of this document, the
undersigned, being a majority of the trustees of AmeriPrime Funds, hereby
establish three new series of shares of the Trust and designate such series the
"Corbin Small-Cap Value Fund," "Florida Street Bond Fund" and "Florida Street
Growth Fund" (the "Series"). The relative rights and preferences of each series
shall be those rights and preferences set forth in Section 4.2 of the Agreement
and Declaration of Trust of AmeriPrime Funds.
2. This document shall have the status of an Amendment to said
Agreement and Declaration of Trust, and 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.
Steve L. Cobb
/s/
Gary E. Hippenstiel
/s/
Kenneth D. Trumpfheller
June 4, 1997
<PAGE>
MANAGEMENT AGREEMENT
TO: Jenswold, King & Associates, Inc.
Two Post Oak Central
1980 Post Oak Blvd., Suite 2400
Houston, Texas 77056-3898
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 Fountainhead Special Value 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, and effective
as of December 19, 1996, the Trust agrees with you as follows.
1. ADVISORY SERVICES
You will regularly provide the Fund with such investment
advice as you in your discretion deem advisable and will furnish a continuous
investment program for the Fund consistent with the Fund's investment objectives
and policies. You will determine the securities to be purchased for the Fund,
the portfolio securities to be held or sold by the Fund and the portion of the
Fund's assets to be held uninvested, subject always to the Fund's investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect, and subject further to such policies and instructions as the
Board may from time to time establish. You will advise and assist the officers
of the Trust in taking such steps as are necessary or appropriate to carry out
the decisions of the Board and the appropriate committees of the Board regarding
the conduct of the business of the Fund.
2. ALLOCATION OF CHARGES AND EXPENSES
You will pay the compensation and expenses of any persons
rendering any services to the Fund who are officers, directors, stockholders or
employees of your corporation and will make available, without expense to the
Fund, the services of such of your employees as may duly be elected officers or
trustees of the Trust, subject to their individual consent to serve and to any
limitations imposed by law. The compensation and expenses of any officers,
trustees and employees of the Trust who are not officers, directors, employees
or stockholders of your corporation will be paid by the Fund. You will pay all
advertising and promotion expenses incurred in connection with the sale or
distribution of the Fund's shares to the extent such expenses are not permitted
to be paid by the Fund under any distribution expense plan or any other
permissible arrangement which may be adopted in the future. 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
<PAGE>
obligated to pay, and such reimbursement shall not be considered to be part of
your compensation pursuant to this Agreement.
The Fund will pay all operating expenses of the Fund, including
brokerage fees and commissions; taxes or governmental fees; interest; fees and
expenses of the non-interested person trustees; clerical and shareholder service
staff salaries; office space and other office expenses; fees and expenses
incurred by the Fund in connection with membership in investment company
organizations; legal, auditing and accounting expenses; non-organizational
expenses of registering shares under federal and state securities laws;
insurance expenses; fees and expenses of the custodian, transfer agent, dividend
disbursing agent, shareholder service agent, 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 shareholders; expenses of shareholders' meetings and
proxy solicitations; and such extraordinary or non-recurring expenses as may
arise, including litigation to which the Fund may be a party and indemnification
of the Trust's trustees and officers with respect thereto, or any other expense
not specifically described above incurred in the performance of the Fund's
obligations.
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 0.68% of the average value of its
daily net assets.
The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable provisions of the Declaration of Trust of
the Trust or a resolution of the Board, if required. If, pursuant to such
provisions, the determination of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the business day, or as of such other time
as the value of the Fund's net assets may lawfully be determined, on that day.
If the determination of the net asset value of the Fund has been suspended for a
period including such month, your compensation payable at the end of such month
shall be computed on the basis of the value of the net assets of the Fund as
last determined (whether during or prior to such month).
4. EXECUTION OF PURCHASE AND SALE ORDERS
In connection with purchases or sales of portfolio securities
for the account of the Fund, it is understood that you will arrange for the
placing of all orders for the purchase and sale of portfolio securities for the
account with brokers or dealers selected by you, subject to review of this
selection by the Board from time to time. You will be responsible for the
negotiation and the allocation of principal business and portfolio brokerage. In
the selection of such brokers or dealers and the placing of such orders, you are
directed at all times to seek for the Fund the best qualitative execution,
taking into account such factors as price (including the applicable brokerage
commission or dealer spread), the execution
<PAGE>
capability, financial responsibility and responsiveness of the broker or dealer
and the brokerage and research services provided by the broker or dealer.
You should generally seek favorable prices and commission
rates that are reasonable in relation to the benefits received. In seeking best
qualitative execution, you are authorized to select brokers or dealers who also
provide brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) to the Fund and/or the other
accounts over which you exercise investment discretion. You are authorized to
pay a broker or dealer who provides such brokerage and research services a
commission for executing a Fund portfolio transaction which is in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if you determine in good faith that the amount of the
commission is reasonable in relation to the value of the brokerage and research
services provided by the executing broker or dealer. The determination may be
viewed in terms of either a particular transaction or your overall
responsibilities with respect to the Fund and to accounts over which you
exercise investment discretion. The Fund and you understand and acknowledge
that, although the information may be useful to the Fund and you, it is not
possible to place a dollar value on such information. The Board shall
periodically review the commissions paid by the Fund to determine if the
commissions paid over representative periods of time were reasonable in relation
to the benefits to the Fund.
Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking best qualitative
execution as described above, you may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute Fund
portfolio transactions.
Subject to the provisions of the Investment Company Act of
1940, as amended, and other applicable law, you, any of your affiliates or any
affiliates of your affiliates may retain compensation in connection with
effecting the Fund's portfolio transactions, including transactions effected
through others. If any occasion should arise in which you give any advice to
clients of yours concerning the shares of the Fund, you will act solely as
investment counsel for such client and not in any way on behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to be deemed to be
exclusive and it is understood that you may render investment advice, management
and other services to others, including other registered investment companies.
5. LIMITATION OF LIABILITY OF ADVISER
You may rely on information reasonably believed by you to be
accurate and reliable. Except as may otherwise be required by the Investment
Company Act of 1940 or the rules thereunder, neither you nor your 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
<PAGE>
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
by you, and shall remain in force for a period of two (2) years from the date of
its execution, and from year to year thereafter, subject to annual approval by
(i) the Board or (ii) a vote of a majority (as defined in the Investment Company
Act of 1940) of the outstanding voting securities of the Fund, provided that in
either event continuance is also approved by a majority of the trustees who are
not "interested persons," as defined in the Investment Company Act of 1940, of
you or the Trust, by a vote cast in person at a meeting called for the purpose
of voting such approval.
If the shareholders of the Fund fail to approve the Agreement
in the manner set forth above, upon request of the Board, you will continue to
serve or act in such capacity for the Fund for the period of time pending
required approval of the Agreement, of a new agreement with you or a different
adviser or other definitive action; provided that the compensation to be paid by
the Fund to you for your services to and payments on behalf of the Fund will be
equal to the lesser of your actual costs incurred in furnishing such services
and payments or the amount you would have received under this Agreement for
furnishing such services and payments.
This Agreement may, on sixty days written notice, be
terminated with respect to the Fund, at any time without the payment of any
penalty, by the Board, by a vote of a majority of the outstanding voting
securities of the Fund, or by you. This Agreement shall automatically terminate
in the event of its assignment.
7. USE OF NAME
The Trust and you acknowledge that all rights to the name
"Fountainhead" 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 "Fountainhead" 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 "Fountainhead" 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.
<PAGE>
8. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this Agreement shall be
effective until approved by the Board, including a majority of the trustees who
are not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
current interpretations of the Act by the Securities and Exchange Commission) by
vote of the holders of a majority of the outstanding voting securities of the
series to which the amendment relates.
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
The term "AmeriPrime Funds" means and refers to the Trustees
from time to time serving under the Trust's Declaration of Trust as the same may
subsequently thereto have been, or subsequently hereto be, amended. It is
expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the trustees and shareholders
of the Trust and signed by officers of the Trust, acting as such, and neither
such authorization by such trustees and shareholders nor such execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.
10. SEVERABILITY
In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.
11. QUESTIONS OF INTERPRETATION
(a) This Agreement shall be governed by the laws of the
State of Ohio.
(b) Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the Investment Company Act of 1940, as amended (the "Act") shall be
resolved by reference to such term or provision of the Act and to interpretation
thereof, if any, by the United States courts or in the absence of any
controlling decision of any such court, by rules, regulations or orders of the
Securities and Exchange Commission issued pursuant to said Act. In addition,
where the effect of a requirement of the Act, reflected in any provision of this
Agreement is revised by rule, regulation or order of the Securities and Exchange
Commission, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
12. NOTICES
Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at
<PAGE>
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 Two Post Oak Central, 1980 Post Oak Blvd.,
Suite 2400, Houston, Texas
77056-3898.
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
/s/ By/s/
Kelli D. Shomaker Kenneth D. Trumpfheller, President
Secretary and Treasurer
Dated: February 17, 1997
ACCEPTANCE
The foregoing Agreement is hereby accepted.
ATTEST: Jenswold, King & Associates, Inc.
/s/ By/s/
Carole Ames Roger E. King, President
Operations Supervisor
Dated: February 17, 1997
MANAGEMENT AGREEMENT
TO: CommonWealth Advisors, Inc.
247 Florida Street
Baton Rouge, LA 70801
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, two
of which are the Florida Street Bond Fund and the Florida Street Growth Fund
(individually a "Fund," collectively the "Funds").
You have been selected to act as the sole investment adviser of the
Funds 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 Funds with such investment
advice as you in your discretion deem advisable and will furnish a continuous
investment program for the Funds consistent with the respective Funds'
investment objectives and policies. You will determine the securities to be
purchased for each Fund, the portfolio securities to be held or sold by each
Fund and the portion of each 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 Funds.
2. ALLOCATION OF CHARGES AND EXPENSES
You will pay all operating expenses of the Funds, including
the compensation and expenses of any employees of the Funds and of any other
persons rendering any services to the Funds; clerical and shareholder service
staff salaries; office space and other office expenses; fees and expenses
incurred by the Funds in connection with 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 Funds in connection with the organization and initial registration of shares
of the Funds; 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
Funds; 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 each Fund's current and
<PAGE>
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 Funds' shares; and all other operating expenses not
specifically assumed by the Funds.
Each Fund will pay all of its respective 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 a 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, each Fund
will only be liable for organizational expenses when the Fund reaches
$10,000,000 in assets or when the Fund has been in existence for at least one
year, and until such time, you are liable for such expenses. You will cause such
expenses to be advanced on behalf of each 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
Florida Street Bond Fund will pay you a fee at the annual rate of 1.10% of the
average value of its daily net assets, and the Florida Street Growth Fund will
pay you a fee at the annual rate of 1.35% of the average value of its daily net
assets.
The average value of the daily net assets of a 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 a 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 a Fund has been suspended for a
period including such month, your compensation payable at the end of such month
shall be computed on the basis of the value of the net assets of the Fund as
last determined (whether during or prior to such month).
4. EXECUTION OF PURCHASE AND SALE ORDERS
In connection with purchases or sales of portfolio securities
for the account of each 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,
<PAGE>
you are directed at all times to seek for the Funds 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 Funds 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 Funds and to accounts over which you
exercise investment discretion. The Funds and you understand and acknowledge
that, although the information may be useful to the Funds and you, it is not
possible to place a dollar value on such information. The Board shall
periodically review the commissions paid by each 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 Funds as a factor in the selection of brokers and dealers to execute Fund
portfolio transactions.
Subject to the provisions of the Investment Company Act of
1940, as amended, and other applicable law, you, any of your affiliates or any
affiliates of your affiliates may retain compensation in connection with
effecting the Funds' 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 a 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 Funds 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
<PAGE>
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 with respect to each Fund, 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 such
Fund, provided that in either event continuance is also approved by a majority
of the trustees who are not "interested persons," as defined in the Investment
Company Act of 1940, of you or the Trust, by a vote cast in person at a meeting
called for the purpose of voting such approval.
If the shareholders of a Fund fails 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 a 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
"Florida Street" belongs to you, and that the Trust is being granted a limited
license to use such words in the Fund names or in any name of any class of Fund.
In the event you cease to be the adviser to a Fund, the Trust's right to the use
of the name "Florida Street" with respect to that 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
<PAGE>
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 "Florida
Street" 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 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
<PAGE>
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 247 Florida Street, Baton Rouge, LA 70801.
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
/s/ By/s/
Julie A. Feleo, Secretary Kenneth D. Trumpfheller - President
Dated: June 13, 1997
<PAGE>
ACCEPTANCE
The foregoing Agreement is hereby accepted.
ATTEST: CommonWealth Advisors, Inc.
/s/ By /s/
Noel R. Caldwell, Assistant Walter A. Morales, President
Dated: June 6, 1997
<PAGE>
MANAGEMENT AGREEMENT
TO: Corbin and Company
1320 South University Drive
Suite 406
Fort Worth, Texas 76107
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 Corbin Small-Cap Value 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 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,
<PAGE>
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 or when the Fund has been in existence for at least one year, 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 1.25% of the average value of its
daily net assets.
The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable provisions of the Declaration of Trust of
the Trust or a resolution of the Board, if required. If, pursuant to such
provisions, the determination of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the business day, or as of such other time
as the value of the Fund's net assets may lawfully be determined, on that day.
If the determination of the net asset value of the Fund has been suspended for a
period including such month, your compensation payable at the end of such month
shall be computed on the basis of the value of the net assets of the Fund as
last determined (whether during or prior to such month).
4. EXECUTION OF PURCHASE AND SALE ORDERS
In connection with purchases or sales of portfolio securities
for the account of the Fund, it is understood that you will arrange for the
placing of all orders for the purchase and
<PAGE>
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 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.
<PAGE>
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.
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.
<PAGE>
7. USE OF NAME
The Trust and you acknowledge that all rights to the name
"Corbin" 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 "Corbin"
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 "Corbin" 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 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.
<PAGE>
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 1320 South University Drive, Suite 406, Fort Worth, Texas
76107.
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.
<PAGE>
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
/s/ By/s/
Julie A. Feleo, Treasurer Kenneth D. Trumpfheller, President
Dated: May 16, 1997
<PAGE>
ACCEPTANCE
The foregoing Agreement is hereby accepted.
ATTEST: Corbin & Company
/s/ By/s/
Barbara E. Shields, Secretary David A. Corbin, President
Dated: May 23, 1997
<PAGE>
MANAGEMENT AGREEMENT
TO: Vuong Asset Management Company, LLC
6575 West Loop South, Suite 110
Houston, Texas 77401
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,
including 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 (each a Fund and collectively the "Funds").
You have been selected to act as the sole investment adviser of the
Funds and to provide certain other services, as more fully set forth below, and
you are willing to act as such investment adviser and to perform such services
under the terms and conditions hereinafter set forth. Accordingly, the Trust
agrees with you as follows upon the date of the execution of this Agreement.
1. ADVISORY SERVICES
You will regularly provide the Funds with such investment
advice as you in your discretion deem advisable and will furnish a continuous
investment program for the Funds consistent with the respective Funds'
investment objectives and policies. You will determine the securities to be
purchased for each Fund, the portfolio securities to be held or sold by each
Fund and the portion of each 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 Funds.
2. ALLOCATION OF CHARGES AND EXPENSES
You will pay the compensation and expenses of any persons rendering any
services to the Funds who are officers, directors, stockholders or employees of
your corporation and will make available, without expense to the Funds, the
services of such of your employees as may duly be elected officers or trustees
of the Trust, subject to their individual consent to serve and to any
limitations imposed by law. The compensation and expenses of any officers,
trustees and employees of the Trust who are not officers, directors, employees
or stockholders of your corporation will be paid by the Funds. You may obtain
reimbursement from a 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.
<PAGE>
Each Fund will pay all organizational and operating expenses of the
Fund, including without limitation: brokerage fees and commissions; taxes or
governmental fees; interest; fees and expenses of the trustees and officers of
the Trust; clerical and shareholder service staff salaries; office space and
other office expenses; fees and expenses incurred by the Fund in connection with
membership in investment company organizations; legal, auditing and accounting
expenses; expenses of registering shares under federal and state securities
laws; insurance expenses; fees and expenses of the custodian, transfer agent,
dividend disbursing agent, shareholder service agent, administrator, accounting
and pricing services agent and other agents of the Fund; expenses, including
clerical expenses, of issue, sale, redemption or repurchase of shares of the
Fund; the cost of preparing and distributing to shareholders prospectuses,
statements of additional information, reports and notices; expenses including
advertising, sales literature, promotion expenses and expenses of distributing
prospectuses and statements of additional information to persons other than
shareholders incurred in connection with the sale or distribution of the Fund's
shares to the extent such expenses are permitted to be paid by the Fund under
any distribution expense plan or any other permissible arrangement which may be
adopted in the future; the cost of printing or preparing statements, reports or
other documents to shareholders; expenses of trustees' and shareholders'
meetings and proxy solicitations; and such extraordinary or non-recurring
expenses as may arise, including litigation to which the Fund may be a party and
indemnification of the Trust's trustees and officers with respect thereto, or
any other expense not specifically described above incurred in the performance
of the Fund's obligations.
Notwithstanding anything herein to the contrary, the Funds will only be
liable for organizational expenses when the Funds' combined assets reach
$10,000,000, and until such time, you are liable for such expenses. You will
cause such expenses to be advanced on behalf of the Funds and may obtain
reimbursement from the Funds after the Funds become 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, each Fund will pay you a fee at the annual rate, based on
the average value of its daily net assets, as follows: MAI Enhanced
Index: 1.20%; MAI Capital Appreciation: 1.20%; MAI Aggressive Growth:
1.20%; MAI Growth & Income: 1.05%; MAI High-Yield Income: 0.60%; MAI
Global Equity: 1.40%.
The average value of the daily net assets of a 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 a 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 a Fund has been suspended for a
period including such month, your compensation payable at the end of such month
shall be computed on the basis of the value
<PAGE>
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 each 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 Funds 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 Funds 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 Funds and to accounts over which you
exercise investment discretion. The Funds and you understand and acknowledge
that, although the information may be useful to the Funds and you, it is not
possible to place a dollar value on such information. The Board shall
periodically review the commissions paid by each 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 Funds as a factor in the selection of brokers and dealers to execute Fund
portfolio transactions.
Subject to the provisions of the Investment Company Act of
1940, as amended, and other applicable law, you, any of your affiliates or any
affiliates of your affiliates may retain compensation in connection with
effecting the Funds' 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 a 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 Funds pursuant to this Agreement are not to be deemed to be
exclusive and it is understood that you may render
<PAGE>
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
by you, and shall remain in force for a period of two (2) years from the date of
its execution, and from year to year thereafter, subject to annual approval by
(i) the Board or (ii) a vote of a majority (as defined in the Investment Company
Act of 1940) of the outstanding voting securities of such Fund, provided that in
either event continuance is also approved by a majority of the trustees who are
not "interested persons," as defined in the Investment Company Act of 1940, of
you or the Trust, by a vote cast in person at a meeting called for the purpose
of voting such approval.
If the shareholders of a 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 a 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.
<PAGE>
7. USE OF NAME
The Trust and you acknowledge that all rights to the name
"MAI" belongs to you, and that the Trust is being granted a limited license to
use such words in the Fund names or in any name of any class of Fund. In the
event you cease to be the adviser to a Fund, the Trust's right to the use of the
name "MAI" 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 "MAI" 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.
<PAGE>
8. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this Agreement shall be
effective until approved by the Board, including a majority of the trustees who
are not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
current interpretations of the Act by the Securities and Exchange Commission) by
vote of the holders of a majority of the outstanding voting securities of the
series to which the amendment relates.
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
The term "AmeriPrime Funds" means and refers to the Trustees
from time to time serving under the Trust's Declaration of Trust as the same may
subsequently thereto have been, or subsequently hereto be, amended. It is
expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the trustees and shareholders
of the Trust and signed by officers of the Trust, acting as such, and neither
such authorization by such trustees and shareholders nor such execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.
10. SEVERABILITY
In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.
11. QUESTIONS OF INTERPRETATION
(a) This Agreement shall be governed by the laws of the
State of Ohio.
(b) Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the Investment Company Act of 1940, as amended (the "Act") shall be
resolved by reference to such term or provision of the Act and to interpretation
thereof, if any, by the United States courts or in the absence of any
controlling decision of any such court, by rules, regulations or orders of the
Securities and Exchange Commission issued pursuant to said Act. In addition,
where the effect of a requirement of the Act, reflected in any provision of this
Agreement is revised by rule, regulation or order of the Securities and Exchange
Commission, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
12. NOTICES
Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at
<PAGE>
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 6575 West Loop South, Suite 110, Houston,
Texas 77401.
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
ACCEPTANCE
The foregoing Agreement is hereby accepted.
ATTEST: Vuong Asset Management Company, LLC
By
Name/Title: ____________________
Qui T. Vuong, President
Dated: _______________, 1997
<PAGE>
AMENDED AND RESTATED UNDERWRITING AGREEMENT
THIS AGREEMENT is made as of March 5, 1996, by and between AmeriPrime
Funds, an Ohio business trust (the "Trust"), and AmeriPrime Financial
Securities, Inc., a Texas corporation ("Underwriter").
WHEREAS, the Trust is an investment company registered under the
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, Underwriter is a broker-dealer registered with the
Securities and Exchange Commission and a member of the National
Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, the Trust and Underwriter entered into an agreement on October
20, 1995 providing for the distribution by Underwriter of shares of beneficial
interest (the "Shares") of certain series of shares of the Trust (the "Series");
and
WHEREAS, the Trust and Underwriter wish to amend and restate the
Underwriting Agreement to include all Series of the Trust, including MAXIM
Contrarian Fund and to provide the ability to add additional series by amending
Exhibit A attached hereto.
NOW, THEREFORE, in consideration of the promises and agreements of the
parties contained herein, the parties agree as follows:
1. Appointment. The Trust hereby appoints Underwriter as its exclusive
agent for the distribution of the Shares of the Series listed on Exhibit A
attached hereto, as it may be amended from time to time, and Underwriter hereby
accepts such appointment under the terms of this Agreement. While this Agreement
is in force, the Trust shall not sell any Shares except on the terms set forth
in this Agreement. Notwithstanding any other provision hereof, the Trust may
terminate, suspend or withdraw the offering of Shares of any Series whenever, in
its sole discretion, it deems such action to be desirable.
<PAGE>
2. Sale and Repurchase of Shares.
(a) Underwriter will have the right, as agent for the Trust,
to enter into dealer agreements with responsible investment dealers, and to sell
Shares to such investment dealers against orders therefor at the public offering
price (as defined in subparagraph 2(e) hereof) less a discount determined by
Underwriter, which discount shall not exceed the amount of the sales charge
stated in the Trust's effective Registration Statement on Form N-1A under the
Securities Act of 1933, as amended, including the then current prospectus and
statement of additional information (the "Registration Statement"). Upon receipt
of an order to purchase Shares from a dealer with whom Underwriter has a dealer
agreement, Underwriter will promptly cause such order to be filled by the Trust.
(b) Underwriter will have the right, as agent for the Trust,
to sell such Shares to the public against orders therefor at the public offering
price.
(c) Underwriter will also have the right, as agent for the
Trust, to sell Shares at their net asset value to such persons as may be
approved by the Trustees of the Trust, all such sales to comply with the
provisions of the Act and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
(d) Underwriter will also have the right to take, as agent for
the Trust, all actions which, in Underwriter's judgment, are necessary to carry
into effect the distribution of the Shares.
(e) The public offering price for the Shares of each Series
(and, with respect to each Series offering multiple classes of Shares, the
Shares of each Class of such Series) shall be the respective net asset value of
the Shares of that Series (or Class of that Series) then in effect, plus any
applicable sales charge determined in the
<PAGE>
manner set forth in the Registration Statement or as permitted by the Act and
the rules and regulations of the Securities and Exchange Commission promulgated
thereunder. In no event shall any applicable sales charge exceed the maximum
sales charge permitted by the Rules of Fair Practice of the NASD.
(f) The net asset value of the Shares of each Series (or Class
of a Series) shall be determined in the manner provided in the Registration
Statement, and when determined shall be applicable to transactions as provided
for in the Registration Statement. The net asset value of the Shares of each
Series (or each Class of a Series) shall be calculated by the Trust or by
another entity on behalf of the Trust. Underwriter shall have no duty to inquire
into or liability for the accuracy of the net asset value per share as
calculated.
(g) On every sale, the Trust shall receive the applicable net
asset value of the Shares promptly, but in no event later than the tenth
business day following the date on which Underwriter shall have received an
order for the purchase of the Shares.
(h) Upon receipt of purchase instructions, Underwriter will
transmit such instructions to the Trust or its transfer agent for registration
of the Shares purchased.
(i) Nothing in this Agreement shall prevent Underwriter or any
affiliated person (as defined in the Act) of Underwriter from acting as
underwriter or distributor for any other person, firm or corporation (including
other investment companies) or in any way limit or restrict Underwriter or any
such affiliated person from buying, selling or trading any securities for its or
their own account or for the accounts of others for whom it or they may be
acting; provided, however, that Underwriter expressly represents that it will
undertake no activities which, in its judgment, will adversely affect the
performance of its obligations to the Trust under this Agreement.
<PAGE>
(j) Underwriter, as agent of and for the account of the Trust,
may repurchase the Shares at such prices and upon such terms and conditions as
shall be specified in the Registration Statement.
3. Sales of Shares by the Trust. The Trust reserves the right to issue
any Shares at any time directly to the holders of Shares ("Shareholders"), to
sell Shares to its Shareholders or to other persons approved by Underwriter at
not less than net asset value and to issue Shares in exchange for substantially
all the assets of any corporation or trust or for the shares of any corporation
or trust.
4. Basis of Sale of Shares. Underwriter does not agree to sell
any specific number of Shares. Underwriter, as agent for the Trust,
undertakes to sell Shares on a best efforts basis only against orders
therefor.
5. Compliance with NASD and Government Rules.
(a) Underwriter will conform to the Rules of Fair
Practice of the NASD and the securities laws of any jurisdiction in which it
sells, directly or indirectly, any Shares.
(b) Underwriter, at its own expense, will pay the costs
incurred in establishing and maintaining its relationship with the dealers
selling the Shares. Underwriter will require each dealer with whom Underwriter
has a dealer agreement to conform to the applicable provisions hereof and the
Registration Statement, and neither Underwriter nor any such dealers shall
withhold the placing of purchase orders so as to make a profit thereby.
(c) Underwriter agrees to furnish to the Trust sufficient
copies of any agreements, plans or other materials it intends to use in
connection with any sales of Shares in adequate time for the Trust to file and
clear them with the proper authorities before they are put in use, and not to
use them until so filed and cleared.
<PAGE>
(d) Underwriter, at its own expense, will qualify as dealer or
broker, or otherwise, under all applicable State or federal laws required in
order that Shares may be sold in such States as may be mutually agreed upon by
the parties.
(e) Underwriter shall not make, or permit any representative,
broker or dealer to make, in connection with any sale or solicitation of a sale
of the Shares, any representations concerning the Shares except those contained
in the then current prospectus and statement of additional information covering
the Shares and in printed information approved by the Trust as information
supplemental to such prospectus and statement of additional information. Copies
of the then effective prospectus and statement of additional information and any
such printed supplemental information will be supplied by the Trust to
Underwriter in reasonable quantities upon request.
6. Records to be Supplied by Trust. The Trust shall furnish to
Underwriter copies of all information, financial statements and other papers
which Underwriter may reasonably request for use in connection with the
distribution of the Shares, and this shall include, but shall not be limited to,
one certified copy, upon request by Underwriter, of all financial statements
prepared for the Trust by independent public accountants.
7. Expenses to be Borne by Trust. The Trust will bear the
following expenses:
(a) preparation, setting in type, printing of sufficient
copies of the prospectus and statement of additional information for
distribution to shareholders, and the distribution to shareholders of the
prospectus and statement of additional information;
(b) preparation, printing and distribution of reports and
other communications to shareholders;
<PAGE>
(c) registration of the Shares under the federal
securities law;
(d) qualification of the Shares for sale in the
jurisdictions designated by Underwriter;
(e) qualification of the Trust as a dealer or broker
under the laws of jurisdictions designated by
Underwriter as well as qualification of the Trust to
do business in any jurisdiction, if Underwriter
determines that such qualification is necessary or
desirable for the purpose of facilitating sales of
the Shares;
(f) maintaining facilities for the issue and transfer of
the Shares;
(g) supplying information, prices and other data to be
furnished by the Trust under this Agreement; and
(h) any original issue taxes or transfer taxes applicable
to the sale or delivery of the Shares of certificates
therefor.
8. Services to and Actions for Trust, Not Underwriter. Any person,
even though also a director, officer, employee, shareholder
or agent of Underwriter, who may be or become an officer,
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
Underwriter's duties hereunder), to be rendering such
services to or acting solely for the Trust and not as a director,
officer, employee, shareholder or agent, or one under the
control or direction of Underwriter, even though paid by it.
9. Limitation of Liability. Underwriter may rely on
information reasonably believed by it to be accurate and reliable.
Except as may otherwise be required by the Act or the rules
thereunder, neither Underwriter nor its shareholders, officers,
directors, employees, agents, control persons or affiliates of any
<PAGE>
thereof (collectively, the "Underwriter's Employees") 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 in connection 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 the duties of Underwriter under this Agreement or
by reason of reckless disregard by any of such persons of the
obligations and duties of Underwriter under this Agreement.
10. Indemnification of Underwriter. Subject to and except as
otherwise provided in the Securities Act of 1933, as amended, and
the Act, the Trust shall indemnify Underwriter and each of
Underwriter's Employees (hereinafter referredto 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 serving as the underwriter for the Trust or as one of
Underwriter's Employees, or thereafter, by reason of being or
having been the underwriter for the Trust or one of
Underwriter's Employees,including but not limited to liabilities
arising due to any misrepresentation or misstatement in the
Trust's prospectus, other regulatory filings, and amendments
thereto, or in other documents originating from the Trust.
In no case shall a Covered Person be indemnified against any
liability
<PAGE>
to which such Covered Person would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties of such Covered Person.
11. Advances of Expenses. The Trust shall advance attorneys'
expenses incurred by a Covered Person in defending a fees or other
proceeding to the full extent permitted by the Securities Act of
1933, as amended, and the Act.
12. Termination and Amendment of this Agreement. This Agreement shall
automatically terminate, without the payment of any penalty, in the
event of its assignment. This Agreement may be amended only if such
amendment is approved (i) by Underwriter, (ii) either by action of
the Board of Trustees of the Trust or at a meeting of the
Shareholders of the Trust by the affirmative vote of a majority of
the outstanding Shares, and (iii) by a majority of the Trustees of
the Trust who are not interested persons of the Trust or of
Underwriter, by vote cast in person at a meeting called for the
purpose of voting on such approval.Either the Trust or Underwriter
may at any time terminate this Agreement on sixty (60) days'
written notice delivered or mailed by registered mail, postage
prepaid, to the other party.
13. Effective Period of this Agreement. This Agreement shall take
effect upon its execution and shall remain in full force and effect
for a period of two years from the date of its execution (unless
terminated automatically as set forth in Paragraph 12, and from
year to year thereafter), subject to annual approval (i) by
Underwriter, (ii) by the Board of Trustees of the Trust or a vote
of a majority of the outstanding Shares, and (iii) by a majority of
the Trustees of the Trust who are not interested persons of the
Trust or of Underwriter, by vote cast in person at a meeting called
for the purpose of voting on such approval.
<PAGE>
14. Limitation of Trust's Liability. The term "AmeriPrime Funds" means
and refers to the Trustees from time to time serving under the
Trust's Declaration of Trust as the same may subsequently thereto
have been, or subsequently hereto be, amended. It is expressly
agreed that the obligations of the Trust hereunder shall not be
binding upon any of the Trustees, Shareholders, nominees, officers,
agents or employees of the Trust, personally, but bind only the
trust property of the Trust, as provided in the Declaration of
Trust of the Trust. The execution and delivery of this Agreement
have been authorized by the Trustees and Shareholders of the Trust
and signed by the 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 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 State of Ohio.
15. New Series. The terms and provisions of this Agreement shall
become automatically applicable to any additional series of the
Trust established during the initial or renewal term of this
Agreement.
16. Successor Investment Company. Unless this Agreement has been
terminated in accordance with Paragraph 13, the terms and
provisions of this Agreement shall become automatically applicable
to any investment company which is a successor to the Trust as a
result of a reorganization, recapitalization or change of domicile.
17. 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.
<PAGE>
18. 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 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.
19. 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 for this purpose the
address of the Trust shall be 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092 and of the Underwriter shall be
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092.
20. Counterparts. This Agreement may be 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.
21. 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.
<PAGE>
22. Force Majeure. If Underwriter shall be delayed in its
performance of services or prevented entirely or in part from
performing services due to causes or events beyond its control,
including and without limitation, acts of God, interruption of
power or other utility, transportation or communication
services, acts of civil or military authority, sabotages,
national emergencies, explosion, flood, accident, earthquake
or other catastrophe, fire, strike or other labor problems,
legal action, present or future law, governmental order, rule or
regulation, or shortages of suitable parts, materials,
labor or transportation, such delay or non-performance shall be
excused and a reasonable time for performance in connection
with this Agreement shall be extended to include the period of
such delay or non-performance.
IN WITNESS WHEREOF, the Trust and Underwriter have each caused this
Agreement to be signed on its behalf, all as of the day and year first above
written.
ATTEST: AmeriPrime Funds
By:/s/________________________________
Kenneth D. Trumpfheller, President
ATTEST:
AmeriPrime Financial Securities, Inc.
By:_________________________________
Kenneth D. Trumpfheller, President
<PAGE>
UNDERWRITING AGREEMENT EXHIBIT A
Carl Domino Equity Income Fund Fountainhead Special Value Fund AIT
Vision U.S. Equity Portfolio GLOBALT Growth Fund MAXIM Contrarian Fund
IMS Capital Value Fund Corbin Small-Cap Value Fund Florida Street Bond
Fund Florida Street Growth Fund MAI Enhanced Index Fund MAI Growth and
Income Fund MAI Aggressive Growth Fund MAI High-Yield Income Fund MAI
Capital Appreciation Fund MAI Global Equity Fund
<PAGE>
Custodian Agreement
APPENDIX B
1. Carl Domino Equity Income Fund
2. Fountainhead Special Value Fund
3. AIT Vision U.S. Equity Portfolio
4. Globalt Growth Fund
5. MAXIM Contrarian Fund
6. IMS Capital Value Fund
7. Corbin Small-Cap Value Fund
8. Florida Street Bond Fund
9. Florida Street Growth Fund
10. MAI Enhanced Index Fund
11. MAI Growth and Income Fund
12. MAI Aggressive Growth Fund
13. MAI High-Yield Income Fund
14. MAI Capital Appreciation Fund
15. MAI Global Equity Fund
<PAGE>
BROWN, CUMMINS & BROWN CO., L.P.A.
ATTORNEYS AND COUNSELORS AT LAW
3500 CAREW TOWER
J. W. BROWN (1911-1995) 441 VINE STREET
JAMES R. CUMMINS CINCINNATI, OHIO 45202
ROBERT S BROWN TELEPHONE (513) 381-2121 OF COUNSEL
DONALD S. MENDELSOHN TELECOPIER (513) 381-2125 GILBERT BETTMAN
LYNNE SKILKEN
AMY G. APPLEGATE
KATHRYN KNUE PRZYWARA
MELANIE S. CORWIN
JOANN M. STRASSER
June 20, 1997
AmeriPrime Funds
1793 Kingswood Drive, Suite 200
Southlake, Texas 76092
Gentlemen:
This letter is in response to your request for our opinion in
connection with the filing of Post-Effective Amendment No. 8 of AmeriPrime Funds
(the "Trust").
We have examined a copy of the Trust's Agreement and Declaration of
Trust, the Trust's By-Laws, the Trust's record of the various actions by the
Trustees thereof, and all such agreements, certificates of public officials,
certificates of officers and representatives of the Trust and others, and such
other documents, papers, statutes and authorities as we deem necessary to form
the basis of the opinion hereinafter expressed. We have assumed the genuineness
of the signatures and the conformity to original documents of the copies of such
documents supplied to us as original or photostat copies.
Based upon the foregoing, we are of the opinion that, after
registration is effective for purposes of federal and applicable state
securities laws, the shares of each series of the Trust, if issued in accordance
with the then current Prospectus and Statement of Additional Information of the
Trust, will be legally issued, fully paid and non-assessable.
We herewith give you our permission to file this opinion with the
Securities and Exchange Commission as an exhibit to Post-Effective Amendment No.
8 referred to above.
Very truly yours,
BROWN, CUMMINS & BROWN CO., L.P.A.
BCB:ama
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AmeriPrime Funds, a business trust organized under the laws of
the State of Ohio (hereinafter referred to as the "Trust"), periodically files
amendments to its Registration Statement with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended; and
WHEREAS, the undersigned is Treasurer of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, her attorneys for her and
in her name, place and stead, and in her office and capacity in the Trust, to
execute and file any Amendment or Amendments to the Trust's Registration
Statement, hereby giving and granting to said attorneys full power and authority
to do and perform all and every act and thing whatsoever requisite and necessary
to be done in and about the premises as fully to all intents and purposes as she
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 9th
day of June, 1997.
JULIE A. FELEO, Treasurer
STATE OF TEXAS )
) ss:
COUNTY OF TARRANT )
Before me, a Notary Public, in and for said county and state,
personally appeared JULIE A. FELEO, known to me to be the person described in
and who executed the foregoing instrument, and who acknowledged to me that she
executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 9 th day of June, 1997.
James W. Hill
Notary Public
<PAGE>
