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. 21 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. 22 /X /
(Check appropriate box or boxes.)
AmeriPrime Funds - File Nos. 33-96826 and 811-9096
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092
(Address of Principal Executive Offices) Zip Code
Registrant's Telephone Number, including Area Code: (817) 431-2197
Kenneth Trumpfheller, 1793 Kingswood 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
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
2434 1/19/99
<PAGE>
AmeriPrime Funds
CROSS REFERENCE SHEET
FORM N-1A
FOR JUMPER STATEGIC ADVANTAGE FUND
ITEM SECTION IN PROSPECTUS
1.............................. Cover Page
2.............................. Summary of Fund Expenses, Supplement to
Prospectus
3.............................. Performance Information
4.............................. The Fund, Investment Objective, Investment
Strategies, Other Investment Practices and
Limitations, Operation of the Fund, General
Information
5.............................. Operation of the Fund
5A............................. None
6.............................. Cover Page, Dividends and Distributions,
Taxes, Operation of the Fund, General
Information, How to Redeem Shares,
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.............................. Other Investment Practices and Limitations
SECTION IN STATEMENT OF
ITEM ADDITIONAL INFORMATION
10.............................. Cover Page
11.............................. Table of Contents
12.............................. None
13.............................. Additional Information About Fund
Investments and Risk Considerations,
Investment Limitations
14.............................. Trustees and Officers
15.............................. None
16.............................. The Investment Adviser, Custodian, Transfer
Agent, Accountants
17.............................. Portfolio Transactions and Brokerage
18.............................. Description of the Trust
19.............................. Determination of Share Price
20.............................. None
21.............................. Distributor
22.............................. Investment Performance
23.............................. None
JUMPER STRATGEGIC ADVANTAGE FUND
SUPPLEMENT DATED __________, 1999 To
PROSPECTUS DATED ___________, 1998
Effective _______,1999, the Jumper Strategic Advantage Fund began
offering two classes of shares. All shares outstanding prior to that date were
redesigned "Institutional Class" shares by the Board of Trustees. This
Supplement to the Prospectus provides information about the "Institutional
Class" and the "Investor Class" and describes the difference between the
classes. The expense information for the Investor Class and Institutional Class
shares is based on estimated amounts for the current fiscal year.
Replace the operating expense table on page ___ with the following:
<TABLE>
<S> <C> <C>
Investor Class Institutional Class
<CAPTION>
Annual Fund Operating Expenses (as a percentage of average net assets)1
Management Fees........................................................0.75%........................0.75%
12b-1 Charges..........................................................0.25%........................none
Other Expenses 2 ............................................ .......0.00%........................0.00%
Total Fund Operating Expenses 1........................................1.00%........................0.75%
</TABLE>
1 The Fund's total operating expenses are equal to the management fee paid to
the Adviser (plus the 12b-1 charges, if applicable) because the Adviser pays all
operating expenses of the Fund except brokerage, taxes, interest, 12b-1 charges,
fees and expenses of non-interested person trustees and extraordinary expenses.
2 The Fund estimates that other expenses (fees and expenses of the trustees who
are not "interested persons" as defined in the Investment Company Act) will be
.00032 of 1% of average net assets for the first fiscal year.
Replace the expense example on page __ with the following:
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
Investor Class $10 $32
Institutional Class $8 $24
Read the following in conjunction with the sections titled "The Fund" on page
___ and "Shareholder Rights" on page __:
The Fund currently offers two classes of shares: "Institutional Class"
shares and "Investor Class" shares. The classes differ as follows: 1) Investor
Class shares pay 12b-1 expenses of 0.25%, and 2) each class may bear differing
amounts of certain class specific expenses.
Replace the first paragraph of the section titled "How To Invest In The Fund" on
page __ with the following:
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 the applicable minimum
initial investment. 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.
The minimum initial investment for Investor Class shares is $5,000
($2,000 for IRAs and other retirement plans). The minimum initial investment for
Institutional Class shares is $5 million. The minimum subsequent investment is
$100.
The Advisor may waive the minimum initial investment amount . The
minimum initial investment amount will be waived for the following investors:
Banks, bank or broker-affiliated trust departments and savings and loan
association, in their fiduciary capacity or for their own accounts. To the
extent permitted by regulatory authorities, a bank trust department may
charge fees to clients for whose account it purchases shares.
Federal and state credit unions.
Investors purchasing through a broker dealer or other financial
institution authorized by the Distributor to hold shares in an omnibus
account. Investors may be charged a fee by the broker/dealer or other
financial institution for this service.
Investors purchasing through certain broker/dealer wrap fee investment
programs.
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 and
service providers to the Trust, including members of the immediate family
of such individuals and employee benefit plans established by such
entities.
Clients of the Adviser, including members of the immediate family of such
individuals.
When purchasing shares, specify which Class you are purchasing. All
purchase orders that fail to specify a Class will automatically be invested in
Investor Class shares. The differing 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.
Add the following section:
DISTRIBUTION PLAN
The Investor Class has adopted a plan, pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "Plan"), which permits the Fund to pay for
certain distribution and promotion expenses related to marketing Investor Class
shares. The amount payable by Investor Class shares is 0.25% of average daily
net assets for the year. Expenditures pursuant to the Plan and related
agreements may reduce current yield after expenses.
Under the Plan, the Fund may, directly or indirectly, engage in any
activities related to the distribution of Investor Class shares of the Fund
("Shares"), including without limitation the following: (a) payments, including
incentive compensation, to securities dealers or other financial intermediaries,
financial institutions, investment advisors and others that are engaged in the
sale of Shares, or that may be advising shareholders of the Trust regarding the
purchase, sale or retention of Shares; (b) expenses of maintaining personnel
(including personnel of organizations with which the Trust has entered into
agreements related to the Plans) who engage in or support distribution of
Shares; (c) costs of preparing, printing and distributing prospectuses and
statements of additional information and reports of the Fund for recipients
other than existing shareholders of the Fund; (d) costs of formulating and
implementing marketing and promotional activities, including, but not limited
to, sales seminars, direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; (e) costs of preparing, printing and
distributing sales literature; (f) costs of obtaining such information, analyses
and reports with respect to marketing and promotional activities as the Trust
may, from time to time, deem advisable; and (g) costs of implementing and
operating the Plan.
Replace the fourth paragraph of the section titled "Operation of the Fund" on
page __ with the following:
The Fund is authorized to pay the Advisor a fee equal to 0.75% of its
average daily net assets. Unlike most other mutual funds, the management fees
paid by the Fund to the Advisor include transfer agency, pricing, custodial,
auditing and legal services, and general administrative and other operating
expenses. The Advisor pays all of the operating expenses of the Fund except
brokerage, taxes, interest, expenses which the Fund is authorized to pay
pursuant to the Distribution Plan, fees and expenses on non-interested person
trustees and extraordinary expenses.
Read the following in conjunction with the sections titled "The Fund" on page
___ and "Shareholder Rights" on page __:
As of __________, 1999, ___________________ may be deemed to control
the Fund as a result of its beneficial ownership of shares of the Fund.
THE JUMPER STRATEGIC ADVANTAGE FUND
PROSPECTUS July 15, 1998
One Union Square
Suite 505
Chattanooga, TN 37402
For Information, Shareholder Services and Requests:
(888) 879-5723
The Jumper Strategic Advantage Fund (AFund@) seeks a greater total return than
may generally be earned in money market funds while attempting to limit general
market risk. The Fund is not a money market fund, an investment in the Fund may
be subject to losses, and the Fund=s net asset value per share will fluctuate.
The Advisor will manage a portfolio consisting primarily of short term fixed
income securities, underlying funds commonly referred to as Ahedge funds,@ and
"market neutral" mutual funds. The underlying funds are not subject to the same
regulatory oversight and investment restrictions that mutual funds are.
The Fund may be suitable for sophisticated investors wishing to limit general
market risk but willing to accept security selection risk for an opportunity to
achieve a total return exceeding that earned by money market funds investing
primarily in investment grade cash instruments. The Fund may experience losses
if the Advisor is not successful in limiting market risk, selecting appropriate
securities to purchase and appropriate securities to sell short, and selecting
appropriate underlying funds and mutual funds to invest in. In addition, the
Fund may employ certain strategic investment strategies which could also expose
the Fund to losses.
The Jumper Strategic Advantage 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 a separate series of 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 dated July 15, 1998, which is incorporated herein by reference and
can be obtained without charge by calling the Fund at the phone number listed
above.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
SUMMARY OF FUND EXPENSES
The tables below are provided to assist an investor in understanding
the direct and indirect expenses that an investor may incur as a shareholder in
the Fund. The expense information is based on estimated amounts for the current
fiscal year. The expenses are expressed as a percentage of average net assets.
The Example should not be considered a representation of future Fund performance
or expenses, both of which may vary.
Shareholders should be aware that the Fund is a no-load fund and,
accordingly, a shareholder does not pay any sales charge or commission upon
purchase or redemption of shares of the Fund. Unlike most other mutual funds,
the Fund does not pay directly for transfer agency, pricing, custodial, auditing
or legal services, nor does it pay directly any general administrative or other
significant operating expenses. The Advisor pays all of the expenses of the Fund
except brokerage, taxes, interest, fees and expenses of non-interested person
trustees and extraordinary expenses.
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 0.75%
12b-1 Charges None
Other Expenses2 0.00%
Total Fund Operating Expenses 0.75%
1 The Fund's total operating expenses are equal to the management fee
paid to the Advisor because the Advisor pays all of the Fund's
operating expenses (except as described in footnote 2).
2 The Fund estimates that other expenses (fees and expenses of the
trustees who are not "interested persons" as defined in the Investment
Company Act) will be .00032 of 1% of average net assets for the first
fiscal year.
The tables above are provided to assist an investor in understanding
the direct and indirect expenses that an investor may incur as a shareholder in
the Fund.
Example
You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period:
1 year ...........................................$ 8
3 years ..........................................$24
<PAGE>
THE FUND
The Jumper Strategic Advantage Fund (the "Fund") was organized as a
series of AmeriPrime Funds, an Ohio business trust (the "Trust"), on February
26, 1998, and commenced operations on July 15, 1998. This prospectus offers
shares of the Fund and each share represents an undivided, proportionate
interest in the Fund. The investment advisor to the Fund is The Jumper Group,
Inc. (the "Advisor").
INVESTMENT OBJECTIVE
The Fund seeks a greater total return than may generally be earned in
money market funds while attempting to limit general market risk. The Fund is
not a money market fund, an investment in the Fund may be subject to losses, and
the Fund=s net asset value per share will fluctuate. Of course, there can be no
assurance that the Fund will achieve its investment objective.
The Advisor will manage a portfolio consisting primarily of short term
fixed income securities, underlying funds commonly referred to as Ahedge funds,@
and "market neutral" mutual funds. A market neutral fund is a mutual fund that
pursues a market neutral investment strategy. The underlying funds are not
subject to the same regulatory oversight and investment restrictions that mutual
funds are.
The Fund may be suitable for sophisticated investors wishing to limit
general market risk but willing to accept security selection risk for an
opportunity to achieve a total return exceeding that earned by money market
funds investing in investment grade cash instruments. The Fund may experience
losses if the Advisor is not successful in limiting market risk, selecting
appropriate securities to purchase and appropriate securities to sell short, and
selecting appropriate underlying funds and mutual funds to invest in.
The Fund=s investment strategies and portfolio investments will differ
from those of most other mutual funds. The Advisor seeks rigorously to identify
favorable investment opportunities in underlying funds that other investors may
not have identified and may be unable to invest in..
During normal market conditions the Fund invests primarily in domestic,
investment grade, short-term fixed income securities and underlying funds
pursuing market neutral investment strategies (or which when combined in a
portfolio the Advisor believes will result in market neutrality for the
underlying funds)(see AMarket Neutral Investing@ below). The Fund may also
invest without limitation in other mutual funds pursuing market neutral
investment strategies. The Advisor may seek to further the Fund=s investment
objectives by engaging in strategic investment techniques.
INVESTMENT STRATEGY
The Fund's investment portfolio is built around a core of selected
underlying funds and market neutral mutual funds selected by the Advisor based
upon their ability to perform well in any market environment; including rising
or falling stock markets and rising or falling interest rates. The Fund
anticipates that the underlying funds selected as core investments will be held
long term and substantially contribute to the Fund=s gains and losses.
Underlying funds and market neutral mutual funds selected as core investments
may seek to achieve market neutrality through the use of strategic transactions,
including short selling, futures contracts, and options. The Fund may also
invest in underlying funds which do not directly pursue a market neutral
strategy, but which may contribute to the Fund=s overall market neutrality when
added to the Fund=s existing portfolio. Due to legal limitations, product
availability, pricing issues, and the need to maintain adequate liquidity, the
Fund may be limited in the amount of its assets which it may invest in suitable
underlying funds.
In addition to the core of selected underlying funds and market neutral
mutual funds, the Fund will generally invest in short-term (maturing or having
coupons which reset in three years or less) investment grade fixed income
securities including, but not limited to, securities issued by the U.S.
Government or its agencies, commercial paper, certificates of deposit, floating
rate securities, asset-backed securities, and repurchase agreements. The only
fixed income securities which the Fund will invest in are those earning one of
the four highest ratings by Moody=s Investor=s Services (Aaa, Aa, A, Baa) or by
Standard & Poor=s Corporation (AAA, AA, A, BBB), or if unrated by either of
these services, which the Advisor believes to be of comparable credit quality.
Investments in the fourth credit category may have speculative characteristics
and, therefore, may involve higher risks. If a fixed income security which the
Fund owns is downgraded below investment grade, then the Fund will dispose of
the security in an orderly fashion, unless the Board of Trustees finds that
disposal of the security would not be in the best interests of the Fund. The
Fund's investments in short term fixed income securities will be subject to
market risk (if interest rates increase, the value of those securities will
decrease).
The Fund may also engage in strategic transactions using derivative
securities designed to preserve principal, hedge market risks or enhance the
market neutrality of the Fund.
Market Neutral Investing. The goal of market neutral investing is to
achieve consistent real returns which are indifferent to stock and bond market
direction, usually by simultaneously establishing equal weightings in long and
short positions. If successful, investors will earn a total return which is
approximately 1% (100 basis points) above that earned on general purpose money
market funds, regardless of whether the general markets rise or fall. Because of
its investments in short term fixed income securities, the Fund will not be
entirely market neutral.
A market neutral investment strategy is not risk free. While an
investor=s returns would not be influenced by the rise or fall of the general
market, the investor would experience gains or losses depending upon the
manager=s ability to purchase a portfolio of long securities which will increase
in value more (or decline less) than a companion portfolio of securities which
the manager has sold short.
The typical investor owning a diversified portfolio of stocks and bonds
experiences both general market risk and security selection risk. The typical
investor makes money when the general market rises and loses money when the
general market falls. This is general market risk. A manager=s success or
failure to select specific stocks and bonds which will outperform the general
market is security selection risk.
The market neutral investor seeks to limit market risk and retain only
security selection risk. The investor=s gains or losses will depend not on the
direction of the general market but upon the manager=s ability to construct a
portfolio of long securities which will increase in value more (or decline less)
than a companion portfolio of securities which the manager has sold short. If
the manager is not successful, then the investor may experience losses
regardless of whether the general market is rising or falling.
The market neutral investor must also accept the risk that the manager
will not be able to maintain a market neutral portfolio. If the manager is not
successful in balancing the long and short portfolios, then the investor will
experience gains or losses as the general market rises or falls. If the general
market were rising and the long portfolio were overweighted, the investor would
experience gains. Conversely, if the general market were rising and the short
portfolio were overweighted, the investor would experience losses. If the
general market were falling then the investor=s gains and losses based upon
whether the long or short portfolio were overweighted would be reversed.
Maintaining long and short portfolios equal in value requires constant
vigilance by the manager. Adjusting the portfolios may lead to higher turnover,
leading to increased brokerage commissions, short term gains and losses, and
potentially taxes due on net capital gains. All of these factors may decrease
the Fund=s total return.
The success of a market neutral investment strategy depends upon
correctly assessing the future course of a relationship between the price
movement of securities purchased long and those sold short. There is no
assurance that either the Advisor, or the underlying funds in which the Fund
invests will be able to do so. While the Fund generally will attempt to remain
market neutral, a substantial risk remains that such techniques will not always
be possible to implement, and when possible, will not always be effective in
limiting losses. There can be no assurance the Fund will be able to outperform
money market funds or that the Fund will avoid losses. In addition, it should be
noted that the Advisor has not previously managed assets organized as a mutual
fund, that the Advisor has not previously managed accounts investing in
underlying funds and that the Fund has no operating history. Rates of total
return quoted by the Fund may be higher or lower than past quotations, and there
can be no assurance that any rate of total return will be maintained.
Underlying funds. The Fund may invest in domestic and foreign pooled
investment companies which invest principally in domestic fixed income and
equity securities. Underlying funds are sometimes referred to as Ahedge funds@
or Aoffshore funds@. Underlying funds are usually structured to avoid the
regulatory review which mutual funds are subject to. The Fund will not invest in
underlying funds which invest primarily in commodities, foreign securities, or
currencies. While most underlying funds selected by the Advisor are expected to
pursue market neutral investment strategies, the Fund may invest in other
underlying funds which do not pursue market neutral investment strategies which
may contribute to the Fund=s overall market neutrality when added to the Fund=s
existing portfolio. Underlying funds are prohibited from publicly advertising in
the United States and may be purchased directly only by wealthy individuals and
institutional investors. Underlying funds typically impose restrictions on when
an investor may redeem its interests and no organized public market exists to
dispose of the interests. Like other illiquid securities, investments in
underlying funds are more difficult to value than are traditional stocks and
bonds. The Fund has established special valuation procedures dealing
specifically with underlying funds.
Underlying funds are not subject to many of the investment limitations
imposed by federal law on mutual funds and thus may engage in a broader array of
investment strategies. These investment strategies may include, but are not
limited to, leveraging, lack of diversification, extensive use of derivative
securities, investments in foreign markets, and rapid trading of portfolio
securities. This greater flexibility increases both the potential returns and
risks of investments in underlying funds.
Much of the success of the Fund will depend on the Advisor=s ability to
identify and invest in underlying funds which will successfully pursue market
neutral investment strategies and deliver the desired total returns. The Fund
may invest either in established underlying funds or in underlying funds which
have recently been formed and have not yet established a track record. The
Advisor will select underlying funds based upon its assessment of the investment
strategies pursued by those funds. However, there is no assurance that the
underlying funds selected will perform up to the Advisor=s expectations.
Moreover, the underlying funds may not continue to pursue the investment
strategies which the Advisor believed they would when making the decision to
invest.
Underlying funds often pay their advisers an advisory fee which is
based upon the fund=s performance. The adviser is rewarded for superior
performance by receiving higher fees. These fees may be substantially higher
than those typically earned by mutual fund advisers. The return which the Fund
earns on its investment in underlying funds will be reduced by fees which the
underlying funds pay to their advisers. To the extent that the Fund invests its
assets in underlying funds, Fund shareholders will be paying an additional layer
of advisory fees.
Most domestic underlying funds are organized as limited partnerships
which issue both limited and general partnership interests. Many foreign
underlying funds, and some domestic underlying funds are organized as business
trusts, corporations, or other legal entities. When investing in underlying
funds, the Fund only purchases the limited interest of a limited partnership (or
the equivalent interest in a business trust or other entity), which provides
some protection in the event the particular underlying fund experiences
financial difficulties.
Underlying funds typically impose restrictions on when an investor may
redeem its interests and no organized public market exists to dispose of the
interests. As a result investments in underlying funds are usually illiquid. The
Fund limits its total investments in all illiquid securities, including
underlying funds (and over the counter options), to no more than 15% of its net
assets. The Fund may negotiate redemption privileges with underlying funds which
improve their liquidity. If such redemption privileges are negotiated, the Fund
may treat investments in such underlying funds as liquid investments pursuant to
liquidity procedures which are periodically reviewed by the Board of Trustees.
Subject to liquidity requirements, the Fund could invest up to 100% of its
assets in underlying funds if it did not purchase more than 3% of the total
market value of any single underlying fund. If, however, the Fund desires to
make a more substantial investment in a smaller underlying fund, then,
immediately after the purchase of an interest in a smaller underlying fund the
Fund will not:
(i) own more than 3% of the total outstanding voting securities of the
underlying fund (the Fund typically purchases limited partnership interests,
which do not have voting rights):
(ii) invest more than 5% of its total assets in a single underlying
fund; or
(iii) invest more than 10% of its total assets in all underlying funds
combined .
In addition, the Fund is subject to the portfolio diversification
requirements described later in this prospectus.
Leveraging. Despite the relatively small investment in underlying
funds, the Advisor expects that they will have a disproportionate impact on the
Fund=s investment performance due to the highly leveraged nature of underlying
funds= investment strategies. The investment results earned by the Fund will
depend in a large degree upon the Advisor=s ability to select appropriate
underlying funds.
Long-Term Fixed Income Securities and Equity Securities. While the Fund
will not invest directly in long-term fixed income or equity securities, the
underlying funds in which the Fund invests will own these securities and the
Fund will be exposed to market risk. Investment in fixed income and equity
securities are subject to inherent market risks beyond the control of the
Advisor or the underlying funds. As a result, the return and net asset value of
the Fund will fluctuate.
The underlying funds may invest in an unlimited array of domestic
fixed income securities including U.S. Government and agency bonds, investment
grade and non-investment grade corporate bonds, asset-backed securities, and
lower rated fixed income securities (AJunk Bonds@). Fixed income securities,
including both investment grade and high yield bonds, are subject to price
fluctuations based on changes in the level of interest rates, which will
generally result in these securities changing in price in the opposite
direction. That is, these securities will experience appreciation when interest
rates decline and will depreciate when interest rates rise. In addition,
specific fixed income securities are subject to many other risks, including
pre-payment risks for asset-backed securities, call risk for callable bonds,
credit downgrades for corporate bonds, and default risk for Junk Bonds.
The underlying funds may invest in an unlimited array of domestic
equity securities including common stock, preferred stock, convertible stocks
and bonds, and warrants to purchase equity securities. Equity securities may
fluctuate in value due to earnings, economic conditions, quality ratings,
interest rates and other factors. For example, an underlying fund may invest in
small companies. Small companies present special risks, including difficulties
in obtaining the capital necessary to continue in operation and may become
insolvent, which may result in a complete loss of the underlying fund=s
investment in such companies. Or an underlying fund may purchase equity
securities in private placements, making it difficult to dispose of shares when
it may otherwise be advisable.
Foreign Securities. The Fund invests in underlying funds which invest
principally in domestic fixed income and equity securities. The underlying funds
may invest a portion of their assets in foreign securities. Investments in
foreign securities, whether in emerging or more developed countries, are subject
to risks and uncertainties not typically associated with investments in domestic
securities. These risks and uncertainties include currency exchange rates and
exchange control regulations, less publicly available information, different
accounting and reporting standards, less liquid markets and more volatile
markets, higher brokerage commissions and other fees, the possibility of
nationalization or expropriation, confiscatory taxation, political instability
and less protection provided by the judicial system.
Market Neutral Mutual Funds. The Fund may invest in other mutual funds
that pursue market neutral investment strategies. Much of the success of the
Fund will depend on the Advisor's ability to identify market neutral funds that
will successfully pursue market neutral investment strategies and deliver the
desired total returns. As is the case with the underlying funds, there is no
assurance that the mutual funds selected will perform well, or that the mutual
funds will continue to pursue the investment strategies which the Advisor
believed they would when making the decision to invest. If the Fund acquires
securities of another mutual fund, the shareholders of the Fund will be subject
to additional management fees and expenses.
Repurchase Agreements. Repurchase Agreements are agreements by which a
person obtains a security and simultaneously commits to return the security to
the seller at an agreed upon price (including principal and interest) on an
agreed upon date within a number of days from the date of purchase. The
custodian or its agent will hold the security as collateral for the repurchase
agreement. Collateral must be maintained at a value at least equal to 102% of
the purchase price. The Fund bears a risk of loss in the event the other party
defaults on its obligations and the Fund is delayed or prevented from its right
to dispose of the collateral securities or if the Fund realizes a loss on the
sale of the collateral securities. The Fund will enter into repurchase
agreements on behalf of the Fund only with financial institutions deemed to
present minimal risk of bankruptcy during the term of the agreement based on
guidelines established and periodically reviewed by the Advisor.
Strategic Investments. Both the Fund and the underlying funds may, but
are not required to, use various other investment strategies as described below.
These strategies are generally accepted as modern portfolio management
techniques and are regularly used by many mutual funds and other institutional
investors. Techniques and instruments may change over time as new instruments
and strategies are developed or regulatory changes occur. While pursuing these
investment strategies, the Fund may purchase and sell exchange-listed and
over-the-counter put and call options on securities, equity and fixed-income
indexes and other financial instruments; and financial futures contracts and
options thereon. In addition, the Fund may borrow securities and sell them short
to hedge against rising interest rates. Collectively, all the above, and other
transactions involving derivative instruments, are called strategic
transactions.
The Fund, and the underlying funds in which the Fund invests a portion
of its assets, may engage in strategic transactions for hedging, risk
management, or portfolio management purposes, or in an attempt to increase
investment returns. Strategic transactions may be used to attempt to protect
against possible changes in the market value of securities held in, or to be
purchased for, the portfolio. Such changes may result from securities markets
fluctuations. Strategic transactions may be used to attempt to protect
unrealized gains or prevent losses in the value of its portfolio securities, or
to establish a position using strategic transactions as a temporary substitute
for purchasing or selling particular securities. When used in an attempt to
increase investment returns, strategic transactions may result in leveraging of
the Fund=s exposure to market fluctuations, increasing the likelihood that the
Fund may incur a loss on the transaction.
Short-selling exposes the seller to unlimited risk with respect to the
security sold short due to the lack of an upper limit on the price to which a
security can rise. The ability of the Fund to use these strategic transactions
successfully will depend upon the Advisor=s ability to predict pertinent market
movements, which cannot be assured. Engaging in strategic transactions will
increase transaction expenses and may result in a loss that exceeds the
principal invested in the transaction. The Fund may sell short up to 100% of its
net assets. When selling securities short, regulatory requirements require the
Fund segregate liquid marketable securities on its books or with its custodian.
A detailed description of segregation requirements is provided in the Statement
of Additional Information.
Among other risks, futures contracts and options may not correlate
perfectly with the underlying security, resulting in an imperfect hedge; and a
secondary market may not always exist for the Fund=s investments in options,
making it difficult or impossible for the Fund to dispose of the futures
contract or option without recognizing a significant loss.
OTHER INVESTMENT PRACTICES AND LIMITATIONS
Temporary Defensive Investments. For temporary defensive purposes
during periods that, in the Advisor=s opinion, present the Fund with adverse
changes in the economic, political or securities markets, the Fund may seek to
protect the capital value of its assets by temporarily investing up to 100% of
its assets in short-term debt instruments including treasury bills, investment
grade commercial paper, certificates of deposit, or repurchase agreements.
Portfolio Turnover. The length of time the Fund has held a particular
security is not generally a consideration in investment decisions. It is the
policy of the Fund to effect portfolio transactions without regard to its
holding period if, in the judgment of the Advisor, such transactions are
advisable. Portfolio turnover generally involves some expense, including
brokerage commissions, dealer mark-ups or other transaction costs on the sale of
securities and reinvestment in other securities. Such sales may result in
realization of taxable capital gains. The portfolio turnover of the Fund is not
expected to exceed 100%, but volatile market conditions may lead to a much
higher portfolio turnover rate.
Borrowing and Leverage. As a fundamental policy that cannot be changed
without a vote by shareholders, the Fund may borrow up to 33 1/3% of its total
assets (reduced by the amount of all liabilities and indebtedness other than
such borrowings) when deemed desirable or appropriate by the Advisor. Such
borrowing may be used either to meet redemption requests or to purchase
additional portfolio securities, thereby leveraging the Fund=s investments. At
such times, the Fund= investment portfolio may appreciate or depreciate more
rapidly than an unleveraged portfolio. The Fund will pay interest upon the money
it borrows which will increase its operating expenses. Moreover, the Fund may be
forced to sell portfolio securities at unfavorable prices in order to repay the
borrowed money.
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 (usually 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.
The Funds' portfolio of securities are valued primarily on market
quotations, where available. Securities for which current market quotations are
not readily available, including the current market value of underlying funds,
are valued at fair value as determined in good faith by procedures approved by
the Funds' board of trustees. Short-term investments maturing in sixty days or
less are valued at amortized cost, which approximates fair market value.
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 $5,000 ($2,000 for IRAs and other retirement plans) and minimum
subsequent investments of $100. 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 The Jumper Strategic Advantage Fund, and sent to the address
listed below.
U.S. Mail: Overnight:
The Jumper Strategic Advantage Fund The Jumper Strategic Advantage Fund
c/o Unified Fund Services, Inc. c/o Unified Fund Services, Inc.
P.O. Box 6110 431 North Pennsylvania Street
Indianapolis, Indiana 46204-6110 Indianapolis, Indiana 46204
Your purchase of shares of the Fund will be effected at the next share price
calculated after receipt of your investment.
By Wire - You may also purchase shares of the Fund by wiring federal
funds from your bank, which may charge you a fee for doing so. If money is to be
wired, you must call the Transfer Agent at 888-879-5723 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: The Jumper Strategic Advantage Fund
D.D.A. # 488920992
Account Name _________________ (write in shareholder name)
For the Account # ______________ (write in account number)
You are required to mail a signed application to the Custodian at the
above address in order to complete your initial wire purchase. Wire orders will
be accepted only on a day on which the Fund, Custodian and Transfer Agent are
open for business. A wire purchase will not be considered made until the wired
money is received and the purchase is accepted by the Fund. Any delays which may
occur in wiring money, including delays which may occur in processing by the
banks, are not the responsibility of the Fund or the Transfer Agent. Shares may
be purchased through a broker dealer or other financial institution authorized
by the Distributor to hold shares in an omnibus account. Investors may be
charged a fee by the broker dealer or other financial institution for this
service. There is presently no fee for the receipt of wired funds, but the right
to charge shareholders for this service is reserved by the Fund.
Additional Investments
You may purchase additional shares of the Fund at any time (subject to
minimum investment requirements) by mail, wire, or automatic investment. Each
additional mail purchase request must contain your name, the name of your
account(s), your account number(s), and the name of the Fund. Checks should be
made payable to The Jumper Strategic Advantage Fund and should be sent to the
Custodian's address. A bank wire should be sent as outlined above.
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. Presently there is no charge for wire
redemptions; however, the Fund reserves the right to charge for this service.
Any charges for wire redemptions will be deducted from the shareholder's Fund
account by redemption of shares. Investors choosing to purchase or redeem their
shares through a securities dealer may be charged a fee by that institution.
By Mail - You may redeem any part of your account in the Fund at no charge
by mail. Your request should be addressed to:
The Jumper Strategic Advantage Fund
c/o Unified Fund Services, Inc.
P.O. Box 6110
Indianapolis, Indiana 46204-6110
"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 Unified Fund 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 (888) 879-5723. 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 (888) 879-5723. 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 $5,000 due to redemption, or such other
minimum amount as the Fund may determine from time to time. An involuntary
redemption constitutes a sale. You should consult your tax adviser concerning
the tax consequences of involuntary redemptions. A shareholder may increase the
value of his or her shares in the Fund to the minimum amount within the 30 day
period. Each share of the Fund is subject to redemption at any time if the Board
of Trustees determines in its sole discretion that failure to so redeem may have
materially adverse consequences to all or any of the shareholders of the Fund.
DIVIDENDS AND DISTRIBUTIONS
The Fund intends to distribute substantially all of its net investment
income as dividends to its shareholders on an annual basis, and intends to
distribute its net long term capital gains and its net short term capital gains
at least once a year.
Income dividends and capital gain distributions are automatically
reinvested in additional shares at the net asset value per share on the
distribution date. An election to receive a cash payment of dividends and/or
capital gain distributions may be made in the application to purchase shares or
by separate written notice to the Transfer Agent. Shareholders will receive a
confirmation statement reflecting the payment and reinvestment of dividends and
summarizing all other transactions. If cash payment is requested, a check
normally will be mailed within five business days after the payable date. If you
withdraw your entire account, all dividends accrued to the time of withdrawal,
including the day of withdrawal, will be paid at that time. You may elect to
have distributions on shares held in IRAs and 403(b) plans paid in cash only if
you are 59 1/2 years old or permanently and totally disabled or if you otherwise
qualify under the applicable plan.
TAXES
The Fund intends to qualify each year as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended. By so qualifying,
the Fund will not be subject to federal income taxes to the extent that it
distributes substantially all of its net investment income and any realized
capital gains.
For federal income tax purposes, dividends paid by the Fund from
ordinary income are taxable to shareholders as ordinary income, but may be
eligible in part for the dividends received deduction for corporations. Pursuant
to the Tax Reform Act of 1986 (the "Tax Reform Act"), all distributions of net
capital gains to individuals are taxed at the same rate as ordinary income. All
distributions of net capital gains to corporations are taxed at regular
corporate rates. Any distributions designated as being made from net realized
long term capital gains are taxable to shareholders as long term capital gains
regardless of the holding period of the shareholder.
The Fund will mail to each shareholder after the close of the calendar
year a statement setting forth the federal income tax status of distributions
made during the year. Dividends and capital gains distributions may also be
subject to state and local taxes. Shareholders are urged to consult their own
tax advisers regarding specific questions as to federal, state or local taxes
and the tax effect of distributions and withdrawals from the Fund.
On the application or other appropriate form, the Fund will request the
shareholder's certified taxpayer identification number (social security number
for individuals) and a certification that the shareholder is not subject to
backup withholding. Unless the shareholder provides this information, the Fund
will be required to withhold and remit to the U.S. Treasury 31% of the
dividends, distributions and redemption proceeds payable to the shareholder.
Shareholders should be aware that, under regulations promulgated by the Internal
Revenue Service, the Fund may be fined $50 annually for each account for which a
certified taxpayer identification number is not provided. In the event that such
a fine is imposed with respect to a specific account in any year, the Fund may
make a corresponding charge against the account.
PERFORMANCE INFORMATION
The Fund may advertise information regarding its performance including
its Ayield@, Aaverage annual total return@, and Atotal return@. The performance
figures are based upon historical results and are not intended to indicate
future performance.
The Ayield@ of the Fund is computed by dividing the net investment
income per share (a defined in applicable regulations of the Securities and
Exchange Commission) during a specified 30-day period by the net asset value per
share on the last day of such period. Yield is an annualized figure, in that it
assumes that the same level of net investment income is generated over a
one-year period. The yield formula annualizes net investment income by providing
for semi-annual compounding.
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 Atotal return@ of the Fund refers to the compounded rate of return
over a stated period that would equate an initial amount invested at the
beginning of the period to the ending redeemable value of the investment over
various periods. Total return is not annualized. The computation of total return
assumes no activity in the account other than reinvestment of dividends and
capital gains distributions. In addition, a table showing the performance of an
assumed investment of $10,000 may be used from time to time.
The Fund may also include in advertisements data comparing performance
with other mutual funds, including money market 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 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 cash
equivalent market in general. For example, the Fund may use the Donahue Money
Market Index, 90 day treasury bills, or other money market index published by an
independent third party.
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.
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 The Jumper Group, Inc. One Union Square
Suite 505, Chattanooga, TN 37402 (the "Advisor") to manage the Fund's
investments. The Advisor is an independent investment advisor that provides
fixed income management for both taxable and tax-exempt clients and currently
manages approximately $75 million in assets. The Fund is the first mutual fund
managed by the Advisor. The Advisor is a Tennessee corporation controlled by Jay
Colton Jumper, the President, Director and sole shareholder of the Advisor. Mr.
Jumper is primarily responsible for the day-to-day management of the Fund's
portfolio. Mr. Jumper has served as the Advisor's Chairman and President since
its founding in 1994. Mr. Jumper served with SunTrust Banks from 1988 to 1994 as
a Senior Trust Investment Officer. Since January, 1994, Mr. Jumper has been
president of The Jumper Group, Inc.
The Fund is authorized to pay the Advisor a fee equal to 0.75% of its
average daily net assets. The Advisor pays all of the operating expenses of the
Fund except brokerage, taxes, interest, fees and expenses on 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, including transfer agency,
pricing, custodial, auditing and legal services, and general administrative and
other operating expenses are paid by the Advisor.
The Fund retains AmeriPrime Financial Services, Inc. (the
"Administrator") to manage the Fund's business affairs and provide the Fund with
administrative services, including all regulatory reporting and necessary office
equipment, personnel and facilities. The Administrator receives a monthly fee
from the Advisor equal to an annual average rate of 0.10% of the Fund's average
daily net assets up to fifty million dollars, 0.075% of the Fund's average daily
net assets from fifty to one hundred million dollars and 0.050% of the Fund's
average daily net assets over one hundred million dollars (subject to a minimum
annual payment of $30,000). In addition, the Advisor will reimburse the
Administrator for organizational expenses advanced by the Administrator. The
Fund retains Unified Fund Services, Inc., 431 North Pennsylvania Street,
Indianapolis, Indiana 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.
Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc., and subject to its obligation of seeking best
qualitative execution, the Advisor may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute
portfolio transactions.
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.
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. Prior to the offering made by this Prospectus, Jay Jumper purchased for
investment all of the outstanding shares of the Fund. As a result, Jay Jumper
may be deemed to control the Fund.
Investment Advisor Administrator
The Jumper Group, Inc. AmeriPrime Financial Services, Inc.
One Union Square, Suite 505 1793 Kingswood Drive, Suite 200
Chattanooga, TN 37402 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 purchases and Independent Auditors
all redemption requests) McCurdy & Associates CPA's, Inc.
Unified Fund Services, Inc. 27955 Clemens Road
431 North Pennsylvania Street Westlake, Ohio 44145
Indianapolis, Indiana 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.
THE JUMPER STRATEGIC ADVANTAGE FUND
STATEMENT OF ADDITIONAL INFORMATION
___________________, 1999
This Statement of Additional Information is not a prospectus. It should
be read in conjunction with the Prospectus of The Jumper Strategic Advantage
Fund dated July 15, 1998 and the supplement to the Prospectus dated ________,
1999. A copy of the Prospectus and supplement can be obtained by writing he
Transfer Agent at 431 North Pennsylvania Street, Indianapolis, Indiana 46204, or
by calling 1-888-879-5723.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS PAGE
Description Of The Trust.......................................................1
Additional Information About Fund Investments And Risk Considerations..........1
Market Neutral Investment Strategies ..........................................3
Strategic Transactions.........................................................4
Investment Limitations .......................................................7
The Investment Advisor ........................................................8
Trustees And Officers..........................................................9
Portfolio Transactions And Brokerage..........................................10
Determination Of Share Price..................................................11
Investment Performance........................................................12
Custodian.....................................................................13
Transfer Agent................................................................13
Accountants...................................................................13
Distributor ..................................................................13
Financial Statements..........................................................13
<PAGE>
DESCRIPTION OF THE TRUST
The Jumper Strategic Advantage Fund (the "Fund") was organized as a
series of AmeriPrime Funds (the "Trust"). The Trust is an open-end investment
company established under the laws of Ohio by an Agreement and Declaration of
Trust dated August 8, 1995 (the "Trust Agreement"). The Trust Agreement permits
the Trustees to issue an unlimited number of shares of beneficial interest of
separate series without par value. The Fund is one of a series of funds
currently authorized by the Trustees.
Each share of a series represents an equal proportionate interest in
the assets and liabilities belonging to that series with each other share of
that series and is entitled to such dividends and distributions out of income
belonging to the series as are declared by the Trustees. The shares do not have
cumulative voting rights or any preemptive or conversion rights, and the
Trustees have the authority from time to time to divide or combine the shares of
any series into a greater or lesser number of shares of that series so long as
the proportionate beneficial interest in the assets belonging to that series and
the rights of shares of any other series are in no way affected. In case of any
liquidation of a series, the holders of shares of the series being liquidated
will be entitled to receive as a class a distribution out of the assets, net of
the liabilities, belonging to that series. Expenses attributable to any series
are borne by that series. Any general expenses of the Trust not readily
identifiable as belonging to a particular series are allocated by or under the
direction of the Trustees in such manner as the Trustees determine to be fair
and equitable. No shareholder is liable to further calls or to assessment by the
Trust without his or her express consent.
.........As of _____________, 1999, the following persons may be deemed to
beneficially own 5% or more of the Fund: _____________. As a result,
________________________________________ may be deemed to control the Fund. The
officers and Trustees as a group beneficially owned, as of _________________ __,
1999, less than 1% of the Fund.
Upon sixty days prior written notice to shareholders, the Fund may make
redemption payments in whole or in part in securities or other property if the
Trustees determine that existing conditions make cash payments undesirable. For
other information concerning the purchase and redemption of shares of the Fund,
see "How to Invest in the Fund" and "How to Redeem Shares" in the Fund's
Prospectus. For a description of the methods used to determine the share price
and value of the Fund's assets, see "Share Price Calculation" in the Fund's
Prospectus.
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS
This section contains a more detailed discussion of some of the
investments the Fund may make and some of the techniques it may use, as
described in the Prospectus.
A. Illiquid Securities. The Fund will not invest more than 15% of its
net assets in illiquid securities. Securities may be illiquid because they are
unlisted, subject to legal restrictions on resale or due to other factors which,
in the adviser's opinion, raise a question concerning the fund's ability to
liquidate the securities in a timely and orderly way without substantial loss.
Underlying funds and over-the-counter options are frequently illiquid. Illiquid
securities may also present difficult valuation issues.
B. Pricing of Portfolio Securities. There is no active market for the
securities of underlying funds which the Fund invests in. Underlying funds
typically value, and stand ready to redeem, their securities based upon current
net asset value, which they provide to shareholders on a periodic basis. The
Board of Trustees has approved procedures whereby the Fund's investment in
securities for which market quotations are not readily available (including
securities issued by underlying funds) may be established in good faith at fair
value on a daily basis. The procedures provide that the fair value of securities
issued by underlying funds is determined based upon current estimates of net
asset value provided to the Fund by the underlying funds. While the Fund has
adopted pricing procedures which address these pricing issues, there can be no
guarantee that such securities are accurately valued on a daily basis when the
Fund determines its net asset value per share.
C. Legal Investment Limitations on Investments in Underlying
Securities. Like all mutual funds publicly sold in the United States, the Fund
is subject to investment limitations imposed by the Investment Company Act of
1940 ("1940 Act"). Section 12(d)(1) of the 1940 Act limits the Fund's ability to
invest in other investment companies, including underlying funds. In general,
sub-section (A) prohibits the Fund from: (1)purchasing more than 3% of the
voting stock of an investment company: (2)investing more than 5% of the Fund's
total assets in an investment company; or (3) investing more than 10% of the
Fund's total assets in all investment companies combined. Sub-section (F)
provides an exception from the prohibitions established in sub-section (A) if:
(1) the Fund does not own more than 3% of the outstanding stock of any
investment company; (2) the Fund does not impose a sales load of more than 1.5%
(the Fund is only sold on a no-load basis); and (3)the investment companies are
not required to redeem more than 1% of their outstanding shares within any 30
day period. This discussion provides only a summary of section 12(d)(1) of the
1940 Act.
D. 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 Advisor (subject to review by the Board of Trustees) to be credit worthy.
The Advisor monitors the creditworthiness of the banks and securities dealers
with which the Fund engages in repurchase transactions.
E. Reverse Repurchase Agreements. Reverse repurchase agreements involve
sales of portfolio securities by the Fund to member banks of the Federal Reserve
System or recognized securities dealers, concurrently with an agreement by the
Fund to repurchase the same securities at a later date at a fixed price, which
is generally equal to the original sale price plus interest. The Fund retains
record ownership and the right to receive interest and principal payments on the
portfolio security involved. The Fund's objective in such a transaction would be
to obtain funds to pursue additional investment opportunities whose yield would
exceed the cost of the reverse repurchase transaction. Generally, the use of
reverse repurchase agreements should reduce portfolio turnover and increase
yield. In connection with each reverse repurchase agreement, the Fund will
direct its Custodian to place cash or U.S. government obligations in a separate
account in an amount equal to the repurchase price. In the event of bankruptcy
or other default by the purchaser, the Fund could experience both delays in
repurchasing the portfolio securities and losses.
F. Borrowing and Leveraging. The Fund may have to deal with
unpredictable cash flows as shareholders purchase and redeem shares. Under
adverse conditions, the Fund might have to sell portfolio securities to raise
cash to pay for redemptions at a time when investment considerations would not
favor such sales. In addition, frequent purchases and sales of portfolio
securities tend to decrease the Funds' performance by increasing transaction
expenses.
The Fund may deal with unpredictable cash flows by borrowing money.
Through such borrowings the Fund may avoid selling portfolio securities to raise
cash to pay for redemptions at a time when investment considerations would not
favor such sales. In addition, the Fund's performance may be improved due to a
decrease in the number of portfolio transactions. After borrowing money, if
subsequent shareholder purchases do not provide sufficient cash to repay the
borrowed monies, the Fund will liquidate portfolio securities in an orderly
manner to repay the borrowed monies.
To the extent that a Fund borrows money prior to selling securities, or
if the Fund borrows money for the purpose of purchasing additional portfolio
securities, the Fund would be leveraged such that the Fund's net assets may
appreciate or depreciate in value more than an unleveraged portfolio of similar
securities. Since substantially all of the Fund's assets will fluctuate in value
and whereas the interest obligations on borrowings may be fixed, the net asset
value per share of the Fund will increase more when the Fund's portfolio assets
increase in value and decrease more when the Fund's portfolio assets decrease in
value than would otherwise be the case. Moreover, interest costs on borrowings
may fluctuate with changing market rates of interest and may partially offset or
exceed the returns which the Funds earn on portfolio securities. Under adverse
conditions, the Funds might be forced to sell portfolio securities to meet
interest or principal payments at a time when market conditions would not be
conducive to favorable selling prices for the securities.
MARKET NEUTRAL INVESTMENT STRATEGIES
To implement market neutral investment strategies, managers attempt to
purchase a portfolio of undervalued securities and short sell a portfolio of
overvalued securities with similar investment characteristics. Factors
considered when balancing a market neutral portfolio include market sectors and
market capitalization of equity securities, and cash flow, credit quality, and
duration of fixed income securities. Market neutral strategies may involve
purchasing and selling call and put options on either an individual security or
an index. In some cases, futures and options on futures may be used to effect
the desired risk/reward ratio. Market neutral investing does not depend upon any
particular market direction or favorable general economic conditions and thus
may be profitable during all economic cycles, including periods of economic
uncertainty and declining financial markets.
STRATEGIC TRANSACTIONS
The Fund, or the underlying funds, may purchase and sell
exchange-listed and over-the-counter put and call options on securities, equity
and fixed-income indices and other financial instruments, and purchase and sell
financial futures contracts and options thereon (collectively, all the above are
called "Strategic Transactions"). The Fund may engage in Strategic Transaction
for hedging, risk management, portfolio management, or speculation, and it will
comply with applicable regulatory requirements when implementing these
strategies, techniques and instruments.
Strategic Transactions may be used to attempt (1) to protect against
possible changes in the market value of securities held in or to be purchased
for a Fund's portfolio resulting from securities markets or currency
exchangerate fluctuations, (2) to protect a Fund's unrealized gains in the value
of its portfolio securities, (3) to facilitate the sale of such securities for
investment purposes, (4) to manage the effective maturity or duration of a
Fund's portfolio, (5) to establish a position in the derivatives markets as a
temporary substitute for purchasing or selling particular securities, (6) or to
gain additional market exposure and/or leverage in an attempt to enhance
investment returns. The Fund's ability to successfully use these Strategic
Transactions will depend upon the Advisor's ability to predict pertinent market
movements, and cannot be assured. Engaging in Strategic Transactions will
increase transaction expenses and may result in a loss that exceeds the
principal invested in the transactions.
Strategic Transactions have risk associated with them including
possible default by the other party to the transaction, illiquidity and, to the
extent the Advisor's view as to certain market movements is incorrect, the risk
that the use of such Strategic Transactions could result in losses greater than
if they had not been used. Use of put and call options may result in losses to
the Fund. For example, selling call options may force the sale of portfolio
securities at inopportune times or for lower prices than current market values.
Selling call options may also limit the amount of appreciation a Fund can
realize on its investments or cause a Fund to hold a security it might otherwise
sell. The use of currency transactions can result in a Fund incurring losses as
a result of a number of factors including the imposition of exchange controls,
suspension of settlements, or the inability to deliver or receive a specified
currency. The use of options and futures transactions entails certain other
risks. In particular, the variable degree of correlation between price movements
of futures contracts and price movements in the related portfolio position of a
Fund creates the possibility that losses on the hedging instrument may be
greater than gains in the value of a Fund's position. In addition, futures and
option markets may not be liquid in all circumstances and certain
over-the-counter options may have no markets. As a result, in certain markets, a
Fund might not be able to close out a transaction, and substantial losses might
be incurred. However, the use of futures and options transactions for hedging
should tend to minimize the risk of loss due to a decline in the value of a
hedged position. At the same time they tend to limit any potential gain that
might result from an increase in value of such position. Finally, the daily
variation margin requirement for futures contracts would create a greater on
going potential financial risk than would purchases of options, where the
exposure is limited to the cost of the initial premium. Losses resulting from
the use of Strategic Transactions would reduce net asset value, and possibly
income, and such losses can be greater than if the Strategic Transactions had
not been used.
The Fund's activities involving Strategic Transactions may be limited
by the requirements of Subchapter M of the Internal Revenue Code for
qualification as a regulated investment company.
Put and Call Options. The Fund may purchase and sell (issue) both put
and call options. The Fund may also enter into transactions to close out its
investment in any put or call options. A put option gives the purchaser of the
option, upon payment of a premium, the right to sell, and the issuer of the
option the obligation to buy the underlying security, commodity, index, currency
or other instrument at the exercise price. For instance, the Fund's purchase of
a put option on a security might be designed to protect its holdings in the
underlying instrument (or, in some cases, a similar instrument) against a
substantial decline in the market value by giving the Fund the right to sell
such instrument at the option exercise price. A call option, upon payment of a
premium, gives the purchaser of the option the right to buy, and the issuer the
obligation to sell, the underling instrument at the exercise price. The Fund's
purchase of a call option on a security, financial future, index currency or
other instrument might be intended to protect the Fund against an increase in
the price of the underlying instrument that it intends to purchase in the future
by fixing the price at which it may purchase such instrument. An "American
style" put or call option may be exercised at any time during the option period
while a "European style" put or call option may be exercised only upon
expiration or during a fixed period prior thereto.
The Fund is authorized to purchase and sell both exchange listed
options and over-the-counter options ("OTC options"). Exchange listed options
are issued by a regulated intermediary such as the Options Clearing
Corporation("OCC"), which guarantees the performance of the obligations of the
parties to such options. OTC options are purchased from or sold to securities
dealers, financial institutions or other parties, ("Counterparty(ies)"), through
direct bilateral agreement with the Counter party. In contrast to exchange
listed options, which generally have standardized terms and performance
mechanics, all the terms of an OTC option are set by negotiation of the parties.
Unless the parties provide for it, there is no central clearing or guaranty
function in an OTC option.
The Fund's ability to close out its position as a purchaser or seller
of a put or call option is dependent, in part, upon the liquidity of the market
for that particular option. Exchange listed options, because they are
standardized and not subject to Counterparty credit risk, are generally more
liquid than OTC options. There can be no guarantee that a Fund will be able to
close out an option position, whether in exchange listed options or OTC options,
when desired. An inability to close out its options positions may reduce the
Fund's anticipated profits or increase its losses.
If the Counterparty to an OTC option fails to make or take delivery of
the security, currency or other instrument underlying an OTC option it has
entered into with a Fund, or fails to make a cash settlement payment due in
accordance with the terms of that option, a Fund may lose any premium it paid
for the option as well as any anticipated benefit of the transaction.
Accordingly, the Advisor must assess the creditworthiness of each such
Counterparty or any guarantor or credit enhancement of the Counterparty's credit
to determine the likelihood that the terms of the OTC option will be satisfied.
The Fund will realize a loss equal to all or a part of the premium paid
for an option if the price of the underlying security, commodity, index,
currency or other instrument security decreases or does not increase by more
than the premium (in the case of a call option), or if the price of the
underlying security, commodity, index, currency or other instrument increases or
does not decrease by more than the premium (in the case of a put option). A Fund
will not purchase any option if, immediately thereafter, the aggregate market
value of all outstanding options purchased by the Fund would exceed 5% of the
Fund's total assets.
If the Fund sells (i.e., issues) a call option, the premium that it
receives may serve as a partial hedge, to the extent of the option premium,
against a decrease in the value of the underlying securities or instruments in
its portfolio, or may increase the Fund's income. If the Fund sells (i.e.,
issues) a put option, the premium that it receives may serve to reduce the cost
of purchasing the underlying security, to the extent of the option premium, or
may increase the Fund's capital gains. All options sold by the Fund must be
"covered" (i.e., the Fund must either be long (when selling a call option) or
short (when selling a put option), the securities or futures contract subject to
the calls or must meet the asset segregation requirements described below as
long as the option is outstanding. Even though a Fund will receive the option
premium to help protect it against loss or reduce its cost basis, an option sold
by the Fund exposes the Fund during the term of the option to possible loss.
When selling a call, the Fund is exposed to the loss of opportunity to realize
appreciation in the market price of the underlying security or instrument, and
the transaction may require the Fund to hold a security or instrument that it
might otherwise have sold. When selling a put, the Fund is exposed to the
possibility of being required to pay greater than current market value to
purchase the underlying security, and the transaction may require the Fund to
maintain a short position in a security or instrument it might otherwise not
have maintained.
Futures Contracts. The Fund may enter into financial futures contracts
or purchase or sell put and call options on such futures as a hedge against
anticipated interest rate, currency or equity market changes, for duration
management and for risk management purposes. Futures are generally bought and
sold on the commodities exchange where they are listed with payment of an
initial variation margin as described below. The sale of a futures contract
creates a firm obligation by a Fund, as seller, to deliver to the buyer the
specific type of financial instrument called for in the contract at a specific
future time for a specified price (or, with respect to index futures and
Eurodollar instruments, the net cash amount). Options on futures contracts are
similar to options on securities except that an option on a futures contract
gives the purchaser the right in return for the premium paid to assume a
position in a futures contract and obligates the seller to deliver such
position.
The Fund's use of financial futures and options thereon will in all
cases be consistent with applicable regulatory requirements and in particular
the rules and regulations of the CFTC and will be entered into only for bonafide
hedging, risk management (including duration management) or other portfolio
management purposes. Typically, maintaining a futures contract or selling an
option thereon requires a Fund to deposit with a financial intermediary as
security for its obligations an amount of cash or other specified assets(initial
margin) that initially is typically 1% to 10% of the face amount of the contract
(but may be higher in some circumstances). Additional cash or assets(variation
margin) may be required to be deposited thereafter on a daily basis as the
marked-to-market value of the contract fluctuates. The purchase of an option on
financial futures involves payment of a premium for the option without any
further obligation on the part of the purchaser. If a Fund exercises an option
on a futures contract, it will be obligated to post initial margin (and
potentially subsequent variation margin) for the resulting futures position just
as it would for any futures position. Futures contracts and options thereon are
generally settled by entering into an offsetting transaction, but there can be
no assurance that the position can be offset, before settlement, at an
advantageous price, nor that delivery will occur.
The Fund will not enter into a futures contract or related
option(except for closing transactions) if, immediately afterwards, the sum of
the amount of its initial margin and premiums on open futures contracts and
options thereon would exceed 5% of the Fund's total assets (taken at current
value).However, in the case of an option that is in-the-money at the time of the
purchase, the in-the-money amount may be excluded in calculating the 5%
limitation. The segregation requirements with respect to futures contracts and
options thereon are described below.
Use of Segregated and Other Special Accounts. Many Strategic
Transactions, in addition to other requirements, require that the Fund segregate
liquid high grade assets with its custodian to the extent that the Fund's
obligations are not otherwise "covered" through ownership of the underlying
security, financial instrument or currency. The Fund may place up to 100% of its
assets in segregated accounts. In general, either the full amount of any
obligation of the Fund to pay or deliver securities or assets must be covered at
all times by the securities, instruments or currency required to be delivered,
or subject to any regulatory restrictions, an amount of cash or liquid high
grade debt securities at least equal to the current amount of the obligation
must either be identified as being restricted in the Fund's accounting records
or physically segregated in a separate account at that Fund's custodian. The
segregated assets cannot be sold or transferred unless equivalent assets are
substituted in their place or it is no longer necessary to segregate them. For
the purpose of determining the adequacy of the liquid securities that have been
restricted, the securities will be valued at market or fair value. If the market
or fair value of such securities declines, additional cash or liquid securities
will be restricted on a daily basis so that the value of the restricted cash or
liquid securities, when added to the amount deposited with the broker as margin,
equals the amount of such commitments by the Fund.
INVESTMENT LIMITATIONS
Fundamental. The investment limitations described below have been
adopted by the Trust with respect to the Fund and are fundamental
("Fundamental"), i.e., they may not be changed without the affirmative vote of a
majority of the outstanding shares of the Fund. As used in the Prospectus and
this Statement of Additional Information, the term "majority" of the outstanding
shares of the Fund means the lesser of (1) 67% or more of the outstanding shares
of the Fund present at a meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented at such meeting; or
(2) more than 50% of the outstanding shares of the Fund. Other investment
practices which may be changed by the Board of Trustees without the approval of
shareholders to the extent permitted by applicable law, regulation or regulatory
policy are considered non-fundamental ("Non-Fundamental").
1. Borrowing Money. The Fund will not borrow money, except (a)
from a bank, provided that immediately after such borrowing there is an
asset coverage of 300% for all borrowings of the Fund; or (b) from a
bank or other persons for temporary purposes only, provided that such
temporary borrowings are in an amount not exceeding 5% of the Fund's
total assets at the time when the borrowing is made. This limitation
does not preclude the Fund from entering into reverse repurchase
transactions, provided that the Fund has an asset coverage of 300% for
all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions.
2. Senior Securities. The Fund will not issue senior
securities. This limitation is not applicable to activities that may be
deemed to involve the issuance or sale of a senior security by the
Fund, provided that the Fund's engagement in such activities is
consistent with or permitted by the Investment Company Act of 1940, as
amended, the rules and regulations promulgated thereunder or
interpretations of the Securities and Exchange Commission or its staff.
3. Underwriting. The Fund will not act as underwriter of
securities issued by other persons. This limitation is not applicable
to the extent that, in connection with the disposition of portfolio
securities (including restricted securities), the Fund may be deemed an
underwriter under certain federal securities laws.
4. Real Estate. The Fund will not purchase or sell real
estate. This limitation is not applicable to investments in marketable
securities which are secured by or represent interests in real estate.
This limitation does not preclude the Fund from investing in
mortgage-related securities or investing in companies engaged in the
real estate business or that have a significant portion of their assets
in real estate (including real estate investment trusts).
5. Commodities. The Fund will not purchase or sell commodities
unless acquired as a result of ownership of securities or other
investments. This limitation does not preclude the Fund from purchasing
or selling options or futures contracts, from investing in securities
or other instruments backed by commodities or from investing in
companies which are engaged in a commodities business or have a
significant portion of their assets in commodities.
6. Loans. The Fund will not make loans to other persons,
except (a) by loaning portfolio securities, (b) by engaging in
repurchase agreements, or (c) by purchasing nonpublicly offered debt
securities. For purposes of this limitation, the term "loans" shall not
include the purchase of a portion of an issue of publicly distributed
bonds, debentures or other securities.
7. Concentration. The Fund will not invest 25% or more of its
total assets in a particular industry. This limitation is not
applicable to investments in obligations issued or guaranteed by the
U.S. government, its agencies and instrumentalities or repurchase
agreements with respect thereto.
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 merge,
consolidation or acquisition, dispose of all of the securities of such issuer so
acquired or such portion thereof as shall bring the total investment there in
within the limitations imposed by said paragraphs above as of the date of
consummation.
THE INVESTMENT ADVISOR
The Fund's investment advisor is The Jumper Group, Inc. Jay C. Jumper
maybe deemed to be a controlling person of the Advisor due to his ownership of
the shares of the corporation.
Under the terms of the management agreement (the "Agreement"), the
Advisor manages the Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of the Fund except brokerage, taxes,
interest, expenses which the Fund is authorized to pay pursuant to the
Distribution Plan, 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 Advisor a
fee computed and accrued daily and paid monthly at an annual rate of 0.75%.
The Advisor retains the right to use the name "Jumper" in connection
with another investment company or business enterprise with which the Advisor
may become associated. The Trust's right to use the name "Jumper" automatically
ceases ninety days after termination of the Agreement and may be withdrawn by
the Advisor on ninety days written notice.
The Advisor may make payments to banks or other financial institutions
that provide shareholder services and administer shareholder accounts. The
Glass-Steagall Act prohibits banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope of this
prohibition under the Glass-Steagall Act has not been clearly defined by the
courts or appropriate regulatory agencies, management of the Fund believes that
the Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law expressed herein and banks and financial institutions may be
required to register as dealers pursuant to state law. If a bank were prohibited
from continuing to perform all or a part of such services, management of the
Fund believes that there would be no material impact on the Fund or its
shareholders. Banks may charge their customers fees for offering these services
to the extent permitted by applicable regulatory authorities, and the overall
return to those shareholders availing themselves of the bank services will be
lower than to those shareholders who do not. The Fund may from time to time
purchase securities issued by banks which provide such services; however, in
selecting investments for the Fund, no preference will be shown for such
securities.
<PAGE>
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, as defined in
the Investment Company Act of 1940, is indicated by an asterisk.
<TABLE>
<S> <C> <C>
==================================== ---------------- ======================================================================
Name, Age and Address Position Principal Occupations During Past 5 Years
==================================== ---------------- ======================================================================
*Kenneth D. Trumpfheller President and President, Treasurer and Secretary of AmeriPrime Financial Services,
Age: 40 Trustee Inc., the Fund's administrator, and AmeriPrime Financial Securities,
1793 Kingswood Drive Inc., the Fund's distributor, since 1994. Prior to December, 1994,
Suite 200 a senior client executive with SEI Financial Services.
Southlake, Texas 76092
==================================== ---------------- ======================================================================
Paul S. Bellany Secretary, Secretary, Treasurer and Chief Financial Officer of AmeriPrime
Age: 39 Treasurer Financial Services, Inc. and AmeriPrime Financial Securities, Inc.;
1793 Kingswood Drive various positions with Fidelity Investments from 1987 to 1998; most
Suite 200 recently Fund Reporting Unit Manager.
Southlake, Texas 76092
==================================== ---------------- ======================================================================
Steve L. Cobb Trustee President of Chandler Engineering Company, L.L.C., oil and gas
Age: 41 services company; various positions with Carbo Ceramics, Inc., oil
2001 Indianwood Avenue field manufacturing/supply company, from 1984 to 1997, most recently
Broken Arrow, OK 74012 Vice President of Marketing.
==================================== ================ ======================================================================
Gary E. Hippenstiel Trustee Director, Vice President and Chief Investment Officer of Legacy
Age: 51 Trust Company since 1992; President and Director of Heritage Trust
600 Jefferson Street Company from 1994-1996; Vice President and Manager of Investments of
Suite 350 Kanaly Trust Company from 1988 to 1992.
Houston, TX 77063
==================================== ================ ======================================================================
</TABLE>
The compensation paid to the Trustees of the Trust for the fiscal year
ended October 31, 1998 is set forth in the following table. Trustee fees are
Trust expenses and each series of the Trust pays a portion of the Trustee fees.
<TABLE>
<S> <C> <C>
==================================== ----------------------- ==================================
Aggregate Total Compensation
Compensation from Trust (the Trust is
Name from 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
==================================== ======================= ==================================
</TABLE>
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Board of Trustees of the Trust,
the Advisor is responsible for the Fund's portfolio decisions and the placing of
the Fund's portfolio transactions. In placing portfolio transactions, the
Advisor seeks the best qualitative execution for the Fund, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Advisor generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received.
The Advisor is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Fund and/or the other
accounts over which the Advisor exercises investment discretion and to pay such
brokers or dealers a commission in excess of the commission another broker or
dealer would charge if the Advisor determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of a particular transaction
or the Advisor's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.
Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Fund effects securities
transactions may also be used by the Advisor in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Advisor in connection with its services to the
Fund. Although research services and other information are useful to the Fund
and the Advisor, it is not possible to place a dollar value on the research and
other information received. It is the opinion of the Board of Trustees and the
Advisor that the review and study of the research and other information will not
reduce the overall cost to the Advisor of performing its duties to the Fund
under the Agreement.
Over-the-counter transactions will be placed either directly with
principal market makers or with broker-dealers, if the same or a better price,
including commissions and executions, is available. Fixed income securities are
normally purchased directly from the issuer, an underwriter or a market maker.
Purchases include a concession paid by the issuer to the underwriter and the
purchase price paid to a market maker may include the spread between the bid and
asked prices.
To the extent that the Trust and another of the Advisor's clients seek
to acquire the same security at about the same time, the Trust may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Trust may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. On the other hand, if the same securities
are bought or sold at the same time by more than one client, the resulting
participation in volume transactions could produce better executions for the
Trust. In the event that more than one client wants to purchase or sell the same
security on a given date, the purchases and sales will normally be made by
random client selection.
DETERMINATION OF SHARE PRICE
The price (net asset value) of the shares of the Fund is determined as
of 4:00 p.m., Eastern time on each day the Trust is open for business and on any
other day on which there is sufficient trading in the Fund's securities to
materially affect the net asset value. The Trust is open for business on
everyday 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
(over the one and five year periods and the period from initial public offering
through the end of the Fund's most recent fiscal year) that would equate the
initial amount invested to the ending redeemable value, according to the
following formula:
P(1+T)n'ERV
Where: P = a hypothetical $1,000 initial investment
T = average annual total return n ' number of years
ERV = ending redeemable value at the end of the applicable
period of the hypothetical $1,000 investment made at the
beginning of the applicable period.
The computation assumes that all dividends and distributions are
reinvested at the net asset value on the reinvestment dates and that a complete
redemption occurs at the end of the applicable period.
In addition to providing average annual total return, the Fund may also
provide non-standardized quotations of total return for differing periods and
may provide 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 Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue.
From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of the Fund
may be compared to indices of broad groups of unmanaged securities considered to
be representative of or similar to the portfolio holdings of the Fund or
considered to be representative of the cash equivalent market in general. For
example, the Fund may use the Donahue Money Market Index, 90 day treasury bills,
or other money market index published by an independent third party.
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 Morning star, Inc. The
objectives, policies, limitations and expenses of other mutual funds in a group
may not be the same as those of the Fund. Performance rankings and ratings
reported periodically in national financial publications such as Barron's and
Fortune also may be used.
CUSTODIAN
Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, is
Custodian of the Fund's investments. The Custodian acts as the Fund's
depository, safekeeping its portfolio securities, collects all income and other
payments with respect thereto, disburses funds at the Fund's request and
maintains records in connection with its duties.
TRANSFER AGENT
Unified Fund Services, Inc., 431 North 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 shareholder service functions. In addition, Unified
Fund Services, Inc. provides the Fund with certain monthly reports and
record-keeping services. Fund accounting is provided by American Data Services,
Inc.("ADS"), Hauppauge Corporate Center, 150 Motor Parkway, Hauppauge, New York
11760. ADS receives an annual fee equal to .0275% of average net assets, subject
to a minimum monthly fee of $800 to $2,000 based on net assets.
ACCOUNTANTS
The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake,
Ohio 44145, has been selected as independent public accountants for the Fund for
the fiscal year ending June 30, 1999. 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 Fund will send shareholders annual and semi-annual reports as they
become available.
AmeriPrime Funds
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements.
Included in Part A: None
Included in Part B: None
(b) Exhibits
(1)(i) Copy of Registrant's Declaration of Trust, which was filed as an Exhibit
to Registrant's 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.
(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, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 16, is hereby
incorporated by reference.
(xii) Copy of Amendment No. 11 to Registrant's Declaration of Trust, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 17, is hereby
incorporated by reference.
(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.
(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 Advantage Fund, is filed herewith.
(xiii) Copy of Registrant's 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. 17, is hereby incorporated by
reference.
(xiv) Copy of Registrant's proposed Management Agreement with Paul B.
Martin, Jr. d/b/a Martin Capital Advisors, Advisor to the Austin Opportunity
Fund, which was filed as an Exhibit to Registrant's Post-Effective Amendment No.
17, is hereby incorporated by reference.
(xv) Copy of Registrant's proposed Management Agreement with Paul B.
Martin, Jr. d/b/a Martin Capital Advisors, Advisor to the Texas Opportunity
Fund, which was filed as an Exhibit to Registrant's Post-Effective Amendment No.
17, is hereby incorporated by reference.
(xvi) Copy of Registrant's proposed Management Agreement with Paul B.
Martin, Jr. d/b/a Martin Capital Advisors, Advisor to the U.S. Opportunity Fund,
which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 17,
is hereby incorporated by reference.
(xvii) Copy of Registrant's Proposed Management Agreement with Gamble, Jones,
Morphy & Bent, Advisor to the GJMB Growth Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No.18, is hereby incorporated by
reference.
(xviii) Copy of Registrant's Proposed Management Agreement with Cornerstone
Investment Management, Advisor to the Cornerstone MVP Fund, which was filed as
an Exhibit to Registrant's Post-Effective Amendment No.18, is hereby
incorporated by reference.
(xix) Copy of Registrant's Proposed Management Agreement with Carl Domino
Associates, L.P., Advisor to the Carl Domino Growth Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No.18, is hereby incorporated
by reference.
(xx) Copy of Registrant's Proposed Management Agreement with Carl Domino
Associates, L.P., Advisor to the Carl Domino Global Equity Income Fund which was
filed as an Exhibit to Registrant's Post-Effective Amendment No.18, is hereby
incorporated by reference.
(xxi) Copy of Registrant's Proposed Management Agreement with Dobson Capital
Management, Inc,. Advisor to the Dobson Covered Call Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 19, is hereby incorporated
by reference.
(xxii) Copy of Registrant's Proposed Management Agreement with Auxier Investment
Management, LLC, Advisor to the Auxier Equity Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 19, is hereby incorporated
by reference.
(xxiii) Copy of Registrant's Proposed Management Agreement with Cornerstone
Capital Management, Inc., Advisor to the Shepherd Values Market Neutral Fund,
which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 19,
is hereby incorporated by reference.
(xxiv) Copy of Registrant's Proposed Management Agreement with Cornerstone
Capital Management, Inc., Advisor to the Shepherd Values Growth Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 19, is hereby
incorporated by reference.
(xxv) Copy of Registrant's Proposed Management Agreement with Monument
Investments, Inc., Advisor to the 10K Smart Trust, which was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 19, is hereby incorporated by
reference.
(xxvi) Copy of Registrant's Proposed Management Agreement with Columbia
Partners, L.L.C., Investment Management, Advisor to the Columbia Partners Equity
Fund, which was filed as an Exhibit to Registrant's Post-Effective Amendment No.
20, is hereby incorporated by reference.
(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 Accountant 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) Form of Registrant's Rule 12b-1 Service Agreement which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 1, is hereby incorporated
by reference.
(iii) Copy of Registrant's Rule 12b-1 Distribution Plan for the Austin
Opportunity Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 17, is hereby incorporated by reference.
(iv) Copy of Registrant's Rule 12b-1 Distribution Plan for the Texas Opportunity
Fund, which was filed as an Exhibit to Registrant's Post-Effective Amendment No.
17, is hereby incorporated by reference.
(v) Copy of Registrant's Rule 12b-1 Distribution Plan for the U.S. Opportunity
Fund, which was filed as an Exhibit to Registrant's Post-Effective Amendment No.
17, is hereby incorporated by reference.
(vi) Copy of Registrant's Proposed Rule 12b-1 Distribution Plan for the 10K
Smart Trust, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 19, is hereby incorporated by reference.
(vii) Copy of Registrant's Proposed Rule 12b-1 Distribution Plan for the
Jumper Strategic Advantage Fund is filed herewith.
(16) Schedules for Computation of Each Performance Quotation, which were filed
as an Exhibit to Registrant's Post-Effective Amendment No. 12, are hereby
incorporated by reference.
(17) Financial Data Schedule - None.
(18)(i) Rule 18f-3 Plan for the Carl Domino Equity Income Fund, which was filed
as an Exhibit to Registrant's Post-Effective Amendment No. 16, is hereby
incorporated by reference.
(ii) Rule 18f-3 Plan for the Jumper Strategic Advantage 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 November 18, 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; Sun Trust Bank, custodian for the Arthur S.
Damos Foundation, may be deemed to control the Jumper Strategic Advantage Fund.
Item 26. Number of Holders of Securities (as of November 18, 1998)
Title of Class Number of Record Holders
Carl Domino Equity Income Fund (Investor Class) 168
Carl Domino Equity Income Fund (Class A Shares) 0
Carl Domino Growth Fund 0
Carl Domino Global Equity Income Fund 0
Fountainhead Special Value Fund 129
AIT Vision U.S. Equity Portfolio 27
GLOBALT Growth Fund 85
NewCap Contrarian Fund 23
IMS Capital Value Fund 368
Florida Street Bond Fund 17
Florida Street Growth Fund 13
Corbin Small-Cap Value Fund 90
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
MAI Enhanced Global Fund 0
Worthington Theme Fund 0
Marathon Value Fund 35
Jumper Strategic Advantage Fund 1
AAM Equity Fund 19
Austin Opportunity Fund 0
Texas Opportunity Fund 0
U.S. Opportunity Fund 0
GJMB Growth Fund 0
Cornerstone MVP Fund 0
Dobson Covered Call Fund 0
Auxier Equity Fund 0
Shepherd Values Market Neutral Fund 0
Shepherd Values Growth Fund 0
10K Smart Trust 0
Columbia Partners 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 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,
the Carl Domino Growth Fund and the Carl Domino International Global 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) Lawrence Katz, a partner in CDA, is an orthopedic surgeon in private
practice.
(b) Saltzman Partners, a partner in CDA, is a limited partnership that invests
in companies and businesses.
(c) Cango Inversiones, SA, a partner in CDA, is a foreign business entity that
invests in U.S. companies and businesses.
B. Jenswold, King & Associates, Investment Advisors Inc., 1980 Post Oak
Boulevard, Suite 2400, Houston, Texas 77056-3898 (" JKA King"), adviser to the
Fountainhead Special Value Fund, is a registered investment adviser.
(1) JKA King 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 King during the past two years.
(a) John Servis, a director of JKA King, 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 has been the managing
director LBS Capital Management, Inc., 311 Park Place Blvd., Clearwater, Florida
from 1989 1996, head of research at State Street Global Advisors in Boston,
Massachasetts since October 1997.
(b) Nicholas Lopardo, a director of AIT, is the Investment Advisor CEO of State
Street Global Advisors, Bank and Trust in Boston, Massachusetts.
(c) Bryan Stypul, CFO & Treasure of AIT, was the comptroller for Terra
Communications, Clearwater, Florida in 1996, and prior to that, the CEO of
Beacong 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.
(e) Marc Simmons, a director of AIT, is a principal of State Street Global
Advisors.
(f) Alan Brown, a director of AIT, is the CEO of State Street Global Advisors.,
28 King Street, London, England.
(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 NewCap Contrarian Fund,
is a registered investment adviser.
(1) Newport has engaged in no other business during the past two fiscal years.
(2) The following list sets forth other substantial business activities of the
officers and directors of Newport during the past two years.
(a) Kenneth Holeski, president of Newport, is the vice president of Newport
Evaluation Services, Inc., a fiduciary consulting business at 20600 Chagrin
Boulevard, Shaker Heights, Ohio 44122, and a registered representative of WRP
Investments, Inc., 4407 Belmont Avenue, Youngstown, Ohio 44505, a registered
broker/dealer.
(b) Donn M. Goodman, vice president of Newport, is the president of Newport
Evaluation Services, Inc.
F. IMS Capital Management, Inc., 10159 S.E. Sunnyside Road, Suite 330, Portland,
Oregon 97015, ("IMS"), Adviser to the IMS Capital Value Fund, is a registered
investment adviser.
(1) IMS has engaged in no other business during the past two fiscal years.
(2) The following list sets forth other substantial business activities of the
directors and officers of IMS during the past two years - None.
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 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) Can 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.
<PAGE>
(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. Matskoo, Vice Presidnet and Director of B&H, was 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 Advantage 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.
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.
N. Paul B. Martin, Jr. d/b/a Martin Capital Advisors, 812 San Antonio, Suite
G14, Austin, TX 78701 ("Martin"), advisor to Austin Opportunity Fund, Texas
Opportunity Fund, and U.S. Opportunity Fund, is a registered investment advisor.
(1) Martin has engaged in no other business during the past two fiscal years.
O. Gamble, Jones, Morphy & Bent, Inc., 301 East Colorado Boulevard, Suite 802,
Pasadena, California 91101 ("GJMB"), Advisor to the GJMB Fund, is a registered
investment advisor.
(1) GJMB 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 GJMB during the past two years - None.
P. Cornerstone Investment Management, L.L.C. 132 West Main Street, Aspen,
Colorado 81611 ("Cornerstone"), Advisor to the Cornerstone MVP Fund, is a
registered investment advisor.
(1) Cornerstone 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 Cornerstone during the past two years:
Christopher Shawn Ryan, managing member of Cornerstone, was Vice
President-Portfolio Manager at NationsBank in Dallas, Texas from January 1994 to
October 1997.
Q. Dobson Capital Management, Inc., 1422 Van Ness Street., Santa Ana, CA 92707
("Dobson"), Advisor to the Dobson Covered Call Fund, is a registered investment
advisor.
(1) Dobson 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 Dobson during the past two years: [to be supplied]
R. Auxier Investment, Inc., LLC, 25628 N.E. Glass Road, Oregon, OR 97002
("Auxier"), Advisor to the Auxier Equity Fund, is registered investment advisor.
(1) Auxier 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 Auxier during the past two years: [to be supplied]
S. Cornerstone Capital Management, Inc., 6760 Corporate Drive, Suite 230,
Colorado Springs, CO 80919 ("CCM"), Adviser to the Shepherd Value Market Fund
and the Shepherd Value Growth Fund, is a registered investment advisor.
(1) CCM 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 CCM during the past two years: [to be supplied]
T. Monument Investments, Inc., 5952 Royal Lane, Suite 270, Dallas, TX 85230
("Monument"), Advisor to the 10K Smart Trust, is a registered investment
advisor.
(1) Monument 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 Monument during the past two years:
Gerald R. James, Jr. a director of Monument, has been a Vice President/Bank
Manager at First State Bank of North Texas in Dallas, Texas since February 1998.
From February 1996 to February 1998, Mr. James served as Vice President of
Fidelity Bank in Dallas, Texas.
Robert W. Manry, a director of Monument, has been an Account Executive at Global
Dallas (a trucking company) in Irving, Texas since 1987.
U. Columbia Partners, L.L.C., Investment Management, 1775 Pennsylvania Avenue,
N.W., Washington, DC 20006 ("Columbia"), Advisor to the Columbia Partners Equity
Fund, is a registered investment advisor.
(1) Columbia 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 Columbia during the past two years:
Rhys H. Williams, a principal of Columbia, has been a portfolio manager at
Columbia since late 1997. Prior to that time, Mr. Williams was the Senior Vice
President at Prudential Securities in Philadelphia, PA since 1987.
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 agents, American Data Services, Inc., Hauppauge Corporate Center, 150
Motor Parkway, Hauppauge, New York 11760 and Unified Fund Services, Inc., 431
Pennsylvania Street, Indianapolis, IN 46204.
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.
<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 22nd day of
January, 1999.
AmeriPrime Funds
/s/
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.
/s/
Kenneth D. Trumpfheller,
President and Trustee By:__________________________________
Donald S. Mendelsohn,
Gary E. Hippensteil, Trustee Attorney-in-Fact
Steve L. Cobb, Trustee January 22, 1999
/s/
_______________________ January 21, 1999
Paul S. Bellany, Treasurer
<PAGE>
EXHIBIT INDEX
1. Proposed Management Agreement for the Jumper Strategic Advantage
Fund...............................................................EX-99.B5.1
2. Consent of Public Accountant............... ........................EX-99.B11
3. Distribution Plan for the Jumper Strategic Advantage Fund...........EX-99.B15
4. Rule 18f-3 Plan for the Jumper Strategic Advantage Fund.............EX-99.B18
MANAGEMENT AGREEMENT
TO: The Jumper Group, Inc.
One Union Square, Suite 505
Chattanooga, TN 37402
Dear Sirs:
AmeriPrime Funds (the "Trust") herewith confirms our agreement with
you.
The Trust has been organized to engage in the business of an investment
company. The Trust currently offers several series of shares to investors, one
of which is the Jumper Strategic Advantage Fund (the "Fund").
You have been selected to act as the sole investment adviser of the
Fund and to provide certain other services, as more fully set forth below, and
you are willing to act as such investment adviser and to perform such services
under the terms and conditions hereinafter set forth. Accordingly, the Trust
agrees with you as follows effective upon the date of the execution of this
Agreement.
1........ADVISORY SERVICES
.........You will regularly provide the Fund with such investment
advice as you in your discretion deem advisable and will furnish a continuous
investment program for the Fund consistent with the Fund's investment objectives
and policies. You will determine the securities to be purchased for the Fund,
the portfolio securities to be held or sold by the Fund and the portion of the
Fund's assets to be held uninvested, subject always to the Fund's investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect, and subject further to such policies and instructions as the
Board may from time to time establish. You will advise and assist the officers
of the Trust in taking such steps as are necessary or appropriate to carry out
the decisions of the Board and the appropriate committees of the Board regarding
the conduct of the business of the Fund.
2........ALLOCATION OF CHARGES AND EXPENSES
.........You will pay all operating expenses of the Fund, including the
compensation and expenses of any employees of the Fund and of any other persons
rendering any services to the Fund; clerical and shareholder service staff
salaries; office space and other office expenses; fees and expenses incurred by
the Fund in connection with membership in investment company organizations;
legal, auditing and accounting expenses; expenses of registering shares under
federal and state securities laws, excluding expenses incurred by the Fund in
connection with the organization and initial registration of shares of the Fund;
insurance expenses; fees and expenses of the custodian, transfer agent, dividend
disbursing agent, shareholder service agent, plan agent, administrator,
accounting and pricing services agent and underwriter of the Fund; expenses,
including clerical expenses, of issue, sale, redemption or repurchase of shares
of the Fund; the cost of preparing and distributing reports and notices to
shareholders, the cost of printing or preparing prospectuses and statements of
additional information for delivery to the Fund's current shareholders; the cost
of printing or preparing stock certificates or any other documents, statements
or reports to shareholders; expenses of shareholders' meetings and proxy
solicitations; advertising, promotion and other expenses incurred directly or
indirectly in connection with the sale or distribution of the Fund's shares
(excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1
under the Investment Company Act of 1940 (the"1940 Act"), as amended); and all
other operating expenses not specifically assumed by the Fund.
<PAGE>
The Fund will pay all brokerage fees and commissions, taxes,
interest, fees and expenses of the non-interested person trustees and such
extraordinary or non-recurring expenses as may arise, including litigation to
which the Fund may be a party and indemnification of the Trust's trustees and
officers with respect thereto. The Fund will also pay expenses which it is
authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain
reimbursement from the Fund, at such time or times as you may determine in your
sole discretion, for any of the expenses advanced by you, which the Fund is
obligated to pay, and such reimbursement shall not be considered to be part of
your compensation pursuant to this Agreement.
3. COMPENSATION OF THE ADVISER
For all of the services to be rendered and payments to be made
as provided in this Agreement, as of the last business day of each month, the
Fund will pay you a fee at the annual rate of 0.75% of the average value of its
daily net assets.
The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable provisions of the Declaration of Trust of
the Trust or a resolution of the Board, if required. If, pursuant to such
provisions, the determination of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the business day, or as of such other time
as the value of the Fund's net assets may lawfully be determined, on that day.
If the determination of the net asset value of the Fund has been suspended for a
period including such month, your compensation payable at the end of such month
shall be computed on the basis of the value of the net assets of the Fund as
last determined (whether during or prior to such month).
4. EXECUTION OF PURCHASE AND SALE ORDERS
In connection with purchases or sales of portfolio securities
for the account of the Fund, it is understood that you will arrange for the
placing of all orders for the purchase and sale of portfolio securities for the
account with brokers or dealers selected by you, subject to review of this
selection by the Board from time to time. You will be responsible for the
negotiation and the allocation of principal business and portfolio brokerage. In
the selection of such brokers or dealers and the placing of such orders, you are
directed at all times to seek for the Fund the best qualitative execution,
taking into account such factors as price (including the applicable brokerage
commission or dealer spread), the execution capability, financial responsibility
and responsiveness of the broker or dealer and the brokerage and research
services provided by the broker or dealer.
You should generally seek favorable prices and commission
rates that are reasonable in relation to the benefits received. In seeking best
qualitative execution, you are authorized to select brokers or dealers who also
provide brokerage and research services to the Fund and/or the other accounts
over which you exercise investment discretion. You are authorized to pay a
broker or dealer who provides such brokerage and research services a commission
for executing a Fund portfolio transaction which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if you determine in good faith that the amount of the commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker or dealer. The determination may be viewed in
terms of either a particular transaction or your overall responsibilities with
respect to the Fund and to accounts over which you exercise investment
discretion. The Fund and you understand and acknowledge that, although the
information may be useful to the Fund and you, it is not possible to place a
dollar value on such information. The Board shall periodically review the
commissions paid by the Fund to determine if the commissions paid over
representative periods of time were reasonable in relation to the benefits to
the Fund.
Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking best qualitative
execution as described above, you may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute Fund
portfolio transactions.
Subject to the provisions of the 1940 Act, and other
applicable law, you, any of your affiliates or any affiliates of your affiliates
may retain compensation in connection with effecting the Fund's portfolio
transactions, including transactions effected through others. If any occasion
should arise in which you give any advice to clients of yours concerning the
shares of the Fund, you will act solely as investment counsel for such client
and not in any way on behalf of the Fund. Your services to the Fund pursuant to
this Agreement are not to be deemed to be exclusive and it is understood that
you may render investment advice, management and other services to others,
including other registered investment companies.
5. LIMITATION OF LIABILITY OF ADVISER
You may rely on information reasonably believed by you to be
accurate and reliable. Except as may otherwise be required by the 1940 Act or
the rules thereunder, neither you nor your shareholders, members, officers,
directors, employees, agents, control persons or affiliates of any thereof shall
be subject to any liability for, or any damages, expenses or losses incurred by
the Trust in connection with, any error of judgment, mistake of law, any act or
omission connected with or arising out of any services rendered under, or
payments made pursuant to, this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or gross
negligence on the part of any such persons in the performance of your duties
under this Agreement, or by reason of reckless disregard by any of such persons
of your obligations and duties under this Agreement.
Any person, even though also a director, officer, employee,
member, shareholder or agent of you, who may be or become an officer, director,
trustee, employee or agent of the Trust, shall be deemed, when rendering
services to the Trust or acting on any business of the Trust (other than
services or business in connection with your duties hereunder), to be rendering
such services to or acting solely for the Trust and not as a director, officer,
employee, member, shareholder or agent of you, or one under your control or
direction, even though paid by you.
6. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall take effect on the date of its execution,
and shall remain in force for a period of two (2) years from the date of its
execution, and from year to year thereafter, subject to annual approval by (i)
the Board or (ii) a vote of a majority of the outstanding voting securities of
the Fund, provided that in either event continuance is also approved by a
majority of the trustees who are not interested persons of you or the Trust, by
a vote cast in person at a meeting called for the purpose of voting such
approval.
If the shareholders of the Fund fail to approve the Agreement
in the manner set forth above, upon request of the Board, you will continue to
serve or act in such capacity for the Fund for the period of time pending
required approval of the Agreement, of a new agreement with you or a different
adviser or other definitive action; provided that the compensation to be paid by
the Fund to you for your services to and payments on behalf of the Fund will be
equal to the lesser of your actual costs incurred in furnishing such services
and payments or the amount you would have received under this Agreement for
furnishing such services and payments.
This Agreement may, on sixty days written notice, be
terminated with respect to the Fund, at any time without the payment of any
penalty, by the Board, by a vote of a majority of the outstanding voting
securities of the Fund, or by you. This Agreement shall automatically terminate
in the event of its assignment.
7. USE OF NAME
The Trust and you acknowledge that all rights to the name
"Jumper" or any variation thereof belong to you, and that the Trust is being
granted a limited license to use such words in its Fund name or in any class
name. In the event you cease to be the adviser to the Fund, the Trust's right to
the use of the name "Jumper" shall automatically cease on the ninetieth day
following the termination of this Agreement. The right to the name may also be
withdrawn by you during the term of this Agreement upon ninety (90) days'
written notice by you to the Trust. Nothing contained herein shall impair or
diminish in any respect, your right to use the name "Jumper" in the name of, or
in connection with, any other business enterprises with which you are or may
become associated. There is no charge to the Trust for the right to use this
name.
8. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this Agreement shall be
effective until approved by the Board, including a majority of the trustees who
are not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the series to which the amendment relates.
<PAGE>
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
The term "AmeriPrime Funds" means and refers to the Trustees
from time to time serving under the Trust's Declaration of Trust as the same may
subsequently thereto have been, or subsequently hereto be, amended. It is
expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the trustees and shareholders
of the Trust and signed by officers of the Trust, acting as such, and neither
such authorization by such trustees and shareholders nor such execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.
10. SEVERABILITY
In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.
11. QUESTIONS OF INTERPRETATION
(a) This Agreement shall be governed by the laws of the State
of Ohio.
(b) For the purpose of this Agreement, the terms "majority of
the outstanding voting securities," "control" and "interested person" shall have
their respective meanings as defined in the 1940 Act and rules and regulations
thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under the 1940 Act; and the term "brokerage
and research services" shall have the meaning given in the Securities Exchange
Act of 1934.
(c) Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the United
States courts or in the absence of any controlling decision of any such court,
by the Securities and Exchange Commission or its staff. In addition, where the
effect of a requirement of the 1940 Act, reflected in any provision of this
Agreement, is revised by rule, regulation, order or interpretation of the
Securities and Exchange Commission or its staff, such provision shall be deemed
to incorporate the effect of such rule, regulation, order or interpretation.
12. NOTICES
Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust is
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092, and your address for
this purpose shall be One Union Square, Suite 505, Chattanoogae, Tennessee
37402.
<PAGE>
13. COUNTERPARTS
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
14. BINDING EFFECT
Each of the undersigned expressly warrants and represents that
he has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his signature will operate to bind the party indicated
to the foregoing terms.
15. CAPTIONS
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
If you are in agreement with the foregoing, please sign the
form of acceptance on the accompanying counterpart of this letter and return
such counterpart to the Trust, whereupon this letter shall become a binding
contract upon the date thereof.
Yours very truly,
ATTEST:
AmeriPrime Funds
By: By: Name/Title:
Kenneth D. Trumphfeller, President
Dated: as of January 4, 1999
ACCEPTANCE
The foregoing Agreement is hereby accepted.
ATTEST:
Jumper Group, Inc.
By: By:
Name/Title: Name/Title:
Dated: as of January 4, 1999
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the use in this Post-Effective Amendment No. 21 to the AmeriPrime
Funds' Registration Statement on Form N-1A to the references made to us under
the caption "Auditors" included in the Prospectus and under the caption
"Accountants" included in the Statement of Additional Information.
/s/
McCurdy & Associates CPA's, Inc.
Westlake, Ohio
January 22, 1999
Jumper Strategic Advantage Fund
Investor Class Shares
Distribution Plan
WHEREAS, AmeriPrime Funds, an Ohio business trust (the "Trust"),
engages in business as an open-end management investment company and is
registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares
of beneficial interest without par value (the "Shares"), which may be divided
into one or more series of Shares ("Series"); and
WHEREAS, the Trust currently offers several Series, one of which is
Jumper Strategic Advantage Fund (the "Fund"); and
WHEREAS, there currently are two Fund classes, designated Institutional
Class and Investor Class; and
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are
not interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "Qualified Trustees"), having determined, in the
exercise of reasonable business judgment and in light of their fiduciary duties
under state law and under Section 36(a) and (b) of the 1940 Act, that there is a
reasonable likelihood that this Plan will benefit the Fund and its Investor
Class shareholders, have approved this Plan by votes cast in person at a meeting
called for the purpose of voting hereon and on any agreements related hereto;
NOW THEREFORE, the Trust hereby adopts this Plan for Investor Class of
the Fund in accordance with Rule 12b-1 under the 1940 Act, on the following
terms and conditions:
1. Distribution Activities. Subject to the supervision of the Trustees of
the Trust, the Trust may, directly or indirectly, engage in any activities
related to the distribution of Shares of Investor Class, which activities may
include, but are not limited to, the following: (a) payments, including
incentive compensation, to securities dealers or other financial intermediaries,
financial institutions, investment advisors and others that are engaged in the
sale of Shares, or that may be advising shareholders of the Trust regarding the
purchase, sale or retention of Shares; (b) payments, including incentive
compensation, to securities dealers or other financial intermediaries, financial
institutions, investment advisors and others that hold Shares for shareholders
in omnibus accounts or as shareholders of record or provide shareholder support
or administrative services to Investor Class and its shareholders; (c) expenses
of maintaining personnel (including personnel of organizations with which the
Trust has entered into agreements related to this Plan) who engage in or support
distribution of Shares or who render shareholder support services, including,
but not limited to, allocated overhead, office space and equipment, telephone
facilities and expenses, answering routine inquiries regarding the Trust,
processing shareholder transactions, and providing such other shareholder
services as the Trust may reasonably request; (d) costs of preparing, printing
and distributing Investor Class prospectuses and statements of additional
information and reports of the Fund for recipients other than existing
shareholders of the Fund; (e) costs of formulating and implementing marketing
and promotional activities, including, but not limited to, sales seminars,
direct mail promotions and television, radio, newspaper, magazine and other mass
media advertising; (f) costs of preparing, printing and distributing sales
literature; (g) costs of obtaining such information, analyses and reports with
respect to marketing and promotional activities as the Trust may, from time to
time, deem advisable; and (h) costs of implementing and operating this Plan. The
Trust is authorized to engage in the activities listed above, and in any other
activities related to the distribution of Shares, either directly or through
other persons with which the Trust has entered into agreements related to this
Plan.
2. Maximum Expenditures. The expenditures to be made by the Trust
pursuant to this Plan and the basis upon which payment of such
expenditures will be made shall be determined by the Trustees
of the Trust, but in no event may such expenditures exceed in
any fiscal year an amount calculated at the rate of 0.25% of
the average daily net asset value of the Investor Class. Such
payments for distribution activities may be made directly by
the Trust or the Trust's investment adviser may pay such
expenses and obtain reimbursement from the Trust.
3. Term and Termination. (a) This Plan shall become effective the day before the
first issuance of Investor Class Shares.
(b) Unless terminated as herein provided, this Plan shall
continue in effect for one year from the effective date and
shall continue in effect for successive periods of one year
thereafter, but only so long as each such continuance is
specifically approved by votes of a majority of both (i) the
Trustees of the Trust and (ii) the Qualified Trustees, cast in
person at a meeting called for the purpose of voting on such
approval.
(c) This Plan may be terminated at any time by the vote of a
majority of the Qualified Trustees or by vote of a majority of
the outstanding voting securities (as defined in the 1940 Act)
of the Investor Class. If this Plan is terminated, the Fund
will not be required to make any payments for expenses
incurred after the date of termination.
4. Amendments. All material amendments to this Plan must be
approved in the manner provided for annual renewal of this
Plan in Section 3(b) hereof. In addition, this Plan may not be
amended to increase materially the amount of expenditures
provided for in Section 2 hereof unless such amendment is
approved by a vote of the majority of the outstanding voting
securities of the Investor Class (as defined in the 1940 Act).
5. Selection and Nomination of Trustees. While this Plan is in
effect, the selection and nomination of Trustees who are not
interested persons (as defined in the 1940 Act) of the Trust
shall be committed to the discretion of the Trustees who are
not interested persons of the Trust.
6. Quarterly Reports. The Treasurer of the Trust shall provide to
the Trustees and the Trustees shall review, at least
quarterly, a written report of the amounts expended pursuant
to this Plan and any related agreement and the purposes for
which such expenditures were made.
7. Recordkeeping. The Trust shall preserve copies of this Plan
and any related agreement and all reports made pursuant
Section 6 hereof, for a period of not less than six years from
the date of this Plan, the agreements or such reports, as the
case may be, the first two years in an easily accessible
place.
8. Limitation of Liability. A copy of the Agreement and
Declaration of Trust of the Trust, as amended, is on file with
the Secretary of the State of Ohio and notice is hereby given
that this Plan is executed on behalf of the Trustees of the
Trust as trustees and not individually and that the
obligations of this instrument are not binding upon the
Trustees, the shareholders of the Trust individually or the
assets or property of any other series of the Trust, but are
binding only upon the assets and property of the Fund.
AMERIPRIME FUNDS
MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
FOR THE JUMPER STRATEGIC ADVANTAGE 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 Jumper Strategic
Advantage Fund (the "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:
Investor Class and Institutional Class.
a. Investor Class shares of the Fund are offered and
sold at net asset value without an initial sales
charge or contingent deferred sales charge. Investor
Class shares are subject to a 12b-1 fee at a maximum
annual rate of 0.25% of Investor Class assets.
b. Institutional Class shares are offered and sold at
net asset value without an initial sales charge or
contingent deferred sales charge. Institutional Class
shares are not subject to a 12b-1 fee.
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.
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 subject
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 shall become effective the day
before the first issuance of Investor Class Shares. 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).
