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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. 16 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
OF 1940
Amendment No. 17 /X/
(Check appropriate box or boxes.)
AmeriPrime Funds - File Nos. 33-96826 and 811-9096
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092
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(Address of Principal Executive Offices) Zip Code
Registrant's Telephone Number, including Area Code: (817) 431-2197
Kenneth Trumpfheller, 1793 Kingswood Dr., Suite 200, Southlake, TX 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
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b)
/ / on pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/ / on(date) pursuant to paragraph (a)(1) / / 75 days after filing
pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485
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If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered: Shares
Omit from the facing sheet reference to the other Act if the
Registration Statement or amendment is filed under only one of the Acts. Include
the "Approximate Date of Proposed Public Offering" and "Title of Securities
Being Registered" only where securities are being registered under the
Securities Act of 1933.
ASA02F17-042198-3
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AmeriPrime Funds
CROSS REFERENCE SHEET
FORM N-1A
FOR CARL DOMINO EQUITY INCOME FUND (INVESTOR CLASS)
ITEM SECTION IN PROSPECTUS
1........................Cover Page
2........................Summary of Fund Expenses
3........................Financial Highlights
4........................The Fund, Investment Objective and Strategies,
Investment Policies and Techniques and Risk
Considerations, Operation of the Fund,
General Information
5........................Operation of the Fund
5A............................. None
6........................Cover Page, Dividends and Distributions, Taxes,
Operation of the Fund, General Information;
Supplement to Prospectus
7........................Cover Page, How to Invest in the Fund,
Share Price Calculation,
Operation of the Fund; Supplement to Prospectus
8........................How to Redeem Shares
9........................None..
13........................General Information
15........................General Information; Supplement to Prospectus
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 Adviser, Custodian, Transfer Agent,
Accountants
17........................Portfolio Transactions and Brokerage
18........................Description of the Trust
19........................Determination of Share Price
20........................None..
21........................Distributor
22........................Investment Performance
23........................Financial Statements
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AmeriPrime Funds
CROSS REFERENCE SHEET
FORM N-1A
FOR CARL DOMINO EQUITY INCOME FUND (CLASS A SHARES)
ITEM SECTION IN PROSPECTUS
1........................Cover Page
2........................Summary of Fund Expenses
3........................Financial Highlights
4........................The Fund, Investment Objective and Strategies,
Investment Policies and Techniques and Risk
Considerations, Operation of the Fund, General
Information
5........................Operation of the Fund
5A............................. None
6........................Cover Page, Dividends and Distributions, Taxes,
Operation of the Fund, General Information
7........................Cover Page, How to Invest in the Fund, Share Price
Calculation, Operation of the Fund,
8........................How to Redeem Shares
9........................None..
13........................General Information
15........................General Information
SECTION IN STATEMENT OF
ITEM ADDITIONAL INFORMATION
10........................Cover Page
11........................Table of Contents
12........................None..
13........................Additional Information About Fund Investments and
Risk Considerations, Investment Limitations
14........................Trustees and Officers
15........................Description of the Trust
16........................The Investment Adviser, Custodian, Transfer Agent,
Accountants
17........................Portfolio Transactions and Brokerage
18........................Description of the Trust
19........................Determination of Share Price
20........................None..
21........................Distributor
22........................Investment Performance
23........................Financial Statements
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CARL DOMINO EQUITY INCOME FUND
CLASS A SHARES
PROSPECTUS , 1998
580 Village Blvd., Suite 225
West Palm Beach, Florida 33409
For Information, Shareholder Services and Requests:
(800) ____________
Carl Domino Equity Income Fund (the "Fund") is a mutual fund whose
investment objective is to provide long term growth of capital together with
current income. The Fund's portfolio is comprised primarily of dividend-paying
common stocks of large, established companies believed by the Adviser, Carl
Domino Associates, L.P., to possess less downside risk and volatility than the
S&P 500 Index.
The Fund is one of the mutual funds comprising AmeriPrime Funds, an
open-end management investment company, and is distributed by AmeriPrime
Financial Securities, Inc.
This Prospectus provides the information a prospective investor ought
to know before investing and should be retained for future reference. A
Statement of Additional Information has been filed with the Securities and
Exchange Commission (the "SEC") dated June___, 1998, which is incorporated
herein by reference and can be obtained without charge by calling the Fund at
the phone number listed above. The SEC maintains a Web Site (http://www.sec.gov)
that contains the Statement of Additional Information, material incorporated by
reference, and other information regarding registrants that file electronically
with the SEC.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
ASA02F09-040698-2
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SUMMARY OF FUND EXPENSES
The tables below are provided to assist an investor in understanding
the direct and indirect expenses that an investor in Class A shares of the Fund
may incur as a shareholder. 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.
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)1.....................................4.75%
Sales Load Imposed on Reinvested Dividends..................................NONE
Deferred Sales Load.........................................................NONE
Redemption Fees.............................................................NONE
Exchange Fees...............................................................NONE
Annual Fund Operating Expenses (as a percentage of average net assets)2
Management Fees............................................................1.50%
12b-1 Fees..................................................................NONE
Other Expenses3 (after reimbursement)......................................0.00%
Total Fund Operating Expenses3 (after reimbursement).......................1.50%
1 The sales load is 4.75% for purchases less than $100,000, declining to 0% for
purchases of $1 million or more. 2 The Fund's total operating expenses are equal
to the management fee paid to the Adviser because the Adviser pays all of the
Fund's operating expenses (except as described in footnote 3). 3 The Advisor
has agreed to reimburse other expenses for the fiscal year ending October 31,
1998 to the extent necessary to maintain total operating expenses as indicated.
For the fiscal year ended October 31, 1997, other expenses (fees and expenses of
the trustees who are not "interested persons" as defined in the Investment
Company Act) were 0.05% of average net assets and total fund operating expenses
were 1.55% of average net assets, absent any waiver or reimbursement.
The tables above are provided to assist an investor in understanding the direct
and indirect expenses that an investor may incur as a shareholder in the Fund.
Example
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period:
1 Year 3 Years
------ -------
$ $
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THE FUND
Carl Domino Equity Income Fund (the "Fund") was organized as a series
of AmeriPrime Funds, an Ohio business trust (the "Trust"), on August 8, 1995,
and commenced operations on November 6, 1995. This prospectus offers Class A
shares, which were established on ____________________, 1998 and were first
offered to shareholders on ______________________, 1998. The investment adviser
to the Fund is Carl Domino Associates, L.P. (the "Adviser").
INVESTMENT OBJECTIVE AND STRATEGIES
The investment objective of the Fund is to provide long term growth of
capital together with current income. The Fund seeks to achieve its objective by
investing primarily in equity securities which the Adviser believes offer less
downside risk and volatility than the S&P 500 Index. In making investments for
the Fund, the Adviser uses a disciplined, conservative, value and yield
strategy, consistent with capital preservation. The Adviser will particularly
seek to purchase stocks of companies which, in its estimation, are undervalued
due to special circumstances which the Adviser believes are temporary. As the
Fund will primarily invest in dividend-paying common stocks, it is expected that
the Fund will generate a combination of current income and long term capital
appreciation.
The Adviser generally will select stocks with above average dividend
yield, which the Adviser believes will enhance the Fund's stability and reduce
market risk. The Adviser seeks to further limit investment risk by diversifying
the Fund's investments across a broad range of industries and companies, and by
investing primarily in larger, more established companies.
The Adviser has been managing equity income accounts for its
institutional clients since 1987. The performance of the accounts with
investment objectives, policies and strategies substantially similar to those of
the Fund appears below. The data is provided to illustrate past performance of
the Adviser in managing such accounts, as compared to the S&P 500 Index. The
persons responsible for the performance of the accounts are the same as those
responsible for the investment management of the Fund. As of December 31, 1997,
the assets in those accounts totaled approximately $597 million.
Summary of Annual Investment Returns of
the Fund and Carl Domino Associates, L.P. Managed Accounts
Managed
Period Fund Accounts* S&P 500
------ ---- --------- -------
1987** -11.30% -17.43%
1988 21.68% 16.57%
1989 25.25% 31.65%
1990 - 6.91% - 3.14%
1991 25.47% 30.45%
1992 8.55% 7.62%
1993 13.16% 10.06%
1994 4.36% 1.30%
1995 3.00%*** 35.40% 37.54%
1996 24.35% 22.95% 22.99%
1997 35.34% 31.25% 33.36%
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* The Carl Domino Associates, L.P. managed account performance is the
time-weighted, dollar- weighted average total return associated with a composite
of equity income accounts having objectives similar to the Fund, and is
unaudited. The composite does not include non- institutional accounts (those
with assets less than $5,000,000) and non-discretionary accounts because the
nature of those accounts make them inappropriate for purposes of comparison.
Results after June 30, 1988 include the reinvestment of income on an accrual
basis, while prior period results include the reinvestment of income on a cash
basis. Performance figures reflected are net of management fees and all expenses
of the accounts, including transaction costs and commissions. Results include
the reinvestment of dividends and capital gains. The presentation of the
performance composite complies with the Performance Presentation Standards of
the Association for Investment Management and Research (AIMR).
The S&P 500 Index is a widely recognized, unmanaged index of market
activity based upon the aggregate performance of a selected portfolio of
publicly traded common stocks, including monthly adjustments to reflect the
reinvestment of dividends and other distributions. The S&P 500 Index reflects
the total return of securities comprising the Index, including changes in market
prices as well as accrued investment income, which is presumed to be reinvested.
Performance figures for the S&P 500 Index do not reflect deduction of
transaction costs or expenses, including management fees.
The performance of the accounts managed by the Adviser does not represent
the historical performance of the Fund and should not be considered indicative
of future performance of the Fund. Results may differ because of, among other
things, differences in brokerage commissions, account expenses, including
management fees, the size of positions taken in relation to account size and
diversification of securities, timing of purchases and sales, and availability
of cash for new investments. In addition, the managed accounts are not subject
to certain investment limitations, diversification requirements, and other
restrictions imposed by the Investment Company Act and the Internal Revenue Code
which, if applicable, may have adversely affected the performance results of the
managed accounts composite. The results for different periods may vary.
** From June 30, 1987 inception.
*** For the period December 4, 1995 (commencement of operations in
accordance with the Fund's investment objective) through December 31, 1995, not
annualized.
Under normal circumstances, at least 65% of the total assets of the
Fund will be invested in income producing equity securities. The Adviser
generally intends to stay fully invested (subject to liquidity requirements and
defensive purposes) in common stock and common stock equivalents (such as
rights, warrants and securities convertible into common stocks) regardless of
the movement of stock prices. However, the Fund may invest in preferred stocks,
bonds, corporate debt and U.S. government obligations to maintain liquidity or
pending investment in equity securities. Most equity securities in the Fund's
portfolio are listed on a major stock exchange or traded over-the-counter. While
the Fund ordinarily will invest in common stocks of U.S. companies, it may
invest in foreign companies.
For temporary defensive purposes under abnormal market or economic
conditions, the Fund may hold all or a portion of its assets in money market
instruments (including money market funds), cash equivalents or U.S. government
repurchase agreements. The Fund may also invest in such instruments at any time
to maintain liquidity or pending selection of investments in accordance with
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its policies. If the Fund acquires securities of a money market fund, the
shareholders of the Fund will be subject to duplicative management fees.
As all investment securities are subject to inherent market risks and
fluctuations in value due to earnings, economic and political conditions and
other factors, the Fund cannot give any assurance that its investment objective
will be achieved. Rates of total return quoted by the Fund may be higher or
lower than past quotations, and there can be no assurance that any rate of total
return will be maintained. See "Investment Policies and Techniques and Risk
Considerations" for a more detailed discussion of the Fund's investment
practices.
HOW TO INVEST IN THE FUND
Shares of the Fund are sold on a continuous basis, and you may invest
any amount you choose, as often as you wish, subject to a minimum initial
investment of $2,000 and minimum subsequent investments of $100 ($50 for IRAs).
You may purchase additional shares through the Open Account Program described
below. You may open an account and make an initial investment through securities
dealers having a sales agreement with the Distributor.
Initial Purchase
By Mail - You may purchase shares of the Fund by completing and signing
the investment application form which accompanies this Prospectus and mailing
it, in proper form, together with a check (subject to the above minimum amounts)
made payable to Carl Domino Equity Income Fund -
Class A, and sent to the P.O. Box listed below. If you prefer overnight
delivery, use the overnight address listed below:
U.S. Mail: Overnight:
Carl Domino Equity Income Fund-Class A Carl Domino Equity Income Fund
c/o Unified Fund Services, Inc. c/o Unified Fund Services, Inc.
P.O. Box 6110 431 N. Pennsylvania Street
Indianapolis, IN 46204-6110 Indianapolis, IN 46204
Shares of the Fund are purchased at the public offering price. The
public offering price is the next determined net asset value per share plus a
sales load as shown in the following table.
Amount of Investment
Sales Load as of % of:
Public Net
Offering Amount
Price Invested
Dealer Reallowance as %
of Public Offering Price
Less Than $100,000
4.75% 4.99%
4.75%
$100,000 but less than $250,000
3.50% 3.63%
3.50%
$250,000 but less than $500,000
2.50% 2.56%
2.50%
$500,000 but less than $1,000,000
2.00% 2.04%
2.00%
$1,000,000 or more
None None
None
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Under certain circumstances, the Distributor may change the reallowance
to Dealers. Dealers engaged in the sale of shares of the Fund may be deemed to
be underwriters under the Securities Act of 1933. The Distributor retains the
entire sales load on all direct initial investments in the Fund and on all
investments in accounts with no designated dealer of record.
Shares of the Fund are sold on a continuous basis at the public
offering price next determined after receipt of a purchase order by the Trust.
Purchase orders received by dealers prior to 4:00 p.m., Eastern time, on any
business day and transmitted to the Distributor by 5:00 p.m., Eastern time, that
day are confirmed at the public offering price determined as of the close of the
regular session of trading on the New York Stock Exchange on that day. It is the
responsibility of dealers to transmit properly completed orders so that they
will be received by the Distributor by 5:00 p.m., Eastern time. Dealers may
charge a fee for effecting purchase orders. Direct purchase orders received by
4:00 p.m., Eastern time, are confirmed at that day's public offering price.
Direct investments received after 4:00 p.m. and others received from dealers
after 5:00 p.m. are confirmed at the public offering price next determined on
the following business day.
By Wire - You may also purchase shares of the Fund by wiring federal
funds from your bank, which may charge you a fee for doing so. If money is to be
wired, you must call the Transfer Agent at 800-________ to set up your account
and obtain an account number. You should be prepared at that time to provide the
information on the application. Then, you should provide your bank with the
following information for purposes of wiring your investment:
Star Bank, N.A. Cinti/Trust
ABA #0420-0001-3
Attn: Carl Domino Equity Income Fund
D.D.A. #
Account Name _________________ (write in shareholder
name) For the Account # ______________ (write in
account number)
You are required to mail a signed application to the Custodian at the
above address in order to complete your initial wire purchase. Wire orders will
be accepted only on a day on which the Fund and the Custodian and Transfer Agent
are open for business. A wire purchase will not be considered made until the
wired money is received and the purchase is accepted by the Fund. Any delays
which may occur in wiring money, including delays which may occur in processing
by the banks, are not the responsibility of the Fund or the Transfer Agent.
There is presently no fee for the receipt of wired funds, but the right to
charge shareholders for this service is reserved by the Fund.
Open Account Program
After an initial investment, all investors are considered participants
in the Open Account Program. The Open Account Program helps investors make
additional purchases of the Fund over a period of years and permits automatic
reinvestment of dividends and distributions of the Fund without a sales load.
[Reduced Sales Load
You may use the Right of Accumulation to combine the cost or current
net asset value (whichever is higher) of your shares of the Fund with the amount
of your current purchases in order
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to take advance of the reduced sales load set forth in the table above.
Purchases made pursuant to a Letter of Intent may also be eligible for the
reduced sales loads. The minimum initial investment under a Letter of Intent is
$10,000. Shareholders should contact the Transfer Agent for information about
the Right of Accumulation and Letter of Intent.]
Purchases at Net Asset Value
You may purchase shares of the Fund at net asset value when the payment
for your investment represents the proceeds from the redemption of shares of any
other mutual fund which has a front-end sales load. Your investment will qualify
for this provision if the purchase price of the shares of the other fund
included a sales load and the redemption occurred within one year of the
purchase of such shares and no more than sixty days prior to your purchase of
shares of the Fund. To make a purchase at net asset value pursuant to this
provision, you must submit photocopies of the confirmations (or similar
evidence) showing the purchase and redemption of shares of the other fund. Your
payment may be made with the redemption check representing the proceeds of the
shares redeemed, endorsed to the order of the Fund. The redemption of shares of
the other fund is, for federal income tax purposes, a sale on which you may
realize a gain or loss. These provisions may be modified or terminated at any
time. Contact your securities dealer or the Fund for further information.
Banks, bank trust departments and savings and loan associations, in
their fiduciary capacity or for their own accounts, may also purchase shares of
the Fund at net asset value. To the extent permitted by regulatory authorities,
a bank trust department may charge fees to clients for whose account it
purchases shares at net asset value. Federal and state credit unions may also
purchase shares at net asset value.
Purchases may be effected at net asset value for the benefit of the
clients of brokers-dealers and registered investment advisers affiliated with a
broker-dealer, if such broker-dealer or investment adviser has entered into an
agreement with the Distributor providing specifically for the purchase of Class
A Shares in connection with special investment products, such as wrap accounts
or similar fee based programs. In addition, shares of the Fund may be purchased
at net asset value by broker-dealers who have a sales agreement with the
Distributor, and their registered personnel and employees, including members of
the immediate families of such registered personnel and employees.
Trustees, directors, officers and employees of the Trust, the Adviser
or the Distributor, including members of the immediate family of such
individuals and employee benefit plans established by such entities, may also
purchase shares of the Fund at net asset value.
Additional Information
For purposes of determining the applicable sales load, a purchaser
includes an individual, his spouse and their children under the age of 21,
purchasing shares for his or their own account; or a trustee or other fiduciary
purchasing shares for a single fiduciary account although more than one
beneficiary is involved; or employees of a common employer, provided that
economies of scale are realized through remittances from a single source and
quarterly confirmation of such purchases; or an organized group, provided that
the purchases are made through a central administration, or a single dealer, or
by other means which result in economy of sales effort or expense.
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Automatic Investment Plan
You may make regular investments in the Fund with an Automatic
Investment Plan by completing the appropriate section of the account application
and attaching a voided personal check. Investments may be made monthly to allow
dollar-cost averaging by automatically deducting $100 or more from your bank
checking account. You may change the amount of your monthly purchase at any
time.
Tax Sheltered Retirement Plans
Since the Fund is oriented to longer term investments, shares of the
Fund may be an appropriate investment medium for tax sheltered retirement plans,
including: individual retirement plans (IRAs); simplified employee pensions
(SEPs); 401(k) plans; qualified corporate pension and profit sharing plans (for
employees); tax deferred investment plans (for employees of public school
systems and certain types of charitable organizations); and other qualified
retirement plans. You should contact the Transfer Agent for the procedure to
open an IRA or SEP plan, as well as more specific information regarding these
retirement plan options. Consultation with an attorney or tax adviser regarding
these plans is advisable. Custodial fees for an IRA will be paid by the
shareholder by redemption of sufficient shares of the Fund from the IRA unless
the fees are paid directly to the IRA custodian. You can obtain information
about the IRA custodial fees from the Transfer Agent.
Other Purchase Information
Dividends begin to accrue after you become a shareholder. The Fund does
not issue share certificates. All shares are held in non-certificate form
registered on the books of the Fund and the Fund's Transfer Agent for the
account of the shareholder. The rights to limit the amount of purchases and to
refuse to sell to any person are reserved by the Fund. If your check or wire
does not clear, you will be responsible for any loss incurred by the Fund. If
you are already a shareholder, the Fund can redeem shares from any identically
registered account in the Fund as reimbursement for any loss incurred. You may
be prohibited or restricted from making future purchases in the Fund.
HOW TO REDEEM SHARES
All redemptions will be made at the net asset value determined after
the redemption request has been received by the Transfer Agent in proper order.
Shareholders may receive redemption payments in the form of a check or federal
wire transfer. The proceeds of the redemption may be more or less than the
purchase price of your shares, depending on the market value of the Fund's
securities at the time of your redemption. There is no charge for wire
redemptions; however, the Fund reserves the right to charge for this service.
Any charges for wire redemptions will be deducted from the shareholder's Fund
account by redemption of shares. Investors choosing to purchase or redeem their
shares through a broker/dealer or other institution may be charged a fee by that
institution.
By Mail - You may redeem any part of your account in the Fund at no
charge by mail. Your request should be addressed to:
Carl Domino Equity Income Fund
c/o Unified Fund Services, Inc.
P.O. Box 6110
Indianapolis, IN 46204-6110
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"Proper order" means your request for a redemption must include your
letter of instruction, including the Fund name, account number, account name(s),
the address and the dollar amount or number of shares you wish to redeem. This
request must be signed by all registered share owner(s) in the exact name(s) and
any special capacity in which they are registered. For all redemptions, the Fund
requires that signatures be guaranteed by a bank or member firm of a national
securities exchange. Signature guarantees are for the protection of
shareholders. At the discretion of the Fund or American Data Services, Inc., a
shareholder, prior to redemption, may be required to furnish additional legal
documents to insure proper authorization.
By Telephone - You may redeem any part of your account in the Fund by
calling the Transfer Agent at 800-________. You must first complete the Optional
Telephone Redemption and Exchange section of the investment application to
institute this option. The Fund, the Transfer Agent and the Custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.
The telephone redemption and exchange procedures may be terminated at
any time by the Fund or the Transfer Agent. During periods of extreme market
activity it is possible that shareholders may encounter some difficulty in
telephoning the Fund, although neither the Fund nor the Transfer Agent has ever
experienced difficulties in receiving and in a timely fashion responding to
telephone requests for redemptions or exchanges. If you are unable to reach the
Fund by telephone, you may request a redemption or exchange by mail.
Additional Information - If you are not certain of the requirements for
a redemption please call the Transfer Agent at (800) ________. Redemptions
specifying a certain date or share price cannot be accepted and will be
returned. You will be mailed the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take up to fifteen days. Also, when the New York Stock Exchange is
closed (or when trading is restricted) for any reason other than its customary
weekend or holiday closing or under any emergency circumstances, as determined
by the Securities and Exchange Commission, the Fund may suspend redemptions or
postpone payment dates.
Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund reserves the right to require any shareholder to redeem all
of his or her shares in the Fund on 30 days' written notice if the value of his
or her shares in the Fund is less than $2,000 due to redemption, or such other
minimum amount as the Fund may determine from time to time. An involuntary
redemption constitutes a sale. You should consult your tax adviser concerning
the tax consequences of involuntary redemptions. A shareholder may increase the
value of his or her shares in the Fund to the minimum amount within the 30 day
period. Each share of the Fund is subject to redemption at any time if the Board
of Trustees determines in its sole discretion that failure to so redeem may have
materially adverse consequences to all or any of the shareholders of the Fund.
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SHARE PRICE CALCULATION
The value of an individual share in the Fund (the net asset value) is
calculated by dividing the total value of the Fund's investments and other
assets (including accrued income), less any liabilities (including estimated
accrued expenses), by the number of shares outstanding, rounded to the nearest
cent. Net asset value per share is determined as of the close of the New York
Stock Exchange (4:00 p.m., Eastern time) on each day that the exchange is open
for business, and on any other day on which there is sufficient trading in the
Fund's securities to materially affect the net asset value. The net asset value
per share of the Fund will fluctuate.
Securities which are traded on any exchange or on the NASDAQ
over-the-counter market are valued at the last quoted sale price. Lacking a last
sale price, a security is valued at its last bid price except when, in the
Adviser's opinion, the last bid price does not accurately reflect the current
value of the security. All other securities for which over-the-counter market
quotations are readily available are valued at their last bid price. When market
quotations are not readily available, when the Adviser determines the last bid
price does not accurately reflect the current value or when restricted
securities are being valued, such securities are valued as determined in good
faith by the Adviser, subject to review of the Board of Trustees of the Trust.
Fixed income securities generally are valued by using market
quotations, but may be valued on the basis of prices furnished by a pricing
service when the Adviser believes such prices accurately reflect the fair market
value of such securities. A pricing service utilizes electronic data processing
techniques based on yield spreads relating to securities with similar
characteristics to determine prices for normal institutional-size trading units
of debt securities without regard to sale or bid prices. When prices are not
readily available from a pricing service, or when restricted or illiquid
securities are being valued, securities are valued at fair value as determined
in good faith by the Adviser, subject to review of the Board of Trustees. Short
term investments in fixed income securities with maturities of less than 60 days
when acquired, or which subsequently are within 60 days of maturity, are valued
by using the amortized cost method of valuation, which the Board has determined
will represent fair value.
DIVIDENDS AND DISTRIBUTIONS
The Fund intends to distribute substantially all of its net investment
income as dividends to its shareholders on an annual basis, and intends to
distribute its net long term capital gains and its net short term capital gains
at least once a year.
In the absence of written instructions otherwise, income dividends and
capital gain distributions are automatically reinvested in additional shares at
the net asset value per share on the distribution date. An election to receive a
cash payment of dividends and/or capital gain distributions may be made in the
application to purchase shares or by separate written notice to the Transfer
Agent. Shareholders will receive a confirmation statement reflecting the payment
and reinvestment of dividends and summarizing all other transactions. If cash
payment is requested, a check normally will be mailed within five business days
after the payable date. If you withdraw your entire account, all dividends
accrued to the time of withdrawal, including the day of withdrawal, will be paid
at that time. You may elect to have distributions on shares held in IRAs and
403(b) plans paid in cash only if you are 59 1/2 years old or permanently and
totally disabled or if you otherwise qualify under the applicable plan.
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<PAGE>
TAXES
The Fund intends to qualify each year as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended. By so qualifying,
the Fund will not be subject to federal income taxes to the extent that it
distributes substantially all of its net investment income and any realized
capital gains.
For federal income tax purposes, dividends paid by the Fund from
ordinary income are taxable to shareholders as ordinary income, but may be
eligible in part for the dividends received deduction for corporations. Pursuant
to the Tax Reform Act of 1986 (the "Tax Reform Act"), all distributions of net
short-term capital gains to individuals are taxed at the same rate as ordinary
income. All distributions of net capital gains to corporations are taxed at
regular corporate rates. Any distributions designated as being made from net
realized long term capital gains are taxable to shareholders as long term
capital gains regardless of the holding period of the shareholder.
The Fund will mail to each shareholder after the close of the calendar
year a statement setting forth the federal income tax status of distributions
made during the year. Dividends and capital gains distributions may also be
subject to state and local taxes. Shareholders are urged to consult their own
tax advisers regarding specific questions as to federal, state or local taxes
and the tax effect of distributions and withdrawals from the Fund.
On the application or other appropriate form, the Fund will request the
shareholder's certified taxpayer identification number (social security number
for individuals) and a certification that the shareholder is not subject to
backup withholding. Unless the shareholder provides this information, the Fund
will be required to withhold and remit to the U.S. Treasury 31% of the
dividends, distributions and redemption proceeds payable to the shareholder.
Shareholders should be aware that, under regulations promulgated by the Internal
Revenue Service, the Fund may be fined $50 annually for each account for which a
certified taxpayer identification number is not provided. In the event that such
a fine is imposed with respect to a specific account in any year, the Fund may
make a corresponding charge against the account.
OPERATION OF THE FUND
The Fund is a diversified series of AmeriPrime Funds, an open-end
management investment company organized as an Ohio business trust on August 8,
1995. The Board of Trustees supervises the business activities of the Fund. Like
other mutual funds, the Fund retains various organizations to perform
specialized services.
The Fund retains Carl Domino Associates, L.P., 580 Village Blvd., Suite
225, West Palm Beach, Florida 33409 (the "Adviser") to manage the Fund's
investments. The Adviser provides equity, balanced and fixed income portfolio
management services to a select group of corporations, institutions,
foundations, trusts and high net worth individuals. The Adviser is a limited
partnership organized in Delaware and its general partner is Carl Domino, Inc.
The controlling shareholder of Carl Domino, Inc. is Carl J. Domino. Mr. Domino
is primarily responsible for the day-to-day management of the Fund's portfolio.
A graduate of Florida State University in 1966 with a B.S. degree in accounting
(Cum Laude) he received an MBA from Harvard Business School in 1972 and joined a
national money management firm. During his 12 year association with Delaware
Investment Advisers he was Chairman of the Investment Strategy Committee for
seven years and personally
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<PAGE>
managed over $1 billion. Mr. Domino has been the managing partner of the
Adviser since its founding in 1987. Mr. Domino, a portfolio analyst for over 20
years, has been quoted in the press, is regularly interviewed by the Wall Street
Journal and appears frequently on the Public Education Channel's Inside Money
program.
The Fund is authorized to pay the Adviser a fee equal to an annual
average rate of 1.50% of its average daily net assets. The Adviser pays all of
the operating expenses of the Fund except brokerage, taxes, interest, fees and
expenses of non-interested person trustees and extraordinary expenses. In this
regard, it should be noted that most investment companies pay their own
operating expenses directly, while the Fund's expenses, except those specified
above, are paid by the Adviser.
The Fund retains AmeriPrime Financial Services, Inc. (the
"Administrator") to manage the Fund's business affairs and provide the Fund with
administrative services, including all regulatory reporting and necessary office
equipment, personnel and facilities. The Administrator receives a monthly fee
from the Adviser equal to an annual average rate of 0.10% of the Fund's average
daily net assets up to fifty million dollars, 0.075% of the Fund's average daily
net assets from fifty to one hundred million dollars and 0.050% of the Fund's
average daily net assets over one hundred million dollars (subject to a minimum
annual payment of $30,000). In addition, the Adviser will reimburse the
Administrator for organizational expenses advanced by the Administrator. The
Fund retains Unified Fund Services, Inc., 431 N. Pennsylvania Street,
Indianapolis, IN 46204 (the "Transfer Agent") to serve as transfer agent,
dividend paying agent and shareholder service agent. The Trust retains
AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092 (the "Distributor") to act as the principal distributor
of the Fund's shares. Kenneth D. Trumpfheller, officer and sole shareholder of
the Administrator and the Distributor, is an officer and trustee of the Trust.
The services of the Administrator, Transfer Agent and Distributor are operating
expenses paid by the Adviser.
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 Adviser may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute
portfolio transactions. The Adviser (not the Fund) may pay certain financial
institutions (which may include banks, brokers, securities dealers and other
industry professionals) a "servicing fee" for performing certain administrative
servicing functions for Fund shareholders to the extent these institutions are
allowed to do so by applicable statute, rule or regulation.
INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS
This section contains general information about various types of
securities and investment techniques that the Fund may purchase or employ.
Equity Securities
Equity securities consist of common stock, preferred stock and common
stock equivalents (such as convertible preferred stock, rights and warrants).
Equity securities also include common stocks and common stock equivalents of
domestic real estate investment trusts and other companies which operate as real
estate corporations or which have a significant portion of their assets in real
estate. The Fund will not acquire any direct ownership of real estate.
-17-
<PAGE>
The Fund may invest in foreign equity securities, including, but not
limited to, the purchase of American Depository Receipts. American Depository
Receipts are dollar-denominated receipts that are generally issued in registered
form by domestic banks, and represent the deposit with the bank of a security of
a foreign issuer. To the extent that the Fund does invest in foreign securities,
such investments may be subject to special risks, such as changes in
restrictions on foreign currency transactions and rates of exchange, and changes
in the administrations or economic and monetary policies of foreign governments.
The Fund will not invest more than 5% of its net assets at the time of purchase
in foreign securities which are not American Depository Receipts.
Fixed Income Securities
The Fund may invest in fixed income securities. Fixed income securities
include corporate debt securities, U.S. government securities, mortgage-related
securities and participation interests in such securities. Fixed income
securities are generally considered to be interest rate sensitive, which means
that their value will generally decrease when interest rates rise and increase
when interest rates fall. Securities with shorter maturities, while offering
lower yields, generally provide greater price stability than longer term
securities and are less affected by changes in interest rates.
Corporate Debt Securities - Corporate debt securities are long
and short term debt obligations issued by companies (such as publicly issued and
privately placed bonds, notes and commercial paper). The Fund will only invest
in corporate debt securities rated A or higher by Standard & Poor's Corporation
or Moody's Investors Services, Inc.
U.S. Government Obligations - U.S. government obligations may
be backed by the credit of the government as a whole or only by the issuing
agency. U.S. Treasury bonds, notes, and bills and some agency securities, such
as those issued by the Federal Housing Administration and the Government
National Mortgage Association (GNMA), are backed by the full faith and credit of
the U.S. government as to payment of principal and interest and are the highest
quality government securities. Other securities issued by U.S. government
agencies or instrumentalities, such as securities issued by the Federal Home
Loan Banks and the Federal Home Loan Mortgage Corporation, are supported only by
the credit of the agency that issued them, and not by the U.S. government.
Securities issued by the Federal Farm Credit System, the Federal Land Banks, and
the Federal National Mortgage Association (FNMA) are supported by the agency's
right to borrow money from the U.S. Treasury under certain circumstances, but
are not backed by the full faith and credit of the U.S. government.
Mortgage-Related Securities - Mortgage-related securities
include securities representing interests in a pool of mortgages. These
securities, including securities issued by FNMA and GNMA, provide investors with
payments consisting of both interest and principal as the mortgages in the
underlying mortgage pools are repaid. Pools of mortgage loans are assembled for
sale to investors (such as the Fund) by various governmental, government-related
and private organizations, such as dealers. Unscheduled or early payments on the
underlying mortgages may shorten the securities' effective maturities.
Other types of securities representing interests in a pool of
mortgage loans are known as collateralized mortgage obligations (CMOs) and real
estate mortgage investment conduits (REMICs). CMOs and REMICs are debt
instruments collateralized by pools of mortgage loans or other mortgage-backed
securities. The average life of securities representing interests in pools of
mortgage loans is likely to be substantially less than the original maturity of
the mortgage pools as
-18-
<PAGE>
a result of prepayments or foreclosures of such mortgages. Prepayments are
passed through to the registered holder with the regular monthly payments of
principal and interest, and have the effect of reducing future payments. To the
extent the mortgages underlying a security representing an interest in a pool of
mortgages are prepaid, a Fund may experience a loss (if the price at which the
respective security was acquired by the Fund was at a premium over par, which
represents the price at which the security will be redeemed upon prepayment). In
addition, prepayments of such securities held by a Fund will reduce the share
price of the Fund to the extent the market value of the securities at the time
of prepayment exceeds their par value. Furthermore, the prices of
mortgage-related securities can be significantly affected by changes in interest
rates. Prepayments may occur with greater frequency in periods of declining
mortgage rates because, among other reasons, it may be possible for mortgagors
to refinance their outstanding mortgages at lower interest rates. In such
periods, it is likely that any prepayment proceeds would be reinvested by a Fund
at lower rates of return.
Investment Techniques
The Fund may invest up to 5% of its net assets in repurchase agreements
fully collateralized by U.S. Government obligations. The Fund may buy and sell
securities on a when-issued or delayed delivery basis, with payment and delivery
taking place at a future date, but investment in such securities may not exceed
5% of the Fund's net assets. Also limited to 5% of the Fund's net assets is the
Fund's investment in STRIPs (Separate Trading of Registered Interest and
Principal of Securities). The Federal Reserve creates STRIPs by separating the
coupon payments and the principal payments from the outstanding Treasury
security and selling them as individual securities.
Loans of Portfolio Securities - The Fund may make short and
long term loans of its portfolio securities. Under the lending policy authorized
by the Board of Trustees and implemented by the Adviser in response to requests
of broker-dealers or institutional investors which the Adviser deems qualified,
the borrower must agree to maintain collateral, in the form of cash or U.S.
government obligations, with the Fund on a daily mark-to-market basis in an
amount at least equal to 100% of the value of the loaned securities. The Fund
will continue to receive dividends or interest on the loaned securities and may
terminate such loans at any time or reacquire such securities in time to vote on
any matter which the Board of Trustees determines to be serious. With respect to
loans of securities, there is the risk that the borrower may fail to return the
loaned securities or that the borrower may not be able to provide additional
collateral.
General
The Fund may invest in other investment companies, time deposits,
certificates of deposit or banker's acceptances, and may buy and write put and
call options, provided the Fund's investment in each does not exceed 5% of its
net assets. The Fund will not invest more than 5% of its net assets in illiquid
securities, including repurchase agreements maturing in more than seven days.
GENERAL INFORMATION
Fundamental Policies. The investment limitations set forth in the
Statement of Additional Information as fundamental policies may not be changed
without the affirmative vote of the majority of the outstanding shares of the
Fund. The investment objective of the Fund may be changed without the
affirmative vote of a majority of the outstanding shares of the Fund. Any such
change may result in the Fund having an investment objective different from the
objective which the shareholders considered appropriate at the time of
investment in the Fund.
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<PAGE>
Portfolio Turnover. The Fund does not intend to purchase or sell
securities for short term trading purposes. The Fund will, however, sell any
portfolio security (without regard to the length of time it has been held) when
the Adviser believes that market conditions, creditworthiness factors or general
economic conditions warrant such action. It is anticipated that the Fund will
have a portfolio turnover rate of less than 100%.
Shareholder Rights. The shares of beneficial interest of the Fund are
divided into two classes, designated "Investor Class" and "Class A." The classes
differ as follows: 1) no sales charge is imposed on Investor Class shares, 2)
Class A shares are subject to a front-end sales load, and 3) each class may bear
differing amounts of certain class-specific expenses.
The differing sales charges and other expenses applicable to the
different classes of the Fund's shares may affect the performance of those
classes. Broker/dealers and others entitled to receive compensation for selling
or servicing Fund shares may receive more with respect to one class than
another. The Board of Trustees of the Trust does not anticipate that there will
be any conflicts among the interests of the holders of the different classes of
Fund shares. On an ongoing basis, the Board will consider whether any such
conflict exists and, if so, take appropriate action. More information concerning
the classes of shares of the Fund may be obtained by calling the Fund at 800-
- --------------.
Any Trustee of the Trust may be removed by vote of the shareholders
holding not less than two-thirds of the outstanding shares of the Trust. The
Trust does not hold an annual meeting of shareholders. When matters are
submitted to shareholders for a vote, each shareholder is entitled to one vote
for each whole share he owns and fractional votes for fractional shares he owns.
All shares of the Fund have equal voting rights and liquidation rights. As of
April 1, 1998, Carl Domino and the Carl Domino Associates Profit Sharing Trust
may be deemed to control the Fund.
PERFORMANCE INFORMATION
The Fund may periodically advertise "average annual total return." The
"average annual total return" of the Fund refers to the average annual
compounded rate of return over the stated period that would equate an initial
amount invested at the beginning of a stated period to the ending redeemable
value of the investment. The calculation of "average annual total return"
assumes the reinvestment of all dividends and distributions.
The Fund may also periodically advertise its total return over various
periods in addition to the value of a $10,000 investment (made on the date of
the initial public offering of the Fund's shares) as of the end of a specified
period. The "total return" for the Fund refers to the percentage change in the
value of an account between the beginning and end of the stated period, assuming
no activity in the account other than reinvestment of dividends and capital
gains distributions.
The Fund may also include in advertisements data comparing performance
with other mutual funds as reported in non-related investment media, published
editorial comments and performance rankings compiled by independent
organizations and publications that monitor the performance of mutual funds
(such as Lipper Analytical Services, Inc., Morningstar, Inc., Fortune or
Barron's). Performance information may be quoted numerically or may be presented
in a table, graph or other illustration. In addition, Fund performance may be
compared to well-known indices of market performance including the Standard &
Poor's (S&P) 500 Index or the Dow Jones Industrial Average.
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<PAGE>
The advertised performance data of the Fund is based on historical
performance and is not intended to indicate future performance. Rates of total
return quoted by the Fund may be higher or lower than past quotations, and there
can be no assurance that any rate of total return will be maintained. The
principal value of an investment in the Fund will fluctuate so that a
shareholder's shares, when redeemed, may be worth more or less than the
shareholder's original investment.
Investment Adviser Administrator
Carl Domino Associates, L.P. AmeriPrime Financial Services, Inc.
580 Village Blvd., Suite 225 1793 Kingswood Drive, Suite 200
West Palm Beach, Florida 33409 Southlake, Texas 76092
Custodian Distributor
Star Bank, N.A. AmeriPrime Financial Securities, Inc.
425 Walnut Street, M.L. 6118 1793 Kingswood Drive, Suite 200
Cincinnati, Ohio 45202 Southlake, Texas 76092
Transfer Agent (all purchase Auditors
and redemption requests) McCurdy & Associates CPA's, Inc.
Unified Fund Services, Inc. 27955 Clemens Road
431 N. Pennsylvania Street Westlake, Ohio 44145
Indianapolis, IN 46204
No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering contained in this Prospectus, and if given or made, such
information or representations must not be relied upon as being authorized by
the Fund. This Prospectus does not constitute an offer by the Fund to sell its
shares in any state to any person to whom it is unlawful to make such offer in
such state.
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TABLE OF CONTENTS PAGE
SUMMARY OF FUND EXPENSES............................................-2-
Shareholder Transaction Expenses...........................-2-
Annual Fund Operating Expenses.............................-2-
THE FUND............................................................-3-
INVESTMENT OBJECTIVE AND STRATEGIES.................................-3-
HOW TO INVEST IN THE FUND.......................................... -5-
Initial Purchase...........................................-5-
By Mail...........................................-5-
By Wire...........................................-6-
...........................................................-8-
Tax Sheltered Retirement Plans.............................-8-
Other Purchase Information...................................................-8-
HOW TO REDEEM SHARES................................................-8-
By Mail....................................................-8-
By Telephone...............................................-9-
Additional Information.....................................-9-
SHARE PRICE CALCULATION............................................-10-
DIVIDENDS AND DISTRIBUTIONS........................................-10-
TAXES..............................................................-11-
OPERATION OF THE FUND..............................................-11-
INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS.........-12-
Equity Securities.........................................-12-
Fixed Income Securities...................................-13-
Corporate Debt Securities........................-13-
U.S. Government Obligations......................-13-
Mortgage-Related Securities......................-13-
Investment Techniques.....................................-14-
Loans of Portfolio Securities....................-14-
General...................................................-14-
GENERAL INFORMATION................................................-14-
Fundamental Policies......................................-14-
Portfolio Turnover........................................-15-
Shareholder Rights........................................-15-
PERFORMANCE INFORMATION............................................-15-
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Supplement Dated June __, 1998
to Prospectus Dated February 14, 1998
CARL DOMINO EQUITY INCOME FUND
The following information should be read in conjunction with the
sections entitled "The Fund" on page 4, and "Shareholder Rights" on page 14, of
the Prospectus:
"This Prospectus offers shares of the Fund on a no-load basis. On April
7, 1998, the Board of Trustees of AmeriPrime Funds renamed the no-load
shares "Investor Class" shares and another class of shares, called
"Class A," was established. The classes differ as follows: 1) no sales
charge is imposed on Investor Class shares, 2) Class A shares are
subject to a front-end sales load, and 3) each class may bear differing
amounts of certain class-specific expenses.
The differing sales charges and other expenses applicable to the
different classes of the Fund's shares may affect the performance of
those classes. Broker/dealers and others entitled to receive
compensation for selling or servicing Fund shares may receive more with
respect to one class than another. The Board of Trustees of the Trust
does not anticipate that there will be any conflicts among the
interests of the holders of the different classes of Fund shares. On an
ongoing basis, the Board will consider whether any such conflict exists
and, if so, take appropriate action. More information concerning the
classes of shares of the Fund may be obtained by calling the Fund at
800-______________."
On __________, 1998, Unified Fund Services, Inc. will become the Fund's
Transfer Agent. After that date, please direct all purchase and redemption
requests and all shareholder inquiries to:
Unified Fund Services, Inc.
431 N. Pennsylvania Street
Indianapolis, IN 46204
800-____________________
The following information replaces the last sentence of the section
entitled "Shareholder Rights" on page 14 of the Prospectus:
"As of April 1, 1998, Carl Domino and the Carl Domino
Associates Profit Sharing Trust may be deemed to control the
Fund."
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<PAGE>
CARL DOMINO EQUITY INCOME FUND
PROSPECTUS February 14, 1998
580 Village Blvd., Suite 225
West Palm Beach, Florida 33409
For Information, Shareholder Services and Requests:
(800) 506-9922
Carl Domino Equity Income Fund (the "Fund") is a mutual fund whose
investment objective is to provide long term growth of capital together with
current income. The Fund's portfolio is comprised primarily of dividend-paying
common stocks of large, established companies believed by the Adviser, Carl
Domino Associates, L.P., to possess less downside risk and volatility than the
S&P 500 Index.
The Fund is "no-load," which means there are no sales charges or
commissions. In addition, there are no 12b-1 fees, distribution expenses or
deferred sales charges which are borne by the shareholders. The Fund is one of
the mutual funds comprising AmeriPrime Funds, an open-end management investment
company, and is distributed by AmeriPrime Financial Securities, Inc.
This Prospectus provides the information a prospective investor ought
to know before investing and should be retained for future reference. A
Statement of Additional Information has been filed with the Securities and
Exchange Commission (the "SEC") dated February 14, 1998, which is incorporated
herein by reference and can be obtained without charge by calling the Fund at
the phone number listed above. The SEC maintains a Web Site (http://www.sec.gov)
that contains the Statement of Additional Information, material incorporated by
reference, and other information regarding registrants that file electronically
with the SEC.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
ASA02E76-022398-0
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<PAGE>
SUMMARY OF FUND EXPENSES
The tables below are provided to assist an investor in understanding
the direct and indirect expenses that an investor may incur as a shareholder in
the Fund. The expense information is based on operating expenses incurred during
the most recent fiscal year. The expenses are expressed as a percentage of
average net assets. The Example should not be considered a representation of
future Fund performance or expenses, both of which may vary.
Shareholders should be aware that the Fund is a no-load fund and,
accordingly, a shareholder does not pay any sales charge or commission upon
purchase or redemption of shares of the Fund. In addition, the Fund does not
have a 12b-1 Plan. Unlike most other mutual funds, the Fund does not pay
directly for transfer agency, pricing, custodial, auditing or legal services,
nor does it pay directly any general administrative or other significant
operating expenses. The Adviser pays all of the expenses of the Fund except
brokerage, taxes, interest, fees and expenses of non-interested person trustees
and extraordinary expenses.
Shareholder Transaction Expenses
Sales Load Imposed on Purchases.............................................NONE
Sales Load Imposed on Reinvested Dividends..................................NONE
Deferred Sales Load.........................................................NONE
Redemption Fees.............................................................NONE
Exchange Fees...............................................................NONE
Annual Fund Operating Expenses (as a percentage of average net assets)1
Management Fees............................................................1.50%
12b-1 Charges...............................................................NONE
Other Expenses2 (after reimbursement)......................................0.00%
Total Fund Operating Expenses2 (after reimbursement).......................1.50%
1 The Fund's total operating expenses are equal to the management fee paid to
the Adviser because the Adviser pays all of the Fund's operating expenses
(except as described in footnote 2).
2 The Advisor has agreed to reimburse other expenses for the fiscal year ending
October 31, 1998 to the extent necessary to maintain total operating expenses as
indicated. For the fiscal year ended October 31, 1997, other expenses (fees and
expenses of the trustees who are not "interested persons" as defined in the
Investment Company Act) were 0.05% of average net assets and total fund
operating expenses were 1.55% of average net assets, absent any waiver or
reimbursement.
The tables above are provided to assist an investor in understanding the direct
and indirect expenses that an investor may incur as a shareholder in the Fund.
Example
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period:
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1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$15 $47 $82 $179
FINANCIAL HIGHLIGHTS
The following condensed supplementary financial information for the
fiscal year ended October 31, 1997, is derived from the audited financial
statements of the Fund. The financial statements of the Fund have been audited
by McCurdy & Associates CPA's, Inc., independent public accountants, and are
included in the Fund's Annual Report. The Annual Report contains additional
performance information and is available upon request and without charge.
[insert financial highlights]
THE FUND
Carl Domino Equity Income Fund (the "Fund") was organized as a series
of AmeriPrime Funds, an Ohio business trust (the "Trust"), on August 8, 1995,
and commenced operations on November 6, 1995. This prospectus offers shares of
the Fund and each share represents an undivided, proportionate interest in the
Fund. The investment adviser to the Fund is Carl Domino Associates, L.P. (the
"Adviser").
INVESTMENT OBJECTIVE AND STRATEGIES
The investment objective of the Fund is to provide long term growth of
capital together with current income. The Fund seeks to achieve its objective by
investing primarily in equity securities which the Adviser believes offer less
downside risk and volatility than the S&P 500 Index. In making investments for
the Fund, the Adviser uses a disciplined, conservative, value and yield
strategy, consistent with capital preservation. The Adviser will particularly
seek to purchase stocks of companies which, in its estimation, are undervalued
due to special circumstances which the Adviser believes are temporary. As the
Fund will primarily invest in dividend-paying common stocks, it is expected that
the Fund will generate a combination of current income and long term capital
appreciation.
The Adviser generally will select stocks with above average dividend
yield, which the Adviser believes will enhance the Fund's stability and reduce
market risk. The Adviser seeks to further limit investment risk by diversifying
the Fund's investments across a broad range of industries and companies, and by
investing primarily in larger, more established companies.
The Adviser has been managing equity income accounts for its
institutional clients since 1987. The performance of the accounts with
investment objectives, policies and strategies substantially similar to those of
the Fund appears below. The data is provided to illustrate past performance of
the Adviser in managing such accounts, as compared to the S&P 500 Index. The
persons responsible for the performance of the accounts are the same as those
responsible for the investment management of the Fund. As of December 31, 1997,
the assets in those accounts totaled approximately $597 million.
Summary of Annual Investment Returns of
the Fund and Carl Domino Associates, L.P. Managed Accounts
Managed
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Period Fund Accounts* S&P 500
------ ---- --------- -------
1987** -11.30% -17.43%
1988 21.68% 16.57%
1989 25.25% 31.65%
1990 - 6.91% - 3.14%
1991 25.47% 30.45%
1992 8.55% 7.62%
1993 13.16% 10.06%
1994 4.36% 1.30%
1995 3.00%*** 35.40% 37.54%
1996 24.35% 22.95% 22.99%
1997 35.34% 31.25% 33.36%
* The Carl Domino Associates, L.P. managed account performance is the
time-weighted, dollar- weighted average total return associated with a composite
of equity income accounts having objectives similar to the Fund, and is
unaudited. The composite does not include non- institutional accounts (those
with assets less than $5,000,000) and non-discretionary accounts because the
nature of those accounts make them inappropriate for purposes of comparison.
Results after June 30, 1988 include the reinvestment of income on an accrual
basis, while prior period results include the reinvestment of income on a cash
basis. Performance figures reflected are net of management fees and all expenses
of the accounts, including transaction costs and commissions. Results include
the reinvestment of dividends and capital gains. The presentation of the
performance composite complies with the Performance Presentation Standards of
the Association for Investment Management and Research (AIMR).
The S&P 500 Index is a widely recognized, unmanaged index of market
activity based upon the aggregate performance of a selected portfolio of
publicly traded common stocks, including monthly adjustments to reflect the
reinvestment of dividends and other distributions. The S&P 500 Index reflects
the total return of securities comprising the Index, including changes in market
prices as well as accrued investment income, which is presumed to be reinvested.
Performance figures for the S&P 500 Index do not reflect deduction of
transaction costs or expenses, including management fees.
The performance of the accounts managed by the Adviser does not represent
the historical performance of the Fund and should not be considered indicative
of future performance of the Fund. Results may differ because of, among other
things, differences in brokerage commissions, account expenses, including
management fees, the size of positions taken in relation to account size and
diversification of securities, timing of purchases and sales, and availability
of cash for new investments. In addition, the managed accounts are not subject
to certain investment limitations, diversification requirements, and other
restrictions imposed by the Investment Company Act and the Internal Revenue Code
which, if applicable, may have adversely affected the performance results of the
managed accounts composite. The results for different periods may vary.
** From June 30, 1987 inception.
*** For the period December 4, 1995 (commencement of operations in
accordance with the Fund's investment objective) through December 31,
1995, not annualized.
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Under normal circumstances, at least 65% of the total assets of the
Fund will be invested in income producing equity securities. The Adviser
generally intends to stay fully invested (subject to liquidity requirements and
defensive purposes) in common stock and common stock equivalents (such as
rights, warrants and securities convertible into common stocks) regardless of
the movement of stock prices. However, the Fund may invest in preferred stocks,
bonds, corporate debt and U.S. government obligations to maintain liquidity or
pending investment in equity securities. Most equity securities in the Fund's
portfolio are listed on a major stock exchange or traded over-the-counter. While
the Fund ordinarily will invest in common stocks of U.S. companies, it may
invest in foreign companies.
For temporary defensive purposes under abnormal market or economic
conditions, the Fund may hold all or a portion of its assets in money market
instruments (including money market funds), cash equivalents or U.S. government
repurchase agreements. The Fund may also invest in such instruments at any time
to maintain liquidity or pending selection of investments in accordance with its
policies. If the Fund acquires securities of a money market fund, the
shareholders of the Fund will be subject to duplicative management fees.
As all investment securities are subject to inherent market risks and
fluctuations in value due to earnings, economic and political conditions and
other factors, the Fund cannot give any assurance that its investment objective
will be achieved. Rates of total return quoted by the Fund may be higher or
lower than past quotations, and there can be no assurance that any rate of total
return will be maintained. See "Investment Policies and Techniques and Risk
Considerations" for a more detailed discussion of the Fund's investment
practices.
HOW TO INVEST IN THE FUND
Shares of the Fund are sold on a continuous basis, and you may invest
any amount you choose, as often as you wish, subject to a minimum initial
investment of $2,000 and minimum subsequent investments of $100 ($50 for IRAs).
Investors choosing to purchase or redeem their shares through a broker/dealer or
other institution may be charged a fee by that institution. Investors choosing
to purchase or redeem shares directly from the Fund will not incur charges on
purchases or redemptions. To the extent investments of individual investors are
aggregated into an omnibus account established by an investment adviser, broker
or other intermediary, the account minimums apply to the omnibus account, not to
the account of the individual investor.
Initial Purchase
By Mail - You may purchase shares of the Fund by completing and signing
the investment application form which accompanies this Prospectus and mailing
it, in proper form, together with a check (subject to the above minimum amounts)
made payable to Carl Domino Equity Income Fund, and sent to the P.O. Box listed
below. If you prefer overnight delivery, use the overnight address listed below:
U.S. Mail: Overnight:
Carl Domino Equity Income Fund Carl Domino Equity Income Fund
c/o American Data Services, Inc. c/o American Data Services, Inc.
P.O. Box 5536 Hauppauge Corporate Center
Hauppauge, New York 11788-0132 150 Motor Parkway
Hauppauge, New York 11788
Your purchase of shares of the Fund will be effected at the next share price
calculated after receipt of your investment.
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By Wire - You may also purchase shares of the Fund by wiring federal
funds from your bank, which may charge you a fee for doing so. If money is to be
wired, you must call the Transfer Agent at 800-506-9922 to set up your account
and obtain an account number. You should be prepared at that time to provide the
information on the application. Then, you should provide your bank with the
following information for purposes of wiring your investment:
Star Bank, N.A. Cinti/Trust
ABA #0420-0001-3
Attn: Carl Domino Equity Income Fund
D.D.A. # 483889747
Account Name _________________ (write in shareholder
name) For the Account # ______________ (write in
account number)
You are required to mail a signed application to the Custodian at the
above address in order to complete your initial wire purchase. Wire orders will
be accepted only on a day on which the Fund and the Custodian and Transfer Agent
are open for business. A wire purchase will not be considered made until the
wired money is received and the purchase is accepted by the Fund. Any delays
which may occur in wiring money, including delays which may occur in processing
by the banks, are not the responsibility of the Fund or the Transfer Agent.
There is presently no fee for the receipt of wired funds, but the right to
charge shareholders for this service is reserved by the Fund.
Additional Investments
You may purchase additional shares of the Fund at any time (subject to
minimum investment requirements) by mail, wire, or automatic investment. Each
additional mail purchase request must contain your name, the name of your
account(s), your account number(s), and the name of the Fund. Checks should be
made payable to Carl Domino Equity Income Fund and should be sent to the address
listed above. A bank wire should be sent as outlined above.
Automatic Investment Plan
You may make regular investments in the Fund with an Automatic
Investment Plan by completing the appropriate section of the account application
and attaching a voided personal check. Investments may be made monthly to allow
dollar-cost averaging by automatically deducting $100 or more from your bank
checking account. You may change the amount of your monthly purchase at any
time.
Tax Sheltered Retirement Plans
Since the Fund is oriented to longer term investments, shares of the
Fund may be an appropriate investment medium for tax sheltered retirement plans,
including: individual retirement plans (IRAs); simplified employee pensions
(SEPs); 401(k) plans; qualified corporate pension and profit sharing plans (for
employees); tax deferred investment plans (for employees of public school
systems and certain types of charitable organizations); and other qualified
retirement plans. You should contact the Transfer Agent for the procedure to
open an IRA or SEP plan, as well as more specific information regarding these
retirement plan options. Consultation with an attorney or tax adviser regarding
these plans is advisable. Custodial fees for an IRA will be paid by the
shareholder
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by redemption of sufficient shares of the Fund from the IRA unless the fees are
paid directly to the IRA custodian. You can obtain information about the IRA
custodial fees from the Transfer Agent.
Other Purchase Information
Dividends begin to accrue after you become a shareholder. The Fund does
not issue share certificates. All shares are held in non-certificate form
registered on the books of the Fund and the Fund's Transfer Agent for the
account of the shareholder. The rights to limit the amount of purchases and to
refuse to sell to any person are reserved by the Fund. If your check or wire
does not clear, you will be responsible for any loss incurred by the Fund. If
you are already a shareholder, the Fund can redeem shares from any identically
registered account in the Fund as reimbursement for any loss incurred. You may
be prohibited or restricted from making future purchases in the Fund.
HOW TO REDEEM SHARES
All redemptions will be made at the net asset value determined after
the redemption request has been received by the Transfer Agent in proper order.
Shareholders may receive redemption payments in the form of a check or federal
wire transfer. The proceeds of the redemption may be more or less than the
purchase price of your shares, depending on the market value of the Fund's
securities at the time of your redemption. There is no charge for wire
redemptions; however, the Fund reserves the right to charge for this service.
Any charges for wire redemptions will be deducted from the shareholder's Fund
account by redemption of shares. Investors choosing to purchase or redeem their
shares through a broker/dealer or other institution may be charged a fee by that
institution.
By Mail - You may redeem any part of your account in the Fund at no
charge by mail. Your request should be addressed to:
Carl Domino Equity Income Fund
c/o American Data Services, Inc.
P.O. Box 5536
Hauppauge, New York 11788-0132
"Proper order" means your request for a redemption must include your
letter of instruction, including the Fund name, account number, account name(s),
the address and the dollar amount or number of shares you wish to redeem. This
request must be signed by all registered share owner(s) in the exact name(s) and
any special capacity in which they are registered. For all redemptions, the Fund
requires that signatures be guaranteed by a bank or member firm of a national
securities exchange. Signature guarantees are for the protection of
shareholders. At the discretion of the Fund or American Data Services, Inc., a
shareholder, prior to redemption, may be required to furnish additional legal
documents to insure proper authorization.
By Telephone - You may redeem any part of your account in the Fund by
calling the Transfer Agent at 800-506-9922. 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.
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The telephone redemption and exchange procedures may be terminated at
any time by the Fund or the Transfer Agent. During periods of extreme market
activity it is possible that shareholders may encounter some difficulty in
telephoning the Fund, although neither the Fund nor the Transfer Agent has ever
experienced difficulties in receiving and in a timely fashion responding to
telephone requests for redemptions or exchanges. If you are unable to reach the
Fund by telephone, you may request a redemption or exchange by mail.
Additional Information - If you are not certain of the requirements for
a redemption please call the Transfer Agent at (800) 506-9922. Redemptions
specifying a certain date or share price cannot be accepted and will be
returned. You will be mailed the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take up to fifteen days. Also, when the New York Stock Exchange is
closed (or when trading is restricted) for any reason other than its customary
weekend or holiday closing or under any emergency circumstances, as determined
by the Securities and Exchange Commission, the Fund may suspend redemptions or
postpone payment dates.
Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund reserves the right to require any shareholder to redeem all
of his or her shares in the Fund on 30 days' written notice if the value of his
or her shares in the Fund is less than $2,000 due to redemption, or such other
minimum amount as the Fund may determine from time to time. An involuntary
redemption constitutes a sale. You should consult your tax adviser concerning
the tax consequences of involuntary redemptions. A shareholder may increase the
value of his or her shares in the Fund to the minimum amount within the 30 day
period. Each share of the Fund is subject to redemption at any time if the Board
of Trustees determines in its sole discretion that failure to so redeem may have
materially adverse consequences to all or any of the shareholders of the Fund.
SHARE PRICE CALCULATION
The value of an individual share in the Fund (the net asset value) is
calculated by dividing the total value of the Fund's investments and other
assets (including accrued income), less any liabilities (including estimated
accrued expenses), by the number of shares outstanding, rounded to the nearest
cent. Net asset value per share is determined as of the close of the New York
Stock Exchange (4:00 p.m., Eastern time) on each day that the exchange is open
for business, and on any other day on which there is sufficient trading in the
Fund's securities to materially affect the net asset value. The net asset value
per share of the Fund will fluctuate.
Securities which are traded on any exchange or on the NASDAQ
over-the-counter market are valued at the last quoted sale price. Lacking a last
sale price, a security is valued at its last bid price except when, in the
Adviser's opinion, the last bid price does not accurately reflect the current
value of the security. All other securities for which over-the-counter market
quotations are readily available are valued at their last bid price. When market
quotations are not readily available, when the Adviser determines the last bid
price does not accurately reflect the current value or when restricted
securities are being valued, such securities are valued as determined in good
faith by the Adviser, subject to review of the Board of Trustees of the Trust.
Fixed income securities generally are valued by using market
quotations, but may be valued on the basis of prices furnished by a pricing
service when the Adviser believes such prices accurately reflect the fair market
value of such securities. A pricing service utilizes electronic data processing
techniques based on yield spreads relating to securities with similar
characteristics to determine prices for normal institutional-size trading units
of debt securities without regard to sale or bid prices. When
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prices are not readily available from a pricing service, or when restricted or
illiquid securities are being valued, securities are valued at fair value as
determined in good faith by the Adviser, subject to review of the Board of
Trustees. Short term investments in fixed income securities with maturities of
less than 60 days when acquired, or which subsequently are within 60 days of
maturity, are valued by using the amortized cost method of valuation, which the
Board has determined will represent fair value.
DIVIDENDS AND DISTRIBUTIONS
The Fund intends to distribute substantially all of its net investment
income as dividends to its shareholders on an annual basis, and intends to
distribute its net long term capital gains and its net short term capital gains
at least once a year.
In the absence of written instructions otherwise, income dividends and
capital gain distributions are automatically reinvested in additional shares at
the net asset value per share on the distribution date. An election to receive a
cash payment of dividends and/or capital gain distributions may be made in the
application to purchase shares or by separate written notice to the Transfer
Agent. Shareholders will receive a confirmation statement reflecting the payment
and reinvestment of dividends and summarizing all other transactions. If cash
payment is requested, a check normally will be mailed within five business days
after the payable date. If you withdraw your entire account, all dividends
accrued to the time of withdrawal, including the day of withdrawal, will be paid
at that time. You may elect to have distributions on shares held in IRAs and
403(b) plans paid in cash only if you are 59 1/2 years old or permanently and
totally disabled or if you otherwise qualify under the applicable plan.
TAXES
The Fund intends to qualify each year as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended. By so qualifying,
the Fund will not be subject to federal income taxes to the extent that it
distributes substantially all of its net investment income and any realized
capital gains.
For federal income tax purposes, dividends paid by the Fund from
ordinary income are taxable to shareholders as ordinary income, but may be
eligible in part for the dividends received deduction for corporations. Pursuant
to the Tax Reform Act of 1986 (the "Tax Reform Act"), all distributions of net
short-term capital gains to individuals are taxed at the same rate as ordinary
income. All distributions of net capital gains to corporations are taxed at
regular corporate rates. Any distributions designated as being made from net
realized long term capital gains are taxable to shareholders as long term
capital gains regardless of the holding period of the shareholder.
The Fund will mail to each shareholder after the close of the calendar
year a statement setting forth the federal income tax status of distributions
made during the year. Dividends and capital gains distributions may also be
subject to state and local taxes. Shareholders are urged to consult their own
tax advisers regarding specific questions as to federal, state or local taxes
and the tax effect of distributions and withdrawals from the Fund.
On the application or other appropriate form, the Fund will request the
shareholder's certified taxpayer identification number (social security number
for individuals) and a certification that the shareholder is not subject to
backup withholding. Unless the shareholder provides this information, the Fund
will be required to withhold and remit to the U.S. Treasury 31% of the
dividends, distributions and redemption proceeds payable to the shareholder.
Shareholders should be aware that,
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under regulations promulgated by the Internal Revenue Service, the Fund may be
fined $50 annually for each account for which a certified taxpayer
identification number is not provided. In the event that such a fine is imposed
with respect to a specific account in any year, the Fund may make a
corresponding charge against the account.
OPERATION OF THE FUND
The Fund is a diversified series of AmeriPrime Funds, an open-end
management investment company organized as an Ohio business trust on August 8,
1995. The Board of Trustees supervises the business activities of the Fund. Like
other mutual funds, the Fund retains various organizations to perform
specialized services.
The Fund retains Carl Domino Associates, L.P., 580 Village Blvd., Suite
225, West Palm Beach, Florida 33409 (the "Adviser") to manage the Fund's
investments. The Adviser provides equity, balanced and fixed income portfolio
management services to a select group of corporations, institutions,
foundations, trusts and high net worth individuals. The Adviser is a limited
partnership organized in Delaware and its general partner is Carl Domino, Inc.
The controlling shareholder of Carl Domino, Inc. is Carl J. Domino. Mr. Domino
is primarily responsible for the day-to-day management of the Fund's portfolio.
A graduate of Florida State University in 1966 with a B.S. degree in accounting
(Cum Laude) he received an MBA from Harvard Business School in 1972 and joined a
national money management firm. During his 12 year association with Delaware
Investment Advisers he was Chairman of the Investment Strategy Committee for
seven years and personally managed over $1 billion. Mr. Domino has been the
managing partner of the Adviser since its founding in 1987. Mr. Domino, a
portfolio analyst for over 20 years, has been quoted in the press, is regularly
interviewed by the Wall Street Journal and appears frequently on the Public
Education Channel's Inside Money program.
The Fund is authorized to pay the Adviser a fee equal to an annual
average rate of 1.50% of its average daily net assets. The Adviser pays all of
the operating expenses of the Fund except brokerage, taxes, interest, fees and
expenses of non-interested person trustees and extraordinary expenses. In this
regard, it should be noted that most investment companies pay their own
operating expenses directly, while the Fund's expenses, except those specified
above, are paid by the Adviser.
The Fund retains AmeriPrime Financial Services, Inc. (the
"Administrator") to manage the Fund's business affairs and provide the Fund with
administrative services, including all regulatory reporting and necessary office
equipment, personnel and facilities. The Administrator receives a monthly fee
from the Adviser equal to an annual average rate of 0.10% of the Fund's average
daily net assets up to fifty million dollars, 0.075% of the Fund's average daily
net assets from fifty to one hundred million dollars and 0.050% of the Fund's
average daily net assets over one hundred million dollars (subject to a minimum
annual payment of $30,000). In addition, the Adviser will reimburse the
Administrator for organizational expenses advanced by the Administrator. The
Fund retains American Data Services, Inc., Hauppauge Corporate Center, 150 Motor
Parkway, Hauppauge, New York 11788 (the "Transfer Agent") to serve as transfer
agent, dividend paying agent and shareholder service agent. The Trust retains
AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092 (the "Distributor") to act as the principal distributor
of the Fund's shares. Kenneth D. Trumpfheller, officer and sole shareholder of
the Administrator and the Distributor, is an officer and trustee of the Trust.
The services of the Administrator, Transfer Agent and Distributor are operating
expenses paid by the Adviser.
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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 Adviser may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute
portfolio transactions. The Adviser (not the Fund) may pay certain financial
institutions (which may include banks, brokers, securities dealers and other
industry professionals) a "servicing fee" for performing certain administrative
servicing functions for Fund shareholders to the extent these institutions are
allowed to do so by applicable statute, rule or regulation.
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INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS
This section contains general information about various types of
securities and investment techniques that the Fund may purchase or employ.
Equity Securities
Equity securities consist of common stock, preferred stock and common
stock equivalents (such as convertible preferred stock, rights and warrants).
Equity securities also include common stocks and common stock equivalents of
domestic real estate investment trusts and other companies which operate as real
estate corporations or which have a significant portion of their assets in real
estate. The Fund will not acquire any direct ownership of real estate.
The Fund may invest in foreign equity securities, including, but not
limited to, the purchase of American Depository Receipts. American Depository
Receipts are dollar-denominated receipts that are generally issued in registered
form by domestic banks, and represent the deposit with the bank of a security of
a foreign issuer. To the extent that the Fund does invest in foreign securities,
such investments may be subject to special risks, such as changes in
restrictions on foreign currency transactions and rates of exchange, and changes
in the administrations or economic and monetary policies of foreign governments.
The Fund will not invest more than 5% of its net assets at the time of purchase
in foreign securities which are not American Depository Receipts.
Fixed Income Securities
The Fund may invest in fixed income securities. Fixed income securities
include corporate debt securities, U.S. government securities, mortgage-related
securities and participation interests in such securities. Fixed income
securities are generally considered to be interest rate sensitive, which means
that their value will generally decrease when interest rates rise and increase
when interest rates fall. Securities with shorter maturities, while offering
lower yields, generally provide greater price stability than longer term
securities and are less affected by changes in interest rates.
Corporate Debt Securities - Corporate debt securities are long
and short term debt obligations issued by companies (such as publicly issued and
privately placed bonds, notes and commercial paper). The Fund will only invest
in corporate debt securities rated A or higher by Standard & Poor's Corporation
or Moody's Investors Services, Inc.
U.S. Government Obligations - U.S. government obligations may
be backed by the credit of the government as a whole or only by the issuing
agency. U.S. Treasury bonds, notes, and bills and some agency securities, such
as those issued by the Federal Housing Administration and the Government
National Mortgage Association (GNMA), are backed by the full faith and credit of
the U.S. government as to payment of principal and interest and are the highest
quality government securities. Other securities issued by U.S. government
agencies or instrumentalities, such as securities issued by the Federal Home
Loan Banks and the Federal Home Loan Mortgage Corporation, are supported only by
the credit of the agency that issued them, and not by the U.S. government.
Securities issued by the Federal Farm Credit System, the Federal Land Banks, and
the Federal National Mortgage Association (FNMA) are supported by the agency's
right to borrow money from the U.S. Treasury under certain circumstances, but
are not backed by the full faith and credit of the U.S. government.
Mortgage-Related Securities - Mortgage-related securities
include securities representing interests in a pool of mortgages. These
securities, including securities issued by FNMA
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and GNMA, provide investors with payments consisting of both interest and
principal as the mortgages in the underlying mortgage pools are repaid. Pools of
mortgage loans are assembled for sale to investors (such as the Fund) by various
governmental, government-related and private organizations, such as dealers.
Unscheduled or early payments on the underlying mortgages may shorten the
securities' effective maturities.
Other types of securities representing interests in a pool of
mortgage loans are known as collateralized mortgage obligations (CMOs) and real
estate mortgage investment conduits (REMICs). CMOs and REMICs are debt
instruments collateralized by pools of mortgage loans or other mortgage-backed
securities. The average life of securities representing interests in pools of
mortgage loans is likely to be substantially less than the original maturity of
the mortgage pools as a result of prepayments or foreclosures of such mortgages.
Prepayments are passed through to the registered holder with the regular monthly
payments of principal and interest, and have the effect of reducing future
payments. To the extent the mortgages underlying a security representing an
interest in a pool of mortgages are prepaid, a Fund may experience a loss (if
the price at which the respective security was acquired by the Fund was at a
premium over par, which represents the price at which the security will be
redeemed upon prepayment). In addition, prepayments of such securities held by a
Fund will reduce the share price of the Fund to the extent the market value of
the securities at the time of prepayment exceeds their par value. Furthermore,
the prices of mortgage-related securities can be significantly affected by
changes in interest rates. Prepayments may occur with greater frequency in
periods of declining mortgage rates because, among other reasons, it may be
possible for mortgagors to refinance their outstanding mortgages at lower
interest rates. In such periods, it is likely that any prepayment proceeds would
be reinvested by a Fund at lower rates of return.
Investment Techniques
The Fund may invest up to 5% of its net assets in repurchase agreements
fully collateralized by U.S. Government obligations. The Fund may buy and sell
securities on a when-issued or delayed delivery basis, with payment and delivery
taking place at a future date, but investment in such securities may not exceed
5% of the Fund's net assets. Also limited to 5% of the Fund's net assets is the
Fund's investment in STRIPs (Separate Trading of Registered Interest and
Principal of Securities). The Federal Reserve creates STRIPs by separating the
coupon payments and the principal payments from the outstanding Treasury
security and selling them as individual securities.
Loans of Portfolio Securities - The Fund may make short and
long term loans of its portfolio securities. Under the lending policy authorized
by the Board of Trustees and implemented by the Adviser in response to requests
of broker-dealers or institutional investors which the Adviser deems qualified,
the borrower must agree to maintain collateral, in the form of cash or U.S.
government obligations, with the Fund on a daily mark-to-market basis in an
amount at least equal to 100% of the value of the loaned securities. The Fund
will continue to receive dividends or interest on the loaned securities and may
terminate such loans at any time or reacquire such securities in time to vote on
any matter which the Board of Trustees determines to be serious. With respect to
loans of securities, there is the risk that the borrower may fail to return the
loaned securities or that the borrower may not be able to provide additional
collateral.
General
The Fund may invest in other investment companies, time deposits,
certificates of deposit or banker's acceptances, and may buy and write put and
call options, provided the Fund's investment in each does not exceed 5% of its
net assets. The Fund will not invest more than 5% of its net assets in illiquid
securities, including repurchase agreements maturing in more than seven days.
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GENERAL INFORMATION
Fundamental Policies. The investment limitations set forth in the
Statement of Additional Information as fundamental policies may not be changed
without the affirmative vote of the majority of the outstanding shares of the
Fund. The investment objective of the Fund may be changed without the
affirmative vote of a majority of the outstanding shares of the Fund. Any such
change may result in the Fund having an investment objective different from the
objective which the shareholders considered appropriate at the time of
investment in the Fund.
Portfolio Turnover. The Fund does not intend to purchase or sell
securities for short term trading purposes. The Fund will, however, sell any
portfolio security (without regard to the length of time it has been held) when
the Adviser believes that market conditions, creditworthiness factors or general
economic conditions warrant such action. It is anticipated that the Fund will
have a portfolio turnover rate of less than 100%.
Shareholder Rights. Any Trustee of the Trust may be removed by vote of
the shareholders holding not less than two-thirds of the outstanding shares of
the Trust. The Trust does not hold an annual meeting of shareholders. When
matters are submitted to shareholders for a vote, each shareholder is entitled
to one vote for each whole share he owns and fractional votes for fractional
shares he owns. All shares of the Fund have equal voting rights and liquidation
rights. As of December 3, 1997, Carl Domino Associates Profit Sharing Trust may
be deemed to control the Fund.
PERFORMANCE INFORMATION
The Fund may periodically advertise "average annual total return." The
"average annual total return" of the Fund refers to the average annual
compounded rate of return over the stated period that would equate an initial
amount invested at the beginning of a stated period to the ending redeemable
value of the investment. The calculation of "average annual total return"
assumes the reinvestment of all dividends and distributions.
The Fund may also periodically advertise its total return over various
periods in addition to the value of a $10,000 investment (made on the date of
the initial public offering of the Fund's shares) as of the end of a specified
period. The "total return" for the Fund refers to the percentage change in the
value of an account between the beginning and end of the stated period, assuming
no activity in the account other than reinvestment of dividends and capital
gains distributions.
The Fund may also include in advertisements data comparing performance
with other mutual funds as reported in non-related investment media, published
editorial comments and performance rankings compiled by independent
organizations and publications that monitor the performance of mutual funds
(such as Lipper Analytical Services, Inc., Morningstar, Inc., Fortune or
Barron's). Performance information may be quoted numerically or may be presented
in a table, graph or other illustration. In addition, Fund performance may be
compared to well-known indices of market performance including the Standard &
Poor's (S&P) 500 Index or the Dow Jones Industrial Average.
The advertised performance data of the Fund is based on historical
performance and is not intended to indicate future performance. Rates of total
return quoted by the Fund may be higher or lower than past quotations, and there
can be no assurance that any rate of total return will be maintained. The
principal value of an investment in the Fund will fluctuate so that a
shareholder's shares, when redeemed, may be worth more or less than the
shareholder's original investment.
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Investment Adviser Administrator
Carl Domino Associates, L.P. AmeriPrime Financial Services, Inc.
580 Village Blvd., Suite 225 1793 Kingswood Drive, Suite 200
West Palm Beach, Florida 33409 Southlake, Texas 76092
Custodian Distributor
Star Bank, N.A. AmeriPrime Financial Securities, Inc.
425 Walnut Street, M.L. 6118 1793 Kingswood Drive, Suite 200
Cincinnati, Ohio 45202 Southlake, Texas 76092
Transfer Agent (all purchase Auditors
and redemption requests) McCurdy & Associates CPA's, Inc.
American Data Services, Inc. 27955 Clemens Road
Hauppauge Corporate Center Westlake, Ohio 44145
150 Motor Parkway
Hauppauge, New York 11788
No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering contained in this Prospectus, and if given or made, such
information or representations must not be relied upon as being authorized by
the Fund. This Prospectus does not constitute an offer by the Fund to sell its
shares in any state to any person to whom it is unlawful to make such offer in
such state.
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TABLE OF CONTENTS PAGE
SUMMARY OF FUND EXPENSES.............................................
Shareholder Transaction Expenses............................
Annual Fund Operating Expenses..............................
FINANCIAL HIGHLIGHTS..........................................................
THE FUND.............................................................
INVESTMENT OBJECTIVE AND STRATEGIES..................................
HOW TO INVEST IN THE FUND............................................
Initial Purchase............................................
By Mail............................................
By Wire............................................
Additional Investments......................................
Tax Sheltered Retirement Plans..............................
Other Purchase Information....................................................
HOW TO REDEEM SHARES.................................................
By Mail.....................................................
By Telephone................................................
Additional Information......................................
SHARE PRICE CALCULATION..............................................
DIVIDENDS AND DISTRIBUTIONS..........................................
TAXES................................................................
OPERATION OF THE FUND................................................
INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS...........
Equity Securities...........................................
Fixed Income Securities.....................................
Corporate Debt Securities..........................
U.S. Government Obligations........................
Mortgage-Related Securities........................
Investment Techniques.......................................
Loans of Portfolio Securities...............................
General.....................................................
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GENERAL INFORMATION..................................................
Fundamental Policies........................................
Portfolio Turnover..........................................
Shareholder Rights..........................................
PERFORMANCE INFORMATION..............................................
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<PAGE>
CARL DOMINO EQUITY INCOME FUND
STATEMENT OF ADDITIONAL INFORMATION
, 1998
This Statement of Additional Information is not a prospectus. It should
be read in conjunction with the Investor Class Prospectus of Carl Domino Equity
Income Fund dated February 14, 1998, and the Supplement to the Prospectus dated
________________, 1998, or the Class A Prospectus of Carl Domino Equity Income
Fund dated __________________, 1998. A copy of either Prospectus can be obtained
by writing the Transfer Agent at 431 N. Pennsylvania Street, Indianapolis, IN
46204, or by calling 1-800-__________.
ASA02E77-040698-1
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
PAGE
DESCRIPTION OF THE TRUST........................................... 1
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
CONSIDERATIONS............................................................. 1
INVESTMENT LIMITATIONS............................................. 5
THE INVESTMENT ADVISER............................................. 8
TRUSTEES AND OFFICERS.............................................. 8
PORTFOLIO TRANSACTIONS AND BROKERAGE............................... 9
DETERMINATION OF SHARE PRICE....................................... 10
INVESTMENT PERFORMANCE............................................. 11
CUSTODIAN.......................................................... 11
TRANSFER AGENT..................................................... 12
ACCOUNTANTS........................................................ 12
DISTRIBUTOR........................................................ 12
FINANCIAL STATEMENTS........................................................ 12
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DESCRIPTION OF THE TRUST
Carl Domino Equity Income Fund (the "Fund") was organized as a series
of AmeriPrime Funds (the "Trust"). The Trust is an open-end investment company
established under the laws of Ohio by an Agreement and Declaration of Trust
dated August 8, 1995 (the "Trust Agreement"). The Trust Agreement permits the
Trustees to issue an unlimited number of shares of beneficial interest of
separate series without par value. The Fund is one of a series of funds
currently authorized by the Trustees. The Fund is divided into two classes,
designated Class A and Investor Class.
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.
The Fund may determine to allocate certain of its expenses to the
specific class of the Fund's shares to which those expenses are attributable.
As of April 1, 1998, the following persons may be deemed to beneficially
own five percent (5%) or more of the Fund: Carl Domino Associates Profit Sharing
Trust, 580 Village Boulevard, Suite 225, West Palm Beach, Florida - 23.48%; Carl
Domino IRA, 108 Toteka Circle, Jupiter, Florida - 7.95%; National Financial, 200
Liberty Street, 5th Floor, New York, New York - 8.16%.
As of April 1, 1998, Carl Domino and the Carl Domino Associates Profit
Sharing Trust may be deemed to control the Fund as a result of their beneficial
ownership of shares of the Fund. As of April 1, 1998, the officers and trustees
as a group owned less than one percent of the Fund.
For information concerning the purchase and redemption of shares of the
Fund, see "How to Invest in the Fund" and "How to Redeem Shares" in the Fund's
Prospectus. For a description of the methods used to determine the share price
and value of the Fund's assets, see "Share Price Calculation" in the Fund's
Prospectus.
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS
This section contains a more detailed discussion of some of the
investments the Fund may make and some of the techniques it may use, as
described in the Prospectus (see "Investment Objectives and Strategies" and
"Investment Policies and Techniques and Risk Considerations").
A. Equity Securities. Equity securities include common stock, preferred
stock and common stock equivalents (such as convertible preferred stock, rights
and warrants). Convertible preferred stock
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is preferred stock that can be converted into common stock pursuant to its
terms. Warrants are options to purchase equity securities at a specified price
valid for a specific time period. Rights are similar to warrants, but normally
have a short duration and are distributed by the issuer to its shareholders. The
Fund may invest up to 5% of its net assets at the time of purchase in each of
the following: rights, warrants, or convertible preferred stocks.
B. Repurchase Agreements. A repurchase agreement is a short-term
investment in which the purchaser (i.e., the Fund) acquires ownership of a U.S.
Government obligation (which may be of any maturity) and the seller agrees to
repurchase the obligation at a future time at a set price, thereby determining
the yield during the purchaser's holding period (usually not more than seven
days from the date of purchase). Any repurchase transaction in which the Fund
engages will require full collateralization of the seller's obligation during
the entire term of the repurchase agreement. In the event of a bankruptcy or
other default of the seller, the Fund could experience both delays in
liquidating the underlying security and losses in value. However, the Fund
intends to enter into repurchase agreements only with the Custodian, other banks
with assets of $1 billion or more and registered securities dealers determined
by the Adviser (subject to review by the Board of Trustees) to be creditworthy.
The Adviser monitors the creditworthiness of the banks and securities dealers
with which the Fund engages in repurchase transactions, and the Fund will not
invest more than 5% of its net assets in repurchase agreements.
C. Illiquid Securities. The portfolio of the Fund may contain illiquid
securities. Illiquid securities generally include securities which cannot be
disposed of promptly and in the ordinary course of business without taking a
reduced price. Securities may be illiquid due to contractual or legal
restrictions on resale or lack of a ready market. The following securities are
considered to be illiquid: repurchase agreements maturing in more than seven
days, nonpublicly offered securities and restricted securities. The Fund will
not invest more than 5% of its net assets in illiquid securities.
D. Other Investment Companies. The Fund is permitted to invest up to 5%
of its net assets in other investment companies at any time. The Fund will not
purchase more than 3% of the outstanding voting stock of any investment company.
If the Fund acquires securities of another investment company, the shareholders
of the Fund will be subject to duplicative management fees.
E. Foreign Securities. The Fund may invest in foreign equity securities
including common stock, preferred stock and common stock equivalents issued by
foreign companies, and foreign fixed income securities. Foreign fixed income
securities include corporate debt obligations issued by foreign companies and
debt obligations of foreign governments or international organizations. This
category may include floating rate obligations, variable rate obligations,
Yankee dollar obligations (U.S. dollar denominated obligations issued by foreign
companies and traded on U.S. markets) and Eurodollar obligations (U.S. dollar
denominated obligations issued by foreign companies and traded on foreign
markets).
Foreign government obligations generally consist of debt
securities supported by national, state or provincial governments or similar
political units or governmental agencies. Such obligations may or may not be
backed by the national government's full faith and credit and general taxing
powers. Investments in foreign securities also include obligations issued by
international organizations. International organizations include entities
designated or supported by governmental entities to promote economic
reconstruction or development as well as international banking institutions and
related government agencies. Examples are the International Bank for
Reconstruction and Development (the World Bank), the European Coal and Steel
Community, the Asian Development Bank and the
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InterAmerican Development Bank. In addition, investments in foreign securities
may include debt securities denominated in multinational currency units of an
issuer (including international issuers). An example of a multinational currency
unit is the European Currency Unit. A European Currency Unit represents
specified amounts of the currencies of certain member states of the European
Economic Community, more commonly known as the Common Market.
Purchases of foreign securities are usually made in foreign
currencies and, as a result, the Fund may incur currency conversion costs and
may be affected favorably or unfavorably by changes in the value of foreign
currencies against the U.S. dollar. In addition, there may be less information
publicly available about a foreign company then about a U.S. company, and
foreign companies are not generally subject to accounting, auditing and
financial reporting standards and practices comparable to those in the U.S.
Other risks associated with investments in foreign securities include changes in
restrictions on foreign currency transactions and rates of exchanges, changes in
the administrations or economic and monetary policies of foreign governments,
the imposition of exchange control regulations, the possibility of expropriation
decrees and other adverse foreign governmental action, the imposition of foreign
taxes, less liquid markets, less government supervision of exchanges, brokers
and issuers, difficulty in enforcing contractual obligations, delays in
settlement of securities transactions and greater price volatility. In addition,
investing in foreign securities will generally result in higher commissions than
investing in similar domestic securities.
F. When Issued Securities and Forward Commitments. The Fund may buy and
sell securities on a when-issued or delayed delivery basis, with payment and
delivery taking place at a future date. The price and interest rate that will be
received on the securities are each fixed at the time the buyer enters into the
commitment. The Fund may enter into such forward commitments if they hold, and
maintain until the settlement date in a separate account at the Fund's
Custodian, cash or U.S. government securities in an amount sufficient to meet
the purchase price. Forward commitments involve a risk of loss if the value of
the security to be purchased declines prior to the settlement date. Any change
in value could increase fluctuations in the Fund's share price and yield.
Although the Fund will generally enter into forward commitments with the
intention of acquiring securities for its portfolio, the Fund may dispose of a
commitment prior to the settlement if the Adviser deems it appropriate to do so.
G. Collateralized Mortgage Obligations (CMOs). CMOs are securities
collateralized by mortgages or mortgage-backed securities and are issued with a
variety of classes or series which have different maturities and are often
retired in sequence. CMOs may be issued by governmental or non-governmental
entities such as banks and other mortgage lenders. Non-government securities may
offer a higher yield but also may be subject to greater price fluctuation than
government securities. Investments in CMOs are subject to the same risks as
direct investments in the underlying mortgage and mortgage-backed securities. In
addition, in the event of a bankruptcy or other default of an entity who issued
the CMO held by a Fund, the Fund could experience both delays in liquidating its
position and losses.
H. Financial Services Industry Obligations. The Fund may invest up to
5% of its net assets in each of the following obligations of the financial
services industry:
(1) Certificate of Deposit. Certificates of deposit are
negotiable certificates evidencing the indebtedness of a commercial
bank or a savings and loan association to repay funds deposited
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<PAGE>
with it for a definite period of time (usually from fourteen days to
one year) at a stated or variable interest rate.
(2) Time Deposits. Time deposits are non-negotiable deposits
maintained in a banking institution or a savings and loan association
for a specified period of time at a stated interest rate.
(3) Bankers' Acceptances. Bankers' acceptances are credit
instruments evidencing the obligation of a bank to pay a draft which
has been drawn on it by a customer, which instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of
the instrument upon maturity.
I. Option Transactions. The Fund may engage in option transactions
involving individual securities and market indices. An option involves either
(a) the right or the obligation to buy or sell a specific instrument at a
specific price until the expiration date of the option, or (b) the right to
receive payments or the obligation to make payments representing the difference
between the closing price of a market index and the exercise price of the option
expressed in dollars times a specified multiple until the expiration date of the
option. Options are sold (written) on securities and market indices. The
purchaser of an option on a security pays the seller (the writer) a premium for
the right granted but is not obligated to buy or sell the underlying security.
The purchaser of an option on a market index pays the seller a premium for the
right granted, and in return the seller of such an option is obligated to make
the payment. A writer of an option may terminate the obligation prior to
expiration of the option by making an offsetting purchase of an identical
option. Options are traded on organized exchanges and in the over-the-counter
market. Options on securities which the Fund sells (writes) will be covered or
secured, which means that it will own the underlying security (for a call
option); will segregate with the Custodian high quality liquid debt obligations
equal to the option exercise price (for a put option); or (for an option on a
stock index) will hold a portfolio of securities substantially replicating the
movement of the index (or, to the extent it does not hold such a portfolio, will
maintain a segregated account with the Custodian of high quality liquid debt
obligations equal to the market value of the option, marked to market daily).
When the Fund writes options, it may be required to maintain a margin account,
to pledge the underlying securities or U.S. government obligations or to deposit
liquid high quality debt obligations in a separate account with the Custodian.
The purchase and writing of options involves certain risks; for
example, the possible inability to effect closing transactions at favorable
prices and an appreciation limit on the securities set aside for settlement, as
well as (in the case of options on a stock index) exposure to an indeterminate
liability. The purchase of options limits the Fund's potential loss to the
amount of the premium paid and can afford the Fund the opportunity to profit
from favorable movements in the price of an underlying security to a greater
extent than if transactions were effected in the security directly. However, the
purchase of an option could result in the Fund losing a greater percentage of
its investment than if the transaction were effected directly. When the Fund
writes a covered call option, it will receive a premium, but it will give up the
opportunity to profit from a price increase in the underlying security above the
exercise price as long as its obligation as a writer continues, and it will
retain the risk of loss should the price of the security decline. When the Fund
writes a covered put option, it will receive a premium, but it will assume the
risk of loss should the price of the underlying security fall below the exercise
price. When the Fund writes a covered put option on a stock index, it will
assume the risk that the price of the index will fall below the exercise price,
in which case the Fund may be required
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<PAGE>
to enter into a closing transaction at a loss. An analogous risk would apply if
the Fund writes a call option on a stock index and the price of the index rises
above the exercise price.
J. STRIPS. The Federal Reserve creates STRIPS (Separate Trading of
Registered Interest and Principal of Securities) by separating the coupon
payments and the principal payment from an outstanding Treasury security and
selling them as individual securities. To the extent the Fund purchases the
principal portion of the STRIP, the Fund will not receive regular interest
payments. Instead they are sold at a deep discount from their face value. The
Fund will accrue income on such STRIPS for tax and accounting purposes, in
accordance with applicable law, which income is distributable to shareholders.
Because no cash is received at the time such income is accrued, the Fund may be
required to liquidate other portfolio securities to satisfy its distribution
obligations. Because the principal portion of the STRIP does not pay current
income, its price can be very volatile when interest rates change. In
calculating its dividend, the Fund takes into account as income a portion of the
difference between the principal portion of the STRIP's purchase price and its
face value.
INVESTMENT LIMITATIONS
Fundamental. The investment limitations described below have been
adopted by the Trust with respect to the Fund and are fundamental
("Fundamental"), i.e., they may not be changed without the affirmative vote of a
majority of the outstanding shares of the Fund. As used in the Prospectus and
the Statement of Additional Information, the term "majority" of the outstanding
shares of the Fund means the lesser of (1) 67% or more of the outstanding shares
of the Fund present at a meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented at such meeting; or
(2) more than 50% of the outstanding shares of the Fund. Other investment
practices which may be changed by the Board of Trustees without the approval of
shareholders to the extent permitted by applicable law, regulation or regulatory
policy are considered non-fundamental ("Non-Fundamental").
1. Borrowing Money. The Fund will not borrow money, except (a) from a
bank, provided that immediately after such borrowing there is an asset coverage
of 300% for all borrowings of the Fund; or (b) from a bank or other persons for
temporary purposes only, provided that such temporary borrowings are in an
amount not exceeding 5% of the Fund's total assets at the time when the
borrowing is made. This limitation does not preclude the Fund from entering into
reverse repurchase transactions, provided that the Fund has an asset coverage of
300% for all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions.
2. Senior Securities. The Fund will not issue senior securities. This
limitation is not applicable to activities that may be deemed to involve the
issuance or sale of a senior security by the Fund, provided that the Fund's
engagement in such activities is (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 the Statement
of Additional Information.
3. Underwriting. The Fund will not act as underwriter of securities
issued by other persons. This limitation is not applicable to the extent that,
in connection with the disposition of portfolio securities (including restricted
securities), the Fund may be deemed an underwriter under certain federal
securities laws.
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<PAGE>
4. Real Estate. The Fund will not purchase or sell real estate. This
limitation is not applicable to investments in marketable securities which are
secured by or represent interests in real estate. This limitation does not
preclude the Fund from investing in mortgage-related securities or investing in
companies engaged in the real estate business or that have a significant portion
of their assets in real estate (including real estate investment trusts).
5. Commodities. The Fund will not purchase or sell commodities unless
acquired as a result of ownership of securities or other investments. This
limitation does not preclude the Fund from purchasing or selling options or
futures contracts, from investing in securities or other instruments backed by
commodities or from investing in companies which are engaged in a commodities
business or have a significant portion of their assets in commodities.
6. Loans. The Fund will not make loans to other persons, except (a) by
loaning portfolio securities, (b) by engaging in repurchase agreements, or (c)
by purchasing nonpublicly offered debt securities. For purposes of this
limitation, the term "loans" shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.
7. Concentration. The Fund will not invest 25% or more of its total
assets in a particular industry. This limitation is not applicable to
investments in obligations issued or guaranteed by the U.S. government, its
agencies and instrumentalities or repurchase agreements with respect thereto.
With respect to the percentages adopted by the Trust as maximum
limitations on its investment policies and limitations, an excess above the
fixed percentage will not be a violation of the policy or limitation unless the
excess results immediately and directly from the acquisition of any security or
the action taken. This paragraph does not apply to the borrowing policy set
forth in paragraph 1 above.
Notwithstanding any of the foregoing limitations, any investment
company, whether organized as a trust, association or corporation, or a personal
holding company, may be merged or consolidated with or acquired by the Trust,
provided that if such merger, consolidation or acquisition results in an
investment in the securities of any issuer prohibited by said paragraphs, the
Trust shall, within ninety days after the consummation of such merger,
consolidation or acquisition, dispose of all of the securities of such issuer so
acquired or such portion thereof as shall bring the total investment therein
within the limitations imposed by said paragraphs above as of the date of
consummation.
Non-Fundamental. The following limitations have been adopted by the Trust
with respect to the Fund and are Non-Fundamental (see "Investment Restrictions"
above).
i. Pledging. The Fund will not mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness, any assets of the Fund except as
may be necessary in connection with borrowings described in limitation (1)
above. Margin deposits, security interests, liens and collateral arrangements
with respect to transactions involving options, futures contracts, short sales
and other permitted investments and techniques are not deemed to be a mortgage,
pledge or hypothecation of assets for purposes of this limitation.
ii. Borrowing. The Fund will not purchase any security while borrowings
(including reverse repurchase agreements) representing more than 5% of its total
assets are outstanding. The Fund will not enter into reverse repurchase
agreements.
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<PAGE>
iii. Margin Purchases. The Fund will not purchase securities or
evidences of interest thereon on "margin." This limitation is not applicable to
short term credit obtained by the Fund for the clearance of purchases and sales
or redemption of securities, or to arrangements with respect to transactions
involving options, futures contracts, short sales and other permitted
investments and techniques.
iv. Short Sales. The Fund will not effect short sales of securities.
v. Options. The Fund will not purchase or sell puts, calls, options or
straddles, except as described in the Prospectus and the Statement of Additional
Information.
vi. Repurchase Agreements. The Fund will not invest more than 5% of its net
assets in repurchase agreements.
vii. Illiquid Investments. The Fund will not invest more than 5% of its
net assets in securities for which there are legal or contractual restrictions
on resale and other illiquid securities.
THE INVESTMENT ADVISER
The Fund's investment adviser is Carl Domino Associates, L.P., 580 Village
Blvd., Suite 225, West Palm Beach, Florida 33409. Carl Domino, Inc. and CW
Partners may both be deemed to control the Adviser due to their respective share
of ownership of the Adviser.
Under the terms of the management agreement (the "Agreement"), the
Adviser manages the Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of the Fund except brokerage, taxes,
interest, fees and expenses of the non-interested person trustees and
extraordinary expenses. As compensation for its management services and
agreement to pay the Fund's expenses, the Fund is obligated to pay the Adviser a
fee computed and accrued daily and paid monthly at an annual rate of 1.50% of
the average daily net assets of the Fund. The Adviser may waive all or part of
its fee, at any time, and at its sole discretion, but such action shall not
obligate the Adviser to waive any fees in the future. For the period November 6,
1995 (commencement of operations) through October 31, 1996 and the fiscal year
ended October 31, 1997, the Fund paid advisory fees of $11,548 and $33,503,
respectively.
The Adviser retains the right to use the name "Domino" in connection
with another investment company or business enterprise with which the Adviser is
or may become associated. The Trust's right to use the name "Domino"
automatically ceases ninety days after termination of the Agreement and may be
withdrawn by the Adviser on ninety days written notice.
The Adviser may make payments to banks or other financial institutions
that provide shareholder services and administer shareholder accounts. The
Glass-Steagall Act prohibits banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope of this
prohibition under the Glass-Steagall Act has not been clearly defined by the
courts or appropriate regulatory agencies, management of the Fund believes that
the Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law expressed herein and banks and financial institutions may be
required to register as dealers pursuant to state law. If a bank were prohibited
from continuing to perform all or a part of such services, management of the
Fund believes that there would be no material impact on the Fund or its
shareholders. Banks may charge their customers fees for offering these services
to the extent permitted
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<PAGE>
by applicable regulatory authorities, and the overall return to those
shareholders availing themselves of the bank services will be lower than to
those shareholders who do not. The Fund may from time to time purchase
securities issued by banks which provide such services; however, in selecting
investments for the Fund, no preference will be shown for such securities.
TRUSTEES AND OFFICERS
The names of the Trustees and executive officers of the Trust are shown below.
Each Trustee who is an "interested person" of the Trust, a defined in the
Investment Company Act of 1940, is indicated by an asterisk.
<TABLE>
<CAPTION>
===================================================================================================================================
Name, Age and Address Position Principal Occupations During
Past 5 Years
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<S> <C> <C>
* Kenneth D. Trumpfheller President and Trustee President, Treasurer and Secretary of AmeriPrime
Age: 39 Financial Services, Inc., the Fund's administrator, and
1793 Kingswood Drive AmeriPrime Financial Securities, Inc., the Fund's
Suite 200 distributor. Prior to December 1994, a senior client
Southlake, Texas 76092 executive with SEI Financial Services.
- -----------------------------------------------------------------------------------------------------------------------------------
Julie A. Feleo Secretary, Treasurer Secretary, Treasurer and Chief Financial Officer of
AmeriPrime Financial Services, Inc. and AmeriPrime
Age: 31 Financial Securities, Inc.; Fund Reporting Analyst at
Fidelity Investments from 1993 to 1997; Fund
1793 Kingswood Drive Accounting Analyst at Fidelity Investments in 1993.
Prior to 1993, Accounting Manager at Windows
Suite 200 Presentation Manager Association.
Southlake, Texas 76092
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Steve L. Cobb Trustee President of Chandler Engineering Company, L.L.C.,
Age: 40 oil and gas services company; various positions with
2001 Indianwood Ave. Carbo Ceramics, Inc., oil field manufacturing/supply
Broken Arrow, OK 74012 company, from 1984 to 1997, most recently Vice
President of Marketing.
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Gary E. Hippenstiel Trustee Director, Vice President and Chief Investment Officer
Age: 50 of Legacy Trust Company since 1992; President and
600 Jefferson Street Suite 350 Director of Heritage Trust Company from 1994 to
Houston 70002 1996; Vice President and Manager of Investments of
Kanaly
Trust Company from 1988 to 1992.
===================================================================================================================================
</TABLE>
<PAGE>
1 Trustee fees are Trust expenses and each series of the Trust pays a portion of
the Trustee fees. The compensation is estimated for the first full year of the
Trust ending October 31, 1998.
The compensation paid to the Trustees of the Trust for the period ended
October 31, 1997 is set forth in the following table. Trustee fees are Trust
expenses and each series of the Trust is responsible for a portion of the
Trustee fees.
Aggregate
Compensation
from Trust
Aggregate Total Compensation
Compensation from the from Trust (the Trust is
Name Trust not in a Fund Complex)
Kenneth D. Trumpfheller
0 0
Steve L. Cobb $4,000 $4,000
Gary E. Hippenstiel $4,000 $4,000
<PAGE>
Subject to policies established by the Board of Trustees of the Trust,
the Adviser is responsible for the Fund's portfolio decisions and the placing of
the Fund's portfolio transactions. In placing portfolio transactions, the
Adviser seeks the best qualitative execution for the Fund, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received.
The Adviser is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Fund and/or the other
accounts over which the Adviser exercises investment discretion and to pay such
brokers or dealers a commission in excess of the commission another broker or
dealer would charge if the Adviser determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of a particular transaction
or the Adviser's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.
Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Fund effects securities
transactions may also be used by the Adviser in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Adviser in connection with its services to the
Fund. Although research services and other information are useful to the Fund
and the Adviser, it is not possible to place a dollar value on the research and
other information received. It is the opinion of the Board of Trustees and the
Adviser that the review and study of the research and other information will not
reduce the overall cost to the Adviser of performing its duties to the Fund
under the Agreement. Due to research services provided by brokers, the Fund
directed to brokers $2,828,070 of brokerage transactions (on which commissions
were $3,651) during the fiscal year ended October 31, 1997.
Over-the-counter transactions will be placed either directly with
principal market makers or with broker-dealers, if the same or a better price,
including commissions and executions, is available. Fixed income securities are
normally purchased directly from the issuer, an underwriter or a market maker.
Purchases include a concession paid by the issuer to the underwriter and the
purchase price paid to a market maker may include the spread between the bid and
asked prices.
To the extent that the Trust and another of the Adviser's clients seek
to acquire the same security at about the same time, the Trust may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Trust may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. On the other hand, if the same securities
are bought or sold at the same time by more than one client, the resulting
participation in volume transactions could produce better executions for the
Trust. In the event that more than one client wants to purchase or sell the same
security on a given date, the purchases and sales will normally be made by
random client selection.
For the period November 6, 1995 (commencement of operations) through
October 31, 1996 and for the fiscal year ended October 31, 1997, the Fund paid
brokerage commissions of $2,617 and $5,317, respectively.
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DETERMINATION OF SHARE PRICE
The price (net asset value) of the shares of the Fund is determined as
of 4:00 p.m., Eastern time on each day the Trust is open for business and on any
other day on which there is sufficient trading in the Fund's securities to
materially affect the net asset value. The Trust is open for business on every
day except Saturdays, Sundays and the following holidays: New Year's Day, Martin
Luther King, Jr. 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.
The Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue. For the fiscal year
ended October 31, 1997, the Fund's average annual total return was 36.58%.
From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of the Fund
may be compared to indices of broad groups of unmanaged securities considered to
be representative of or similar to the portfolio holdings of the Fund or
considered to be representative of the stock market in general. The Fund may use
the Standard & Poor's 500 Stock Index or the Dow Jones Industrial Average.
In addition, the performance of the Fund may be compared to other
groups of mutual funds tracked by any widely used independent research firm
which ranks mutual funds by overall performance, investment objectives and
assets, such as Lipper Analytical Services, Inc. or Morningstar, Inc. The
objectives, policies, limitations and expenses of other mutual funds in a group
may not be the same as those of the Fund. Performance rankings and ratings
reported periodically in national financial publications such as Barron's and
Fortune also may be used.
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CUSTODIAN
Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, is
Custodian of the Fund's investments. The Custodian acts as the Fund's
depository, safekeeps its portfolio securities, collects all income and other
payments with respect thereto, disburses funds at the Fund's request and
maintains records in connection with its duties.
TRANSFER AGENT
As of ______________, 1998, Unified Fund Services, Inc. ("Unified"), 431 N.
Pennsylvania Street, Indianapolis, Indiana 46204, acts as the Fund's transfer
agent and, in such capacity, maintains the records of each shareholder's
account, answers shareholders' inquiries concerning their accounts, processes
purchases and redemptions of the Fund's shares, acts as dividend and
distribution disbursing agent and performs other accounting and shareholder
service functions. In addition, Unified provides the Fund with certain monthly
reports, record-keeping and other management-related services. Prior to
_______________, 1998, American Data Services, Inc., 150 Motor Parkway,
Hauppauge, New York 11760 ("ADS") acted as the Fund's transfer agent. For the
period November 6, 1995 (commencement of operations) through October 31, 1996
and for the fiscal year ended October 31, 1997, ADS received $17,600 and
$19,200, respectively, from the Adviser (not the Fund) for these 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, 1998. McCurdy & Associates performs an
annual audit of the Fund's financial statements and provides financial, tax and
accounting consulting services as requested.
DISTRIBUTOR
AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, is the exclusive agent for distribution of shares of the
Fund. The Distributor is obligated to sell the shares of the Fund on a best
efforts basis only against purchase orders for the shares. Shares of the Fund
are offered to the public on a continuous basis.
FINANCIAL STATEMENTS
The financial statements and independent auditor's report required to
be included in the Statement of Additional Information are incorporated herein
by reference to the Trust's Annual Report to Shareholders for the fiscal year
ended October 31, 1997. The Trust will provide the Annual Report without charge
by calling the Fund at 1-800-__________.
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AmeriPrime Funds
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements.
Included in Part A (Class A Shares): None.
Included in Part A (Investor Class): Audited
Financial Highlights for the fiscal
year ended October 31, 1997.
Included in Part B (Class A Shares): None
Included in Part B (Investor Class):
Financial Statements comprised of the following items
are incorporated in the Statement of Additional
Information by reference to the Annual Report to
Shareholders:
Report of Independent Accountants.
Schedule of Investments, October 31, 1997.
Statement of Assets and Liabilities, October 31,1997.
Statement of Operations for the period ended
October 31, 1997
Statement of Changes in Net Assets for the period
ended October 31, 1997. Financial Highlights for the
period ended October 31, 1997.
Notes to Financial Statements.
(b) Exhibits
(1) (i) Copy of Registrant's Declaration of Trust, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 11, 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 Post-Effective Amendment No. 11, 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 Amendment No. 4, is hereby
incorporated by reference.
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<PAGE>
(vi) Copy of Amendment No. 5 and Amendment No. 6 to Registrant's
Declaration of Trust, which were filed as an Exhibit to Registrant's
Post-Effective Amendment No. 8, are hereby incorporated by reference.
(viii) Copy of Amendment No. 7 to Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 11, is
hereby incorporated by reference.
(ix) Copy of Amendment No. 8 to Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 12, is
hereby incorporated by reference.
(x) Copy of Amendment No. 9 to Registrant's Declaration of Trust which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 15, is hereby
incorporated by reference.
(xi) Copy of Amendment No. 10 to Registrant's Declaration of Trust is filed
herewith.
(2) Copy of Registrant's By-Laws, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 11, 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 Post-Effective Amendment No. 11, is hereby
incorporated by reference.
(ii) Copy of Registrant's Management Agreement with Jenswold, King &
Associates, Adviser to Fountainhead Special Value Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 8, is hereby incorporated
by reference.
(iii) Copy of Registrant's Management Agreement with Advanced Investment
Technology, Inc., Adviser to AIT Vision U.S. Equity Portfolio, which was filed
as an Exhibit to Registrant's Post- Effective Amendment No. 11, 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
Post-Effective Amendment No. 11, is hereby incorporated by reference.
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<PAGE>
(v) Copy of Registrant's Management Agreement with Newport Investment
Advisors, Inc., Adviser to the MAXIM Contrarian Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 2, is hereby incorporated
by reference.
(vi) Copy of Registrant's Management Agreement with IMS Capital Management,
Inc., Adviser to the IMS Capital Value Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 2, is hereby incorporated by
reference.
(vii) Copy of Registrant's Management Agreement with Commonwealth Advisors,
Inc., Adviser to Florida Street Bond Fund and Florida Street Growth Fund, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 8, is
hereby incorporated by reference.
(viii) Copy of Registrant's Management Agreement with Corbin & Company,
Adviser to Corbin Small-Cap Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 8, is hereby incorporated by reference.
(ix) Copy of Registrant's proposed Management Agreement with Vuong Asset
Management Company, LLC, Adviser to MAI Enhanced Index Fund, MAI Growth & Income
Fund, MAI Aggressive Growth Fund, MAI High-Yield Income Fund, MAI Capital
Appreciation Fund and MAI Global Equity Fund (the "MAI Family of Funds"), which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 12, is
hereby incorporated by reference.
(x) Copy of Registrant's proposed Management Agreement with CWH Associates,
Inc., Advisor to Worthington Theme Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 10, is hereby incorporated by
reference.
(xi) Copy of Registrant's Management Agreement with Burroughs & Hutchinson,
Inc., Advisor to the Marathon Value Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 15, is hereby incorporated by
reference.
(xii) Copy of Registrant's proposed Management Agreement with The Jumper
Group, Inc., Adviser to the Jumper Strategic Reserve Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 13, is hereby incorporated
by reference.
(xiii) Copy of Registrant's proposed Management Agreement with Appalachian
Asset Management, Inc., Advisor to the AAM Equity Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 15, is hereby incorporated
by reference.
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<PAGE>
(6) (i) Copy of Registrant's Amended and Restated Underwriting Agreement
with AmeriPrime Financial Securities, Inc., which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 8, is hereby incorporated by
reference.
(ii) Copy of Registrant's proposed Underwriting Agreement with AmeriPrime
Financial Securities, Inc. and OMNI Financial Group, LLC, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 12, is hereby incorporated
by reference.
(7) Bonus, Profit Sharing, Pension or Similar Contracts for the benefit of
Directors or Officers - None.
(8) (i) Copy of Registrant's Agreement with the Custodian, Star Bank, N.A.,
which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 11,
is hereby incorporated by reference.
(ii) Copy of Registrant's Appendix B to the Agreement with the Custodian,
Star Bank, N.A., which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 8, is hereby incorporated by reference.
(9) Copy of Registrant's Agreement with the Administrator, AmeriPrime
Financial Services, Inc., which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 11, is hereby incorporated by reference.
(10) Opinion and Consent of Brown, Cummins & Brown Co., L.P.A., which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 9, is hereby
incorporated by reference.
(11) Consent of McCurdy & Associates, C.P.A.'s Inc. is filed herewith.
(12) Financial Statements Omitted from Item 23 - None.
(13) Copy of Letter of Initial Stockholders, which was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 11, 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 (now the NewCap Contrarian Fund), which was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 1, is hereby incorporated by
reference.
(ii) Copy of Registrant's Rule 12b-1 Service Agreement for The MAXIM
Contrarian Fund (now the NewCap Contrarian Fund), which was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 1, is hereby incorporated by
reference.
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<PAGE>
(16) Schedules for Computation of Each Performance Quotation, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 12, is hereby
incorporated by reference.
(17) Financial Data Schedule - None.
(18) Rule 18f-3 Plan for the Carl Domino Equity Income Fund is filed
herewith.
(19) (i) Power of Attorney for Registrant and Certificate with respect
thereto, which were filed as an Exhibit to Registrant's Post- Effective
Amendment No. 5, are hereby incorporated by reference.
(ii) Powers of Attorney for Trustees and Officers which were filed as an
Exhibit to Registrant's Post-Effective Amendment No. 5, are hereby incorporated
by reference.
(iii) Power of Attorney for the Treasurer of the Trust, which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 8, is hereby
incorporated by reference.
Item 25. Persons Controlled by or Under Common Control with the Registrant
(As of March 19, 1998)
The Carl Domino Associates, L.P., Profit Sharing Trust may be
deemed to control the Carl Domino Equity Income Fund; U.S. Trust
Company of Florida, as Trustee of the Killian Charitable Remainder
Unitrust, may be deemed to control the AIT Vision U.S. Equity
Portfolio; and Cheryl and Kenneth Holeski may be deemed to control The
NewCap Contrarian Fund, as a result of their respective beneficial
ownership of those Funds.
Item 26. Number of Holders of Securities (as of March 19, 1998)
- -------- ------------------------------------------------------
Title of Class Number of Record
Holders
Carl Domino Equity Income Fund (Investor Class) 127
Carl Domino Equity Income Fund (Class A Shares) 0
Fountainhead Special Value Fund 105
AIT Vision U.S. Equity Portfolio 32
GLOBALT Growth Fund 118
NewCap Contrarian Fund 54
IMS Capital Value Fund 464
Florida Street Bond Fund 7
Florida Street Growth Fund 7
Corbin Small-Cap Value Fund 89
MAI Enhanced Equity Benchmark Fund 0
MAI Enhanced Growth and Income Fund 0
MAI Enhanced Aggressive Growth Fund 0
MAI Enhanced Income Fund 0
MAI Enhanced Capital Appreciation Fund 0
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MAI Enhanced Global Fund 0
Worthington Theme Fund 0
Marathon Value Fund 7
Jumper Strategic Reserve Fund 0
AAM Equity Fund 0
Item 27. Indemnification
(a) Article VI of the Registrant's Declaration of Trust provides for
indemnification of officers and Trustees as follows:
Section 6.4 Indemnification of Trustees, Officers, etc. Subject to and
except as otherwise provided in the Securities Act of 1933, as amended, and the
1940 Act, the Trust shall indemnify each of its Trustees and officers (including
persons who serve at the Trust's request as directors, officers or trustees of
another organization in which the Trust has any interest as a shareholder,
creditor or otherwise (hereinafter referred to as a "Covered Person") against
all liabilities, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and expenses, including
reasonable accountants' and counsel fees, incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or having been
such a Trustee or officer, director or trustee, and except that no Covered
Person shall be indemnified against any liability to the Trust or its
Shareholders to which such Covered Person would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office.
Section 6.5 Advances of Expenses. The Trust shall advance attorneys' fees
or other expenses incurred by a Covered Person in defending a proceeding to the
full extent permitted by the Securities Act of 1933, as amended, the 1940 Act,
and Ohio Revised Code Chapter 1707, as amended. In the event any of these laws
conflict with Ohio Revised Code Section 1701.13(E), as amended, these laws, and
not Ohio Revised Code Section 1701.13(E), shall govern.
Section 6.6 Indemnification Not Exclusive, etc. The right of
indemnification provided by this Article VI shall not be exclusive of or affect
any other rights to which any such Covered Person may be entitled. As used in
this Article 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
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<PAGE>
or otherwise under law, nor the power of the Trust to purchase and maintain
liability insurance on behalf of any such person.
The Registrant may not pay for insurance which protects the Trustees and
officers against liabilities rising from action involving willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of their offices.
(b) The Registrant may maintain a standard mutual fund and investment
advisory professional and directors and officers liability policy. The policy,
if maintained, would provide coverage to the Registrant, its Trustees and
officers, and could cover its Advisers, among others. Coverage under the policy
would include losses by reason of any act, error, omission, misstatement,
misleading statement, neglect or breach of duty.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
the Registrant pursuant to the provisions of Ohio law and the Agreement and
Declaration of the Registrant or the By-Laws of the Registrant, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Trust in the successful defense of any action, suit or proceeding)
is asserted by such trustee, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
A. Carl Domino Associates, L.P., 580 Village Boulevard, Suite 225, West
Palm Beach, Florida 33409, ("CDA"), adviser to the Carl Domino Equity Income
Fund, is a registered investment adviser.
(1) CDA has engaged in no other business during the past two fiscal years.
(2) The following list sets forth other substantial business activities of
the partners and officers of CDA during the past two years.
(a) Penn Independent Corp., a partner in CDA, is an insurance holding
company that operates a premium finance company, a surplus lines insurance
company and a wholesale insurance agency.
(b) James E. Heerin, Jr., an officer of CDA, is vice president and general
counsel of Penn Independent Corp. and an officer and
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<PAGE>
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
LBS Capital Management, Inc., 311 Park Place Blvd., Clearwater, Florida from
1989-1996.
(b) Nicholas Lopardo, a director of AIT, is the CEO of State Street Global
Advisors, Boston, Massachusetts.
(c) Bryan Stypul, CFO & Treasurer of AIT, was the comptroller for Terra
Comm Communications, Clearwater, Florida in 1996, and prior to that, the CEO of
Beacon Advisors, Treasure Island, Florida.
(d) Raymond L. Killian, a director of AIT, is the Chairman of the Board of
Investment Technology Group, Inc., 900 3rd Avenue, New York, New York.
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(e) Marc Simmons, a director of AIT, is a principal of State Street Global
Advisors.
(f) Alan Brown, a director of AIT, is the CIO of State Street Global
Advisors.
(g) John Snow, a director of AIT, is the managing director of State Street
Global Advisors. Prior to 1997, he was the president of NatWest Investment
Advisers, Boston Massachussetts.
D. GLOBALT, Inc., 3060 Peachtree Road, N.W., One Buckhead Plaza, Suite 225,
Atlanta, Georgia 30305 ("GLOBALT"), adviser to GLOBALT Growth Fund, is a
registered investment adviser.
(1) GLOBALT has engaged in no other business during the past two fiscal
years.
(2) The following list sets forth other substantial business activities of
the officers and directors of GLOBALT during the past two years.
(a) Gregory S. Paulette, an officer of GLOBALT, is the president of GLOBALT
Capital Management, a division of GLOBALT.
E. Newport Investment Advisors, Inc., 20600 Chagrin Boulevard, Suite 1020,
Shaker Heights, Ohio 44122 ("Newport"), adviser to The MAXIM Contrarian Fund, is
a registered investment adviser.
(1) Newport has engaged in no other business during the past two fiscal
years.
(2) The following list sets forth other substantial business activities of
the officers and directors of Newport during the past two years.
(a) Kenneth Holeski, president of Newport, is the vice president of Newport
Evaluation Services, Inc., a fiduciary consulting business at 20600 Chagrin
Boulevard, Shaker Heights, Ohio 44122, and a registered representative of WRP
Investments, Inc., 4407 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.
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(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 Florida Street Bond Fund and
the Florida Street Growth Fund, is a registered investment adviser.
(1) CommonWealth has engaged in no other business during the past two
fiscal years.
(2) The following list sets forth other substantial business activities of
the directors and officers of CommonWealth during the past two years.
(a) Walter A. Morales, President/Chief Investment Officer of CommonWealth
was the Director of an insurance/broadcasting corporation, Guaranty Corporation,
929 Government Street, Baton Rouge, Louisiana 70802 from August 1994 to February
1996. From September 1994 through the present, a registered representative of a
Broker/Dealer company, Securities Service Network, 2225 Peters Road, Knoxville,
Tennessee 37923. Beginning August 1995 through the present, an instructor at the
University of Southwestern Louisiana in Lafayette, Louisiana.
H. Corbin & Company, 1320 S. University Drive, Suite 406, Fort Worth, Texas
76107, ("Corbin"), Adviser to the Corbin Small-Cap Value Fund, is a registered
investment adviser.
(1) Corbin has engaged in no other business during the past two fiscal
years.
(2) The following list sets forth other substantial business activities of
the directors and officers of Corbin during the past two years - None.
I. Vuong Asset Management Company, LLC, 6575 West Loop South, Suite 110,
Houston, Texas 77401, ("VAMCO"), Adviser to the MAI Family of Funds, is a
registered investment adviser.
(1) VAMCO has engaged in no other business during the past two fiscal
years.
(2) The following list sets forth substantial business activities of the
directors and officers of VAMCO during the past two years.
(a) Qui Tu Vuong, the Chief Investment Officer and head of Equity Asset
Management of VAMCO, is the Chief Executive Officer of Vuong & Co., LLC, a
holding company at 6575 West Loop South #110, Bellaire, Texas 77401; and Sales
Manager/Equities Regulation Representative of Omni Financial Group, LLC, a
securities brokerage company at 6575 West Loop South #110, Bellaire, Texas
77401; and President of Oishiicorp, Inc., an investment advising corporation at
6575 West Loop South #110, Bellaire, Texas 77401; and Managing General Partner
of Sigma Delta Capital Appreciation Funds, LP, an
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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 corporation at 6575 West Loop
South #170, Bellaire, Texas 77401.
(b) Quyen Ngoc Vuong, President, Chairman and Chief Financial Officer of
VAMCO, is the Manager of Vuong & Company, LLC, and Manager of Omni Financial
Group, LLC.
(c) Canh Viet Le, Manager of VAMCO, is the Manager of Vuong and Company,
LLC, and was Co-Founder and Chief Financial Officer of Tribe Computer Works, a
manufacturing network in Alameda, California from April, 1990 through January,
1996.
J. CWH Associates, Inc., 200 Park Avenue, Suite 3900, New York, New York
10166, ("CWH"), Advisor to the Worthington Theme Fund, is a registered
investment Advisor.
(1) CWH has engaged in no other business during the past two fiscal years.
(2) The following list sets forth other substantial business activities of
the directors and officers of CWH during the past two years. Andrew M. Abrams,
the Chief Operating Officer of CWH, is a General Partner of Abrams Investment
Partners, L.P., an investment limited partnership at 200 Park Avenue, Suite
3900, New York, New York 10166.
K. Burroughs & Hutchinson, Inc., 702 West Idaho Street, Suite 810, Boise,
Idaho ("B&H"), advisor to Marathon Value Fund, is a registered investment
adviser.
(1) B&H 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 B&H during the past two years. Mark R. Matsko,
Vice President and Director of B&H, was a broker with D.A. Davidson & Co., a
broker/dealer in Boise, Idaho, from 1994 to 1996.
L. The Jumper Group, Inc., 1 Union Square, Suite 505, Chattanooga,
Tennessee 37402, ("Jumper"), Advisor to the Jumper Strategic Reserve Fund, is a
registered investment advisor.
(1) Jumper has engaged in no other business during the past two fiscal
years.
(2) The following list set forth other substantial business activities of
the directors and officers of Jumper during the past two years - None.
-22-
<PAGE>
M. Appalachian Asset Management, Inc., 1018 Kanawha Blvd., East, Suite 209,
Charleston, WV 25301 ("AAM"), advisor to AAM Equity Fund, is a registered
investment advisor.
(1) AAM 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 AAM during the past two years - None.
Item 29. Principal Underwriters
A. AmeriPrime Financial Securities, Inc., is the
Registrant's principal underwriter. Kenneth D.
Trumpfheller, 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, is the President, Secretary
and Treasurer of the underwriter and the President
and a Trustee of the Registrant.
B. Omni Financial Group, LLC ("OMNI") acts as
co-distributor, along with AmeriPrime Financial
Securities, Inc., of the MAI Family of Funds. Qui T.
Vuong, Quyen N. Vuong and Diep N. Vuong, each of
whose principal business address is 6575 West Loop
South, Suite 125, Bellaire, Texas 77401, are the
managers of OMNI, and they hold no offices or
position with the Registrant.
Item 30. Location of Accounts and Records
Accounts, books and other documents required to be maintained
by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder will be maintained by the
Registrant at 1793 Kingswood Drive, Suite 200, Southlake,
Texas 76092 and/or by the Registrant's Custodian, Star Bank,
N.A., 425 Walnut Street, Cincinnati, Ohio 45202, and/or
transfer and shareholder service agent, American Data
Services, Inc., Hauppauge Corporate Center, 150 Motor Parkway,
Hauppauge, New York 11760.
Item 31. Management Services Not Discussed in Parts A or B
None.
Item 32. Undertakings
(a) Not Applicable.
(b) The Registrant hereby undertakes to furnish each
person to whom a prospectus is delivered with a copy
of the Registrant's latest applicable annual report
to shareholders, upon request and without charge.
-23-
<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 29th day of April,
1998.
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 April 29, 1998
Gary E. Hippenstiel, Trustee
<PAGE>
EXHIBIT INDEX
EXHIBIT
1. Amendment No. 10 to Declaration of Trust.......................EX-99.B1
2. Consent of McCurdy & Associates...............................EX-99.B11
3. Rule 18f-3 Plan...............................................EX-99.B18
<PAGE>
AmeriPrime Funds Amendment No. 10
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
a. establish two new series of shares of the Trust and designate such
series the "Jumper Strategic Reserve Fund" and the "AAM Equity Fund" (the
"Series");
b. establish two new classes of shares of the Carl Domino Equity Income
Fund (the "Fund") and designate such classes "Class A" and "Investor Class;" and
c. redesignate and reclassify the issued and outstanding shares of the Carl
Domino Equity Income Fund as Investor Class shares.
2. 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.
3. 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
Date: April 7, 1998
ASA02E29-040398-2
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the use in this Post-Effective Amendment No. 16 to the
AmeriPrime Funds' Registration Statement on Form N-1A of our report dated
November 17, 1997 on the financial statements of the AmeriPrime Funds and the
Financial Highlights included in the Prospectus and to the references made to us
under the caption "Financial Highlights" and "Auditors" included in each
Prospectus and under the caption "Accountants" included in the Statement of
Additional Information.
/s/
McCurdy & Associates CPA's, Inc.
Westlake, Ohio
April _____, 1998
<PAGE>
AMERIPRIME FUNDS
MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
FOR THE CARL DOMINO EQUITY INCOME FUND
This Multiple Class Plan (the "Plan") is adopted in accordance with Rule
18f-3 (the "Rule") under the Investment Company Act of 1940, as amended (the
"Act") by the AmeriPrime Funds (the "Trust") on behalf of Carl Domino Equity
Income Fund, a series of the Trust. A majority of the Trustees, including a
majority of the Trustees who are not interested persons of the Trust (as defined
in the Act), having determined that the Plan is in the best interests of each
class of the Fund individually, the Fund and the Trust as a whole, have approved
the Plan.
The provisions of the Plan are:
1. General Description Of Classes. Each class of shares of the Fund shall
represent interests in the same portfolio of investments of the Fund. There
currently are two classes designated: Class A and Investor Class.
a. Class A shares of the Fund are offered and sold subject to
a maximum initial sales charge of 4.75%. The initial sales
charge for the Class A shares of the Fund may be waived
for certain eligible purchasers, as may be determined from
time to time by the Trustees of the Trust. Class A shares
of the Fund acquired through reinvestment of dividends or
distributions of short term or long term capital gains are
not subject to the initial sales charge.
b. Investor Class shares are offered and sold at net asset
value without an initial sales charge or contingent
deferred sales charge.
2. Expense Allocations To Each Class.
a. Certain expenses may be attributable to a particular class
of shares of the Fund ("Class Expenses"). Class Expenses
are charged directly to net assets of the class to which
the expense is attributed and are borne on a pro rata
basis by the outstanding shares of that class. Class
Expenses may include:
(i) expenses incurred in connection with a meeting of
shareholders; (ii) litigation expenses; (iii) printing and
postage expenses of shareholders reports, prospectuses and
proxies to current shareholders of a specific class;
(iv) expenses of administrative personnel and
services required to support the shareholders of
a specific class;
(v) transfer agent fees and shareholder servicing
expenses; and (vi) such other expenses incurred by or
attributable to a specific class.
ASA02EFD-040198-0
<PAGE>
b. All other expenses of the Fund are allocated to each class
on the basis of the net asset value of that class in
relation to the net asset value of the Fund.
Notwithstanding the foregoing, the distributor or adviser
of the Fund may waive or reimburse the expenses of a
specific class or classes to the extent permitted under
the Rule.
3. Class Designation. Subject to the approval by the Trustees of the Trust,
the Fund may alter the nomenclature for the designations of one or more of its
classes of shares.
4. Additional Information. This plan is qualified by and subjected to
the terms of the then current Prospectus for the applicable class
of shares; provided, however, that none of the terms set forth in
any such Prospectus shall be inconsistent with the terms of this
Plan. The Prospectus for each class contains additional
information about the class and the Fund's multiple class
structure.
5. Effective Date. This Plan is effective on April 7, 1998. This Plan
may be terminated or amended at any time by a majority of the
Trustees, including a majority of the Trustees who are not
interested persons of the Trust (as defined in the Act).
<PAGE>