SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
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Pre-Effective Amendment No. / /
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Post-Effective Amendment No. 45 /X/
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
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Amendment No. 46 /X/
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(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
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Kenneth Trumpfheller, 1793 Kingswood Dr., Suite 200, Southlake, TX 76092
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(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.
<PAGE>
CMS
The Cash Fund - Pinnacle Shares
PROSPECTUS
_____________, 2000
INVESTMENT OBJECTIVE
Current income, liquidity and maintenance of a stable price of $1.00 per share
290 Turnpike Road, #338
Westborough, MA 01581
Toll-free (888)xxx-xxxx
Like all mutual funds, the Securities and Exchange Commission has not approved
or disapproved these securities or passed upon the adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
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CONTENTS Page
Master-Feeder Structure
Risk/Return Summary
o Objective and Principal Strategies
o Principal Risks
Fund Fees and Expenses
Management
Performance
Distributions
Shareholder Information
o Purchasing Shares
o Selling Shares
Description of the Class
Taxes
Distribution (12b-1) Fees
Servicing Fees
For More Information Back Cover
<PAGE>
MASTER-FEEDER STRUCTURE
The Fund operates under a master-feeder structure. This means that the Fund
seeks to achieve its investment objective by investing all of its investable
assets in the Money Market Portfolio of the AMR Investment Services Trust. The
Portfolio is a separate mutual fund managed by AMR Investment Services, Inc. The
investment objective and strategies of the Portfolio are substantially the same
as the Fund. Throughout this Prospectus, statements regarding investments made
by the Fund refer to investments made by the Portfolio.
RISK/RETURN SUMMARY
Objective and Principal Strategies.
The Fund's investment objective is current income, liquidity and maintenance of
a stable price of $1.00 per share. To achieve this objective, the Portfolio
invests only in high quality short-term money market instruments that present
minimal credit risks, as determined by the Portfolio's investment adviser
subject to the oversight and review of the Portfolio's Board of Trustees.
Generally, the Fund will only purchase money market instruments that mature in
thirteen months or less, although instruments subject to repurchase agreements
and certain variable and floating rate obligations may have longer final
maturities. The Fund intends to maintain a dollar-weighted average portfolio
maturity of 90 days or less.
The Fund invests primarily in high quality corporate debt obligations,
securities of the U.S. Government, its agencies or instrumentalities, and
obligations of financial institutions. Debt obligations include commercial
paper, which are short term promissory notes issued by domestic companies to
finance current obligations. Notes, bonds, variable amount master demand notes,
mortgage-backed and asset-backed securities, and variable and floating rate
securities are also forms of debt obligations. U.S. Government securities
include direct obligations of the U.S. Treasury, such as U.S. Treasury bills,
notes and bonds, as well as bonds and notes of U.S. government agencies or
instrumentalities.
The Fund invests more than 25% of its total assets in obligations issued by the
banking industry. However, for temporary defensive purposes when the Portfolio's
investment adviser believes that maintaining this concentration may be
inconsistent with the best interests of shareholders, the Fund may not maintain
this concentration.
Obligations of financial institutions include negotiable certificates of
deposit, bankers' acceptances, time deposits and other obligations of large U.S.
banks. The Fund invests from time to time in U.S. dollar-denominated Eurodollar
and Yankeedollar bank obligations as well as other U.S. dollar-denominated
obligations of foreign banks, foreign corporations and foreign governments.
The Fund's Board of Trustees may change the objective of the Fund without
shareholder approval. The Fund will notify you if there is any material change.
If there is a change in the objective, you should consider whether the Fund
would continue to be the right investment for you. There is no guarantee that
the Fund will meet its objective.
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SHARE PRICE
Like all money market funds, the Fund will make every effort to maintain a net
asset value of $1 per share. There can be no guarantee that the Fund will always
be able to do so.
PORTFOLIO MATURITY
The maturity date is the date that the principal amount of the notes, drafts, or
other debt instruments are due and payable. A money market Fund's portfolio is
appropriately weighted and adjusted to ensure that the portfolio always has an
average maturity of 90 days or less.
HIGH QUALITY
High quality money market instruments include those that are:
1. Rated in the highest rating category for short-term debt (by any two
nationally recognized statistical rating organizations, or by one
rating organization if only one has issued a rating) , or
2. Unrated and determined by the Portfolio's investment adviser to be of
comparable quality, subject to the oversight and review by the
Portfolio's Board of Trustees.
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<PAGE>
PRINCIPAL RISKS
All investments involve risk, and the Fund's principal risks are described
below. To limit these risks, we invest only in high-quality securities with
short maturities (no more than thirteen months).
An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the Fund.
Interest Rate Risk. A money market fund's yield changes as current interest
rates change. When interest rates are low, the Fund's yield (and total return)
will also be low. The longer the average maturity of the securities held by the
Fund, the more sensitive the Fund will be to interest rate changes.
Prepayment Risk. During periods of declining interest rates, prepayment of loans
underlying mortgage-backed and asset-backed securities usually accelerates.
Prepayment may shorten the effective maturities of these securities and the Fund
may have to reinvest at a lower interest rate.
Credit Risk. The issuer of a security in the Fund's portfolio may default on its
payment obligation, which could cause the Fund's share price or yield to fall.
The Fund could also be negatively affected if investors lose confidence in the
issuer's ability to pay back its debt.
Government Risk. It is possible that the U.S. Government would not provide
financial support to its agencies or instrumentalities if it is not required to
do so by law. If a U.S. Government agency or instrumentality in which the Fund
invests defaults and the U.S. Government does not stand behind the obligation,
the Fund's share price or yield could fall.
Management Risk. If the Portfolio's investment adviser incorrectly predicts
interest rate trends, the Fund could underperform compared to other money market
funds..
Foreign Risk. The Fund's investments in foreign securities involve certain
additional risks. For example, foreign banks and companies generally are not
subject to regulatory requirements comparable to those applicable to U.S. banks
and companies. In addition, political and economic developments may adversely
affect the value of the Fund's foreign securities. In all cases, however, we
invest only in U.S. dollar-denominated securities.
Counter-Party Risk. The Fund may use repurchase agreements, which are
transactions in which the Fund purchases securities and simultaneously commits
to resell the securities to the seller at an agreed-upon price on an agreed upon
future date. If the seller of the securities (the Counter-Party) fails to pay
the agreed resale price on the agreed delivery date, the Fund could incur costs
in selling the collateral.
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HOW THE FUND HAS PERFORMED
Although past performance of a fund is no guarantee of how it will perform in
the future, historical performance may give you some indication of the risk of
investing in the fund because it demonstrates how its returns have varied over
time. The Bar Chart and Performance Table that would otherwise appear in this
prospectus have been omitted because the Fund is recently organized and has
annual returns of less than one year.
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<PAGE>
FUND FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.1
Shareholder Fees2 (fees paid directly from your investment) - NONE
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees..........................................0.10%
Distribution (12b-1) Fees................................0.75%
Other Expenses3..........................................0.20%
Total Annual Fund Operating Expenses.....................1.05%
1 The expense table and the example below reflect the expenses of both the
Fund and the Portfolio.
2 Shares may be purchased and sold through certain financial institutions.
These institutions may charge transaction or other fees.
3 Other expenses are based on estimated amounts for the current year. They
consist of an annual administration fee paid to the Fund's adviser of 0.20%.
The Fund estimates that the remaining other expenses paid by the Fund will be
less than 0.005% of average net assets for the current fiscal year.
Example: This example is intended to help you compare the cost of investment in
the Fund with the cost of investing in other ---------- mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods
indicated, reinvest your dividends and distributions, and then redeem all of
your shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:
1 year 3 years
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$108 $336
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Fees:
Management fees: fees paid to the investment adviser for managing the Fund's
assets. The Portfolio's investment adviser receives the management fees for the
periods that the Fund invests in the Portfolio. The Fund's investment adviser
receives the management fees for the periods that the Fund does not invest in
the Portfolio or another master fund.
Distribution fees: fees paid to the Fund's distributor for maintaining
shareholder accounts, providing information for prospective investors and
account maintenance.
Other expenses: expenses incurred by the Fund for miscellaneous items such as
custody, administration and registration fees. Unlike most other mutual funds,
the Fund's investment adviser pays the Fund's other expenses (with a few
exceptions).
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<PAGE>
MANAGEMENT
The Fund's Adviser
The investment adviser for the Fund is Cash Management Systems, Inc. ("CMS"), a
wholly owned subsidiary of Legacy Investment Group, LLC, 290 Turnpike Road,
#338,Westborough, Massachusetts 01581. CMS is newly formed investment advisory
firm that designs, produces and markets cash management products for financial
institutions. The President of CMS is David Reavill. While CMS has no previous
experience managing a mutual fund, Mr. Reavill has over 25 years of experience
in the financial services industry. For the past 13 years he has designed and
marketed money market funds and other short term instruments for banks and
broker/dealers nationwide. He is the creator of the Open Architecture Fund, an
innovative cash management program that uses advanced new clearing technology to
produce cash management instruments for investment professionals and their
clients. Mr. Reavill holds five NASD principal licenses and is listed in Who's
Who in Finance and Business.
The Fund is authorized to pay CMS a fee of equal to an annual average rate of
0.10 % of its average daily net assets. CMS receives no advisory fee for the
periods that the Fund is a "feeder" in a master-feeder relationship. During
these periods, investment decisions will be made by the investment adviser to
the "master" fund.
The Portfolio's Adviser
AMR Investment Services, Inc. ("AMR") is the Portfolio's investment adviser.
AMR's address is 4333 Amon Carter Boulevard, Fort Worth, Texas 76155. AMR is a
wholly-owned subsidiary of AMR Corporation, the parent company of American
Airlines, Inc. AMR was organized in 1986 to provide investment management,
advisory, administrative and asset management consulting services. As of March
31, 2000 AMR had the approximately $23.3 billion of assets under management,
including approximately $10.1 billion under active management and $13.2 billion
as named fiduciary or financial adviser. Of this total, approximately $14.9
billion of assets are related to AMR Corporation.
PERFORMANCE
Investors may call the Fund at 1-800-___-____ to obtain the current 7-day yield.
<PAGE>
DISTRIBUTIONS
The Fund pays dividends to shareholders from net investment income every month.
Although the Fund is not likely to receive capital gains because of the types of
securities purchased, any received will be distributed to shareholders at least
once a year.
For your convenience, we automatically reinvest dividends and capital gains in
the Fund. If you want distributions in cash, simply mark the appropriate box on
your account application and we will send you a check instead of purchasing more
shares of the Fund. You will receive confirmation that shows the payment amount
and a summary of all transactions. Checks are normally mailed within five
business days of the payment date.
SHAREHOLDER INFORMATION
Purchasing Shares
You may purchase shares of the Fund with an initial investment of $2,500 and
additional investments of as little as $50. You can also choose to participate
in the automatic investment program with automatic purchases in an amount as
little as $50. Your price for Fund shares is the Fund's net asset value per
share ("NAV") next calculated after receiving your order in proper form. The NAV
is based on the value of the Fund's investments (using the amortized cost
method). These investments are priced based on their current market value. The
Fund is not open, and NAV is not calculated, on each day that the New York Stock
Exchange is closed for business, and on Columbus Day and Veterans Day. When
market quotations are not readily available, the investments are priced at fair
value as determined by the Portfolio's investment adviser subject to the review
of the Portfolio's Board of Trustees.
Selling shares
Your shares will be sold at the next NAV calculated after your order is received
in proper order by the Fund's transfer agent. You may receive your payment by
check or federal wire transfer. The proceeds may be more or less than the
payment by check or federal wire transfer. The proceeds may be more or less than
the purchase price of your shares. Presently there is no charge for wire
redemptions. The Fund reserves the right to charge for this service in the
future.
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Net Asset Value- This is the price per share of a mutual fund. NAV is calculated
as of the close of the New York Stock Exchange (4:00 p.m., Eastern Time). It is
determined by taking the net assets of the Fund (assets - liabilities) divided
by the total number of fund shares outstanding.
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A money market fund uses the amortized cost method for valuing securities, which
normally approximates market value, and is intended to result in an NAV of $1.00
per share at all times.
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Proper Order - When buying and selling shares, proper order means that all
required documents are properly completed, signed and received by the Fund or
its agents.
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<PAGE>
Opening an Account
Decide whether your first investment will be paid by check or wire. Initial
payment must be at least $2,500.
1. By check. Complete your account application and send it, along with a
check made payable to the Fund to The Cash Fund - Pinnacle Shares, c/o Unified
Funds Service, Inc. P.O. Box 6110 Indianapolis, Indiana 46204-6110.
2. By wire. Call the Transfer Agent at 888-___-____ to set up your account
and to receive an account number. Call your bank and have your investment amount
wired. Your bank will need the following information.
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ABA routing #___________
Attn: The Cash Fund - Pinnacle shares
D.D.A. #_______________
Account Name
Your Account #
Purchasing Additional Shares
Decide whether the purchases will be by mail, wire or automatic investment. Your
purchase must meet the $50.00 minimum.
1. By mail. Send check to The Cash Fund, c/o Unified Funds Service, Inc.
P.O. Box 6110 Indianapolis, Indiana 46204-6110, along with: your name, your
account number and the name of the Fund.
2. By wire. Call your bank and have your investment amount wired. Your bank
will need the following information: _____________. ABA routing #_____________
Attention The Cash Fund Account Name and Account number.
3. Automatic Investment Program. Fill out your account application,
designating automatic investment option and attach a voided check. The Fund
automatically deducts payment from your account on a regular basis.
<PAGE>
Selling Shares
If you completed the Optional Telephone Redemption and Exchange section of the
Fund's account application, you may redeem by telephone.
1. By Telephone. Call the transfer agent at 888-___-____.
2. Through your broker. Call your broker/dealer or other financial
institution. You may be charged a fee by the institution.
3. By mail. Write to the Fund's transfer agent at: The Cash Fund c/o
Unified Fund Services, Inc. 431 North Pennsylvania Street, Indianapolis, IN
46204.
On 30 days' written notice, the Fund may redeem any account that has less than
$2,500. A shareholder may increase the value of the account to the minimum
amount during the 30 day period.
ADDITIONAL INVESTMENT STRATEGIES
The Fund may invest up to 10% of its net assets in illiquid securities. For
temporary purposes, the Fund may borrow amounts of up to one third of its total
assets. These strategies and their related risks are described in detail in the
Statement of Additional Information.
ADDITIONAL INFORMATION ABOUT THE MASTER-FEEDER STRUCTURE
The Fund is a "feeder" fund that invests all of its investable assets
in a "master" fund with the same investment objective. The "master" fund
purchases securities for investment. The master-feeder structure works as
follows:
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Investor
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~/ purchases shares of
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Feeder Fund
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~/ which invests in
----------------------------------------
Master Fund
----------------------------------------
~/ which buys
----------------------------------------
Investment Securities
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The Fund can withdraw its investment in the Portfolio at any time if
the Board determines that it is in the best interest of the Fund and its
shareholders to do so. If this happens, the Fund's assets will be invested
according to the investment policies and restrictions described in this
Prospectus.
<PAGE>
TAXES
As with any investment, you should consider how your investment in the Fund will
be taxed. If your account is not a tax-deferred retirement account, you should
be aware of these tax consequences. For federal tax purposes, the Fund's income
and short-term capital gain distributions are taxed as dividends; long-term
capital gain distributions are taxed as long-term capital gains. Your
distributions may also be subject to state income tax. The distributions are
taxable when they are paid, whether you take them in cash or participate in the
dividend reinvestment program. Each January, the Fund will mail you a form
indicating the federal tax status of your dividend and capital gain
distributions.
All shareholders must provide the Fund with a correct taxpayer identification
number (generally your Social Security Number) and certify that you are not
subject to backup withholding. If you fail to do so, the IRS can require the
Fund to withhold 31% of your taxable distributions and redemptions. Federal law
also requires the Funds to withhold 30% of the applicable tax treaty rate from
dividends paid to certain non-resident alien, non-US partnership and non-U.S.
corporation shareholder accounts.
Please see the statement of additional information and your own tax adviser for
further information.
DESCRIPTION OF THE CLASS
This prospectus offers shares of the Pinnacle shares, a class of The Cash Fund.
These shares are regular retail shares and may be purchased through certain
broker-dealers. This class pays the 12b-1 fees and shareholder servicing fees
described below. The Fund may offer other classes of shares.
DISTRIBUTION (12b-1) FEES
The Fund has adopted a plan under rule 12b-1 that allows the Fund to pay
distribution and other fees for the sale and distribution of its shares. These
12b-1 fees may not exceed 0.75% per year. All or a substantial portion of the
12b-1 fees are paid to the dealer of record. Because the distribution fees are
paid out of the Fund's assets on an on-going basis, over time these fees will
increase the cost of your investment and may cost you more than paying other
types of sales charges.
SERVICING FEES
The Fund has adopted a plan that allows the Fund to pay certain financial
institutions (which may include banks, securities dealers and other industry
professionals) a servicing fee for services provided to shareholders. These
servicing fees may not exceed 0.25% per year. There is no present intention to
charge the Pinnacle shares a servicing fee. Shareholders will be notified in
advance if a servicing fee will be charged.
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The Taxpayer Relief Act of 1997 made certain changes to capital gains tax rates.
Under the law, taxpayers in all brackets will have an advantage when it comes to
capital gains tax rates. The Fund will provide information relating to the
portion of any Fund distribution that is eligible for the reduced capital gains
tax rate.
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FOR MORE INFORMATION
Several additional sources of information are available to you. The
Statement of Additional Information (SAI), incorporated into this prospectus by
reference, contains detailed information on Fund policies and operations. Annual
and semi-annual reports contain management's discussion of market conditions,
investment strategies and performance results as of the Funds' latest
semi-annual or annual fiscal year end.
Call the Fund at 800 __-____ to request free copies of the SAI and the
Fund's annual and semi-annual reports, to request other information about the
Fund and to make shareholder inquiries.
You may review and copy information about the Fund (including the SAI
and other reports) at the Securities and Exchange Commission (SEC) Public
Reference Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours
and operation. You may also obtain reports and other information about the Fund
on the EDGAR Database on the SEC's Internet site at http.//www.sec.gov, and
copies of this information may be obtained, after paying a duplicating fee, by
electronic request at the following e-mail address: [email protected], or by
writing the SEC's Public Reference Section of the SEC, Washington, D.C.
20549-0102.
Investment Company Act #811-9096
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THE CASH FUND
A Series of the AmeriPrime Funds
STATEMENT OF ADDITIONAL INFORMATION
________________, 2000
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This Statement of Additional Information is not a prospectus. It should be read
in conjunction with the Prospectus of The Cash Fund, dated ________________,
2000. A copy of the Prospectus can be obtained by writing the Fund c/o Unified
Fund Services, 431 North Pennsylvania Street, Indianapolis, Indiana 46204. You
may also call 1-800 ___________.
TABLE OF CONTENTS PAGE
About the Fund
Types of Investments and Investment Techniques
Investment Limitations
Investment Adviser
Management of the Fund
Trustees and Officers of the AMR Trust
Distribution Plan
Shareholder Servicing Plan
Portfolio Transactions and Brokerage
How to Invest in the Fund
How to Redeem Shares
Share Price Calculation
Performance
Taxes
Other Information
<PAGE>
ABOUT THE FUND
The Cash Fund (the "Fund") was organized as a series of the AmeriPrime
Funds (the "Trust") on February 2, 1999. 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.
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 public offering of the Fund, AmeriPrime Financial Securities, Inc. purchased
for investment all of the outstanding shares of the Fund and may be deemed to
control the Fund.
Each share of a series represents an equal proportionate interest in
the assets and liabilities belonging to that series. Each other share of that
series is entitled to 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. 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,
shareholders of the series being liquidated will be entitled to receive as a
group, 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.
MASTER-FEEDER STRUCTURE. As of the date of this Statement of Additional
Information, the Fund employs a master-feeder structure and seeks to achieve its
investment objective by investing all of its investable assets in the Portfolio
(the "Portfolio") of the AMR Investment Services Trust (the "AMR Trust").
Accordingly, the Portfolio directly acquires portfolio securities and the Fund
acquires an indirect interest in those securities. The assets of the Portfolio
belong only to, and the liabilities of the Portfolio are borne solely by, the
Portfolio and no other series of the AMR Trust.
The Fund's investment in the Portfolio is in the form of
non-transferable beneficial interests. All investors in the Portfolio will
invest on the same terms and conditions and will pay a proportionate share of
the Portfolio's expenses. The Portfolio does not sell its shares directly to
members of the general public. Other investors in the Portfolio, such as other
investment companies that might sell their shares to the public, are not
required to sell their shares at the same public offering price as the Fund, and
could have different advisory and other fees and expenses than the Fund.
Therefore, the Fund's shareholders may have different returns than shareholders
in other investment companies that invest in the Portfolio.
CERTAIN RISKS OF INVESTING IN THE PORTFOLIO. The Fund's investment in the
Portfolio may be affected by the actions of other large investors in the
Portfolio. For example, if the Portfolio has a large investor other than the
Fund that redeems its interest, the Portfolio's remaining investors (including
the Fund) might, as a result, experience higher pro rata operating expenses,
thereby producing lower returns. As there may be other investors in the
Portfolio, there can be no assurance that any issue that receives a majority of
the votes cast by the Fund's shareholders will receive a majority of votes cast
by all investors in the Portfolio. Other investors holding a majority interest
in the Portfolio could have voting control of the Portfolio. The Fund may
withdraw its entire investment from the Portfolio at any time if the Amerprime
Advisors Trust's Board of Trustees (the "Trust's Board") determines that it is
in the best interests of the Fund and its shareholders. The Fund might withdraw,
for example, if there were other investors in the Portfolio with power to, and
who did by a vote of all investors (including the Fund), change the investment
objective or policies of the Portfolio in a manner not acceptable to the Trust's
Board. A withdrawal could result in a distribution in kind of portfolio
securities (as opposed to a cash distribution) by the Portfolio. That
distribution could result in a smaller less diversified portfolio of investments
for the Fund. This could in turn increase the Fund's expense ratio, and result
in lower returns for the Fund's investors. If the Fund decided to convert those
securities to cash, it would incur transaction costs. If the Fund withdrew its
investment from the Portfolio, the Trust's Board would consider what action
might be taken, including the management of the Fund's assets directly by the
Fund's investment adviser (the "Adviser") or the investment of the Fund's assets
in another pooled investment entity. The inability of the Fund to find a
suitable replacement investment, in the event the Board decided not to permit
the Adviser to manage the Fund's assets directly, could have a significant
impact on shareholders of the Fund.
TYPES OF INVESTMENTS AND INVESTMENT TECHNIQUES
All investments acquired by the Fund will, at the time of acquisition, be
"eligible securities" as defined by SEC Rule 2a-7. High quality money market
instruments include those that are rated in one of the two highest rating
categories for short-term debt by any two nationally recognized statistical
rating organizations ("NRSROs"). They also include securities that may not be
rated, but are issued by an issuer with a comparable outstanding short-term debt
that is rated. High quality money market instruments may also be rated by only
one NRSRO. An unrated security may be determined to be high quality by the
Portfolio's investment adviser, subject to the oversight and review of the AMR
Trust Board of Trustees (the "AMR Trust's Board").
Fixed Income Securities. The Fund may invest in fixed income securities. Fixed
income securities include corporate debt securities, U.S. government securities
and participation interests in such securities. Fixed income securities are
generally considered to be interest rate sensitive, which means that their value
will generally decrease when interest rates rise and increase when interest
rates fall. Securities with shorter maturities, while offering lower yields,
generally provide greater price stability than longer-term securities and are
less affected by changes in interest rates.
Corporate Debt Securities. Corporate debt securities are long and short-term
debt obligations issued by companies (such as publicly issued and privately
placed bonds, notes and commercial paper). The Portfolio considers corporate
debt securities to be of investment grade quality if they are rated BBB or
higher by Standard & Poor's Corporation, or Baa or higher by Moody's Investors
Service, Inc., or if unrated, determined by the Portfolio's investment adviser
to be of comparable quality. Investment grade debt securities generally have
adequate to strong protection of principal and interest payments. In the lower
end of this category, credit quality may be more susceptible to potential future
changes in circumstances and the securities have speculative elements.
Obligations of Financial Institutions. The Fund may invest in obligations of
financial institutions. Examples of obligations in which the fund may invest
include negotiable certificates of deposit, bankers acceptances, time deposits
and other obligations of U.S. banks (including savings and loan associations)
having total assets in excess of ten billion dollars. The Fund may also invest
in U.S. dollar-denominated Eurodollar and Yankeedollar bank obligations as
discussed below and other U.S. dollar-denominated obligations of foreign banks
having total assets in excess of ten billion dollars that the sub-adviser
believes are of investment quality.
Certificates of deposit represent an institution's obligation to repay
funds deposited with it that earn a specified interest rate over a given period.
Bankers' acceptances are negotiable obligations of a bank to pay a draft, which
has been drawn by a customer, and are usually backed by goods in international
trade. Time deposits are non-negotiable deposits with a banking institution that
earn a specified interest rate over a given period. Fixed time deposits, which
are payable at a stated maturity date and bear a fixed rate of interest,
generally may be withdrawn on demand by the Fund but may be subject to early
withdrawal penalties that could reduce the Fund's yield. Unless there is a
readily available market for them, time deposits that are subject to early
withdrawal penalties and that mature in more than seven days will be treated as
illiquid securities.
Eurodollar bank obligations are U.S. dollar-denominated certificates of
deposit or time deposits issued outside the U.S. capital markets by foreign
branches of U.S. banks and by foreign banks. Yankeedollar bank obligations are
U.S. dollar-denominated obligations issued in the U.S. capital markets by
foreign banks.
Foreign, U.S. dollar-denominated Eurodollar (and to a limited extent,
Yankeedollar) bank obligations are subject to certain sovereign risks. One such
risk is the possibility that a foreign government might prevent U.S.
dollar-denominated funds from flowing across its borders. Other risks include:
adverse political and economic developments in a foreign country; the extent and
quality of government regulation of financial markets and institutions; the
imposition of foreign withholding taxes; and expropriation or nationalization of
foreign issuers.
Loan Participation Interests. Loan participation interests represent interests
in bank loans made to corporations. The contractual arrangement with the bank
transfers the cash stream of the underlying bank loan to the participating
investor. Because the issuing bank does not guarantee the participations, they
are subject to the credit risks generally associated with the underlying
corporate borrower. In addition, because it may be necessary under the terms of
the loan participation for the investor to assert through the issuing bank such
rights as may exist against the underlying corporate borrower, in the event the
underlying corporate borrower fails to pay principal and interest when due, the
investor may be subject to delays, expenses and risks that are greater than
those that would have been involved if the investor had purchased a direct
obligation (such as commercial paper) of such borrower. Moreover, under the
terms of the loan participation, the investor may be regarded as a creditor of
the issuing bank (rather than of the underlying corporate borrower), so that the
issuer may also be subject to the risk that the issuing bank may become
insolvent. Further, in the event of the bankruptcy or insolvency of the
corporate borrower, the loan participation may be subject to certain defenses
that can be asserted by such borrower as a result of improper conduct by the
issuing bank. The secondary market, if any, for these loan participations is
extremely limited and any such participations purchased by the Fund are regarded
as illiquid.
U.S. Government Obligations. The Fund may invest without limit in U.S.
government securities. U.S. government securities include securities issued or
guaranteed by the U.S. government, its agencies and instrumentalities. U.S.
Treasury bonds, notes, and bills and some agency securities, such as those
issued by the Federal Housing Administration and the Government National
Mortgage Association (GNMA), are backed by the full faith and credit of the U.S.
government as to payment of principal and interest and are the highest quality
government securities. Other securities issued by U.S. government agencies or
instrumentalities, such as securities issued by the Federal Home Loan Banks and
the Federal Home Loan Mortgage Corporation, are supported only by the credit of
the agency that issued them, and not by the U.S. government. Securities issued
by the Federal Farm Credit System, the Federal Land Banks, and the Federal
National Mortgage Association (FNMA) are supported by the agency's right to
borrow money from the U.S. Treasury under certain circumstances, but are not
backed by the full faith and credit of the U.S. government. There is no
guarantee that the U.S. government will support securities not backed by its
full faith and credit. Accordingly, although these securities have historically
involved little risk of loss of principal if held to maturity. These securities
may involve more risk than securities backed by the full faith and credit of the
U.S. government.
Rule 144A Securities. These securities are not registered for sale under Federal
securities laws but can be resold to institutions under SEC Rule 144A. Provided
that a dealer or institutional trading market in such securities exists, these
restricted securities are treated as exempt from the 10% limit on illiquid
securities. Under the supervision of the AMR Trust's Board, the Portfolio's
investment adviser determines the liquidity of restricted securities. The AMR
Trust's Board monitors trading activity in restricted securities through reports
from the Portfolio's investment adviser. If institutional trading in restricted
securities were to decline, the liquidity of a Fund could be adversely affected.
Demand Features. The Fund may invest in securities that are subject to puts and
stand-by commitments, which are defined as demand features. Demand features give
the Fund the right to resell securities at specified periods prior to their
maturity dates to the seller or to some third party at an agreed-upon price or
yield. Securities with demand features may involve certain expenses and risks,
including the inability of the issuer of the instrument to pay for the
securities at the time the instrument is exercised, non-marketability of the
instrument and differences between the maturity of the underlying security and
the maturity of the instrument. Securities may cost more with demand features
than without them. Demand features can serve three purposes: to shorten the
maturity of a variable or floating rate security, to enhance the instrument's
credit quality and to provide a source of liquidity.
Variable and Floating Rate Securities. The securities in which the Fund invests
may have variable or floating rates of interest. These securities pay interest
at rates that are adjusted periodically according to a specified formula,
usually with reference to some interest rate index or market interest rate.
Securities with ultimate maturities of greater than 397 days may be purchased
only pursuant to Rule 2a-7. Under that Rule, only those long-term instruments
that have demand features, which comply with certain requirements and certain
variable rate, demand U.S. government securities may be purchased. Similar to
fixed rate debt instruments, variable and floating rate instruments are subject
to changes in value based on changes in market interest rates or changes in the
issuer's or guarantor's creditworthiness. The rate of interest on securities
purchased by the Fund may be tied to short-term Treasury or other government
securities or indices on securities that are permissible investments of the
Fund, as well as other money market rates of interest. The Fund will not
purchase securities whose values are tied to interest rates or indices that are
not appropriate for the duration and volatility standards of a money market
fund.
Mortgage- Backed and Asset-Backed Securities. The Fund may purchase fixed or
adjustable rate mortgage-backed securities issued by the Government National
Mortgage Association, Federal National Mortgage Association, the Federal Home
Loan Mortgage Corporation, or other governmental or government-related entities.
Mortgage-backed securities consist of both collateralized mortgage obligations
and mortgage pass-through certificates.
Collateralized Mortgage Obligations ("CMOs")-CMOs and
interests in real estate mortgage investment conduits ("REMICs") are
debt securities collateralized by mortgages, or mortgage pass-through
securities. CMOs divide the cash flow generated from the underlying
mortgages or mortgage pass-through securities into different groups
referred to as "tranches," which are then retired sequentially over
time in order of priority. The principal governmental issuers of such
securities are the Federal National Mortgage Association ("FNMA"), a
government sponsored corporation owned entirely by private stockholders
and the Federal Home Loan Mortgage Corporation ("FHLMC"), a corporate
instrumentality of the United States created pursuant to an act of
Congress which is owned entirely by Federal Home Loan Banks. The
issuers of CMOs are structured as trusts or corporations established
for the purpose of issuing such CMOs and often have no assets other
than those underlying the securities and any credit support provided. A
REMIC is a mortgage securities vehicle that holds residential or
commercial mortgages and issues securities representing interests in
those mortgages. A REMIC may be formed as a corporation, partnership,
or segregated pool of assets. The REMIC itself is generally exempt from
federal income tax, but the income from the mortgages is reported by
investors. For investment purposes, interests in REMIC securities are
virtually indistinguishable from CMOs.
Mortgage Pass-Through Certificates-Mortgage pass-through
certificates are issued by governmental, government-related and private
organizations which are backed by pools of mortgage loans.
(1) Government National Mortgage Association ("GNMA") Mortgage
Pass-Through Certificates ("Ginnie Maes")-GNMA is a wholly owned U.S.
Government corporation within the Department of Housing and Urban
Development. Ginnie Maes represent an undivided interest in a pool of
mortgages that are insured by the Federal Housing Administration or the
Farmers Home Administration or guaranteed by the Veterans
Administration. Ginnie Maes entitle the holder to receive all payments
(including prepayments) of principal and interest owed by the
individual mortgagors, net of fees paid to GNMA and to the issuer which
assembles the mortgage pool and passes through the monthly mortgage
payments to the certificate holders (typically, a mortgage banking
firm), regardless of whether the individual mortgagor actually makes
the payment. Because payments are made to certificate holders
regardless of whether payments are actually received on the underlying
mortgages, Ginnie Maes are of the "modified pass-through" mortgage
certificate type. The GNMA is authorized to guarantee the timely
payment of principal and interest on the Ginnie Maes. The GNMA
guarantee is backed by the full faith and credit of the United States,
and the GNMA has unlimited authority to borrow funds from the U.S.
Treasury to make payments under the guarantee. The market for Ginnie
Maes is highly liquid because of the size of the market and the active
participation in the secondary market of security dealers and a variety
of investors.
(2) FHLMC Mortgage Participation Certificates ("Freddie
Macs")-Freddie Macs represent interests in groups of specified first
lien residential conventional mortgages underwritten and owned by the
FHLMC. Freddie Macs entitle the holder to timely payment of interest,
which is guaranteed by the FHLMC. The FHLMC guarantees either ultimate
collection or timely payment of all principal payments on the
underlying mortgage loans. In cases where the FHLMC has not guaranteed
timely payment of principal, the FHLMC may remit the amount due because
of its guarantee of ultimate payment of principal at any time after
default on an underlying mortgage, but in no event later than one year
after it becomes payable. Freddie Macs are not guaranteed by the United
States or by any of the Federal Home Loan Banks and do not constitute a
debt or obligation of the United States or of any Federal Home Loan
Bank. The secondary market for Freddie Macs is highly liquid because of
the size of the market and the active participation in the secondary
market of the FHLMC, security dealers and a variety of investors.
(3) FNMA Guaranteed Mortgage Pass-Through Certificates
("Fannie Maes")-Fannie Maes represent an undivided interest in a pool
of conventional mortgage loans secured by first mortgages or deeds of
trust, on one family or two to four family, residential properties. The
FNMA is obligated to distribute scheduled monthly installments of
principal and interest on the mortgages in the pool, whether or not
received, plus full principal of any foreclosed or otherwise liquidated
mortgages. The obligation of the FNMA under its guarantee is solely its
obligation and is not backed by, nor entitled to, the full faith and
credit of the United States.
(4) Mortgage-Related Securities Issued by Private
Organizations-Pools created by non-governmental issuers generally offer
a higher rate of interest than government and government-related pools
because there are no direct or indirect government guarantees of
payments in such pools. However, timely payment of interest and
principal of these pools is often partially supported by various
enhancements such as over-collateralization and senior/subordination
structures and by various forms of insurance or guarantees, including
individual loan, title, pool and hazard insurance. The insurance and
guarantees are issued by government entities, private insurers or the
mortgage poolers. Although the market for such securities is becoming
increasingly liquid, securities issued by certain private organizations
may not be readily marketable.
The Fund may also purchase other asset-backed securities, including
securities backed by automobile loans, equipment leases or credit card
receivables. These securities directly or indirectly represent a participation
in, or are secured by and payable from, fixed or adjustable rate mortgage or
other loans, which may be secured by real estate or other assets. Unlike
traditional debt instruments, payments on these securities include both interest
and a partial payment of principal. Prepayments of the principal of underlying
loans may shorten the effective maturities of these securities and may result in
a Fund having to reinvest proceeds at a lower interest rate.
Repurchase Agreements. The Fund may invest in repurchase agreements fully
collateralized by U.S. Government obligations. Repurchase agreements are
transactions in which a Fund purchases securities and simultaneously commits to
resell those securities to the seller at an agreed-upon price on an agreed-upon
future date. The resale price reflects a market rate of interest that is not
related to the coupon rate or maturity of the purchased securities. If the
seller of the securities underlying a repurchase agreement fails to pay the
agreed resale price on the agreed delivery date, a Fund may incur costs in
disposing of the collateral and may experience losses if there is any delay in
its ability to do so. Any repurchase transaction will require full
collateralization of the seller's obligation during the entire term of the
repurchase agreement. The Adviser monitors the creditworthiness of the banks and
securities dealers with whom the Fund engages in repurchase transactions.
Reverse Repurchase Agreements. The Fund may borrow funds for temporary purposes
by entering into reverse repurchase agreements. Pursuant to such agreements, the
Fund would sell portfolio securities to financial institutions such as banks and
broker/dealers and agree to repurchase them at a mutually agreed-upon date and
price. The Fund intends to enter into reverse repurchase agreements only to
avoid selling securities to meet redemptions during market conditions deemed
unfavorable by the investment adviser possessing investment authority. At the
time the Fund enters into a reverse repurchase agreement, it will place in a
segregated custodial account assets such as liquid high quality debt securities
having a value not less than 100% of the repurchase price (including accrued
interest), and will subsequently monitor the account to ensure that such
required value is maintained. Reverse repurchase agreements involve the risk
that the market value of the securities sold by the Fund may decline below the
price at which the Fund is obligated to repurchase the securities. Reverse
repurchase agreements are considered to be borrowings by an investment company
under the 1940 Act.
Delayed Delivery Securities. The Fund may purchase securities on a when-issued
or delayed delivery basis. Securities so purchased are subject to market price
fluctuation from the time of purchase but no interest on the securities accrues
to a Fund until delivery and payment for the securities take place. Accordingly,
the value of the securities on the delivery date may be more or less than the
purchase price. Forward commitments will be entered into only when a Fund has
the intention of taking possession of the securities, but a Fund may sell the
securities before the settlement date if deemed advisable.
Investment Companies. The Fund may invest in other investment companies
(including affiliated investment companies) to the extent permitted by the
Investment Company Act of 1940 ("1940 Act") or exemptive relief granted by the
Securities and Exchange Commission.
Lending. The Fund may loan securities to broker-dealers or other institutional
investors. Securities loans will not be made if, as a result, the aggregate
amount of all outstanding securities loans by a Portfolio exceeds 33 1/3% of its
total assets (including the market value of collateral received). For purposes
of complying with a Portfolio's investment policies and restrictions, collateral
received in connection with securities loans is deemed an asset of the Portfolio
to the extent required by law. AMR Investment Services, Inc. (the "Manager")
receives compensation for administrative and oversight functions with respect to
securities lending. The amount of such compensation depends on the income
generated by the loan of the securities. A Portfolio continues to receive
interest on the securities loaned and simultaneously earns either interest on
the investment of the cash collateral or fee income if the loan is otherwise
collateralized.
Illiquid Securities. The portfolio of the Fund may contain illiquid securities.
Illiquid securities generally include securities which cannot be disposed of
promptly and in the ordinary course of business without taking a reduced price.
Securities may be illiquid due to contractual or legal restrictions on resale or
lack of a ready market. The following securities are considered to be illiquid:
repurchase agreements and reverse repurchase agreements maturing in more than
seven days, nonpublicly offered securities and restricted securities (other than
certain Rule 144A securities determined to be liquid). Certain repurchase
agreements, which provide for settlement in more than seven days, can be
liquidated before the nominal fixed term on seven days or less notice. Such
repurchase agreements will be regarded as liquid instruments. Restricted
securities are securities the resale of which is subject to legal or contractual
restrictions. Restricted securities may be sold only in privately negotiated
transactions, in a public offering with respect to which a registration
statement is in effect under the Securities Act of 1933 or pursuant to Rule 144
or Rule 144A promulgated under such Act. Where registration is required, the
Fund may be obligated to pay all or part of the registration expense, and a
considerable period may elapse between the time of the decision to sell and the
time such security may be sold under an effective registration statement. If
during such a period adverse market conditions were to develop; the Fund might
obtain a less favorable price than the price it could have obtained when it
decided to sell. The Fund will not invest more than 10% of its net assets in
illiquid securities.
Borrowing. The Fund may borrow for temporary or emergency purposes, including
the meeting of redemption requests, in amounts up to 10% of the Fund's total
assets. Interest costs on borrowings may fluctuate with changing market rates of
interest and may partially offset or exceed the return earned on borrowed funds
(or on the assets that were retained rather than sold to meet the needs for
which funds were borrowed). Under adverse market conditions, the Fund might have
to sell portfolio securities to meet interest or principal payments at a time
when investment considerations would not favor such sales.
INVESTMENT LIMITATIONS
The Fund has the following fundamental investment policy that enables
it to invest in the Money Market Portfolio (the "Portfolio") of the AMR Trust:
Notwithstanding any other limitation, the Fund may invest all of its
investable assets in an open-end management investment company with
substantially the same investment objectives, policies and limitations
as the Fund.
For this purpose, "all of the Fund's investable assets" means that the only
investment securities that will be held by the Fund will be the Fund's interest
in the investment company.
All other fundamental investment policies and the non-fundamental policies
of the Fund and the Portfolio are identical. Therefore, although the following
discusses the investment policies of the Portfolio and the AMR Trust's Board, it
applies equally to the Fund and the Trust's Board. In addition to the investment
limitations noted in the Prospectus, the following restrictions have been
adopted by the Portfolio and may be changed with respect to the Portfolio only
by the majority vote of the Portfolio's outstanding interests. "Majority of the
outstanding voting securities" under the Investment Company Act of 1940, as
amended (the "1940 Act"), and as used here in means, with respect to the
Portfolio, the lesser of
(a) 67% of the interests of the Portfolio present at the meeting if
the holders of more than 50% of the interests are present and
represented at the interest holders' meeting or
(b) more than 50% of the interests of the Portfolio. Whenever the
Fund is requested to vote on a change in the investment
restrictions of the Portfolio, the Fund will hold a meeting of
its shareholders and will cast its votes as instructed by its
shareholders. The percentage of the Fund's votes representing the
Fund's shareholders not voting will be voted by the Trust's
Board in the same proportion as those Fund shareholders who do,
in fact, vote. The Portfolio may not:
1. Purchase or sell real estate or real estate limited partnership
interests, provided, however, that the Portfolio may invest in securities
secured by real estate or interests therein or issued by companies which invest
in real estate or interests therein when consistent with the other policies and
limitations described in the Prospectus.
2. Purchase or sell commodities (including direct interests and/or
leases in oil, gas or minerals) or commodities contracts, except with respect to
forward foreign currency exchange contracts, foreign currency futures contracts
and when-issued securities when consistent with the other policies and
limitations described in the Prospectus.
3. Engage in the business of underwriting securities issued by others
except to the extent that, in connection with the disposition of securities, the
Portfolio may be deemed an underwriter under federal securities law.
4. Make loans to any person or firm, provided, however, that the making
of a loan shall not be construed to include (i) the acquisition for investment
of bonds, debentures, notes or other evidences of indebtedness of any
corporation or government which are publicly distributed or (ii) the entry into
repurchase agreements and further provided, however, that each Portfolio may
lend its investment securities to broker-dealers or other institutional
investors in accordance with the guidelines stated in the Prospectus.
5. Purchase from or sell portfolio securities to its officers, Trustees
or other "interested persons" of the AMR Trust, as defined in the 1940 Act,
including its investment advisers and their affiliates, except as permitted by
the 1940 Act and exemptive rules or orders thereunder.
6. Issue senior securities except that the Portfolio may engage in
when-issued and forward commitment transactions.
7. Borrow money, except from banks or through reverse repurchase
agreements for temporary purposes in an aggregate amount not to exceed 10% of
the value of its total assets at the time of borrowing. In addition, although
not a fundamental policy, the Portfolios intend to repay any money borrowed
before any additional portfolio securities are purchased.
8. Invest more than 5% of its total assets (taken at market value) in
securities of any one issuer, other than obligations issued by the U.S.
Government, its agencies and instrumentalities, or purchase more than 10% of the
voting securities of any one issuer, with respect to 75% of the Portfolio's
total assets; or
9. Invest more than 25% of its total assets in the securities of
companies primarily engaged in any one industry (except for the banking
industry), provided that: (i) this limitation does not apply to obligations
issued or guaranteed by the U.S. Government, its agencies and instrumentalities;
(ii) municipalities and their agencies and authorities are not deemed to be
industries; and (iii) financial service companies are classified according to
the end users of their services (for example, automobile finance, bank finance,
and diversified finance will be considered separate industries).
The following non-fundamental investment restrictions may be changed with
respect to the Fund by a vote of a majority of the Trust's Board or, with
respect to the Portfolio, by a vote of a majority of the AMR Trust's Board. The
Portfolio may not:
1. Invest more than 10% of its net assets in illiquid securities, including
time deposits and repurchase agreements that mature in more than seven days; or
2. Purchase securities on margin, effect short sales (except that a
Portfolio may obtain such short term credits as may be necessary for the
clearance of purchases or sales of securities) or purchase or sell call options
or engage in the writing of such options.
The Portfolio may invest up to 10% of its total assets in the
securities of other investment companies to the extent permitted by law. The
Portfolio may incur duplicate advisory or management fees when investing in
another mutual fund
TRUSTEES AND OFFICERS
The Board of Trustees supervises the business activities of the Trust.
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, President, Treasurer and Secretary of AmeriPrime Financial Services,
1793 Kingswood Drive Secretary and Inc., the Fund's administrator, and AmeriPrime Financial Securities,
Suite 200 Trustee Inc., the Fund's distributor, since 1994; President and Trustee of
Southlake, Texas 76092 AmeriPrime Advisors Trust and AmeriPrime Insurance Trust; Prior to
Year of Birth: 1958 December, 1994, a senior client executive with SEI Financial
Services.
------------------------------------ ---------------- ----------------------------------------------------------------------
*Robert A. Chopyak Treasurer and Manager of AmeriPrime Financial Services, Inc., the Fund's
------------------------------------ ---------------- ----------------------------------------------------------------------
Steve L. Cobb Trustee President of Chandler Engineering Company, L.L.C., oil and gas
------------------------------------ ---------------- ----------------------------------------------------------------------
Gary E. Hippenstiel Trustee Director, Vice President and Chief Investment Officer of Legacy
600 Jefferson Street Trust Company since 1992; President and
Suite 350 Director of Heritage Trust
Houston, TX 77002 Company from 1994-1996; Vice President and Manager of Investments of
Year of Birth: 1947 Kanaly Trust Company from 1988 to 1992.
==================================== ================ ======================================================================
</TABLE>
<PAGE>
The compensation paid to the Trustees of the Trust for the fiscal year
ended October 31, 2000 is set forth in the following table. Trustee fees are
Trust expenses and each series of the Trust is responsible for a portion of the
Trustee fees.
============================ ===================== ============================
Name Aggregate Total Compensation
Compensation from from Trust (the Trust is
Trust not in a Fund Complex)
---------------------------- --------------------- ----------------------------
Kenneth D. Trumpfheller 0 0
---------------------------- --------------------- ----------------------------
Steve L. Cobb $________ $________
---------------------------- --------------------- ----------------------------
Gary E. Hippenstiel $________ $________
============================ ===================== ============================
The Investment Adviser.....The Fund's investment Adviser is Legacy Group, LLC,
d.b.a. Cash Management Systems, 290 Turnpike Road, #338, Westborough,
Massachusetts, 01581 (the "Adviser" or "CMS"). David Reavill may be deemed to be
a controlling person of the Adviser due to his ownership of a majority of its
shares.
Under the terms of the management agreement (the "Agreement"), the Adviser
is responsible for managing the Fund's investments subject to approval of the
Trust's Board. As compensation for its management services and agreement to pay
the Fund's expenses, the Fund is obligated to pay the Adviser a fee computed and
accrued daily and paid monthly at an annual rate of 0.10% of the average daily
net assets of the Fund. CMS receives no advisory fee for the periods that the
Fund is a "feeder" in a master-feeder relationship.
The Adviser retains the right to use the name "CMS" in connection with
another investment company or business enterprise with which the Adviser is or
may become associated. The Trust's right to use the name "CMS" automatically
ceases ninety days after termination of the Agreement and may be withdrawn by
the Adviser on ninety days written notice.
The Adviser (not the Fund) may pay certain financial institutions
(which may include banks, brokers, securities dealers and other industry
professionals) a fee for providing distribution related services and/or for
performing certain administrative servicing functions for Fund shareholders to
the extent these institutions are allowed to do so by applicable statute, rule
or regulation. 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.
Other Service Providers. .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 CMS equal to an annual average rate of 0.10% of the Fund's average
daily net assets if the Fund's assets are one hundred million dollars or less
and 0.050% of the Fund's average daily net assets if the Fund's assets are over
one hundred million dollars. The Administrator has entered into a
Sub-Administration agreement with AMR Investment Services, Inc. Pursuant to the
Sub-Administration Agreement, AMR Investment Services, Inc. receives a fee equal
to 0.05% of the Fund's assets if the Fund's assets are $100 million or less for
providing certain administrative services to the Fund on behalf of 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, TX 76092 (the "Distributor") to act as the principal distributor
of the Fund's shares. Kenneth D. Trumpfheller, officer and sole shareholder of
the Administrator and the Distributor, is an officer and trustee of the Trust.
The services of the Administrator, Transfer Agent and Distributor are operating
expenses paid by CMS.
The Fund has retained CMS to provide certain supplemental
administrative services to the Fund. Subject to the direction and control of the
Trust, CMS is primarily responsible for developing and maintaining the Fund's
relationships with institutional clients and brokers. CMS is responsible for (i)
designing a multiple class structure for the Fund, (ii) negotiating with brokers
and service providers to implement multiple classes for the Fund, (iii)
completing or supervising filings with the Securities and Exchange Commission
and state securities commissions, (iv) registering trade names and service
marks, (v) supervising asset conversions including shareholder communication and
coordination among service providers, (vi) developing and maintaining
relationships with key personnel within the institutional investor and broker
community and (vii) monitoring shareholder servicing and client satisfaction.
CMS pays its own costs associated with these services, as well as all of the
operating expenses of the Fund, except brokerage, taxes, 12b-1 and servicing
fees, borrowing costs, fees and expenses of non-interested person trustees, the
management fee paid to CMS and extraordinary expenses. It should be noted that
most investment companies pay their own operating expenses directly, while this
Fund's expenses (except those specified) are paid by CMS. For these services,
CMS receives a monthly fee equal to an annual rate of 0.20% of the Fund's
average daily net assets. This is in addition to the management fee paid to CMS.
<PAGE>
TRUSTEES AND OFFICERS OF THE AMR TRUST
The Trustees and officers of the AMR Trust are listed below, together
with their principal occupations during the past five years. Unless otherwise
indicated, the address of each person listed below is 4333 Amon Carter
Boulevard, MD 5645, Fort Worth, Texas 76155.
Name, Year of Birth and Position with Principal Occupation During
Address AMR Trust Past 5 Years
William F. Quinn* (1948) Trustee and President, AMR Investment
President Services, Inc. (1986-Present);
Chairman, President American
Airlines Employees Federal
Credit Union (1989-Present);
Director, Crescent Real Estate
Equities, Inc. (1994-Present);
Vice Chairman, United Way of
Tarrant County, Texas
(1988-Present);Director
,Southern Methodist University
Cox School of Business (1999
-Present); Director, Southern
Methodist University Endowment
Fund Advisory Board (1996-
Present); Trustee, American
AAdvantage Mileage Funds (1995-
Present); Trustee, American
Select Funds (1999-Present).
Alan D. Feld (1936) Trustee Partner, Akin, Gump, Strauss
1700 Pacific Avenue ,Hauer & Feld, LLP (1960-
Suite 4100 Present)#;Director, Clear
Dallas, Texas 75201 Channel Communications (1984-
Present); Director, Centerpoint
Properties, Inc. (1994-Present);
Trustee, American Aadvantage
Mileage Funds (1996 - Present);
Trustee, American Select Funds
(1999-Present).
Ben J. Fortson (1932) Trustee President and CEO, Fortson
301 Commerce Street Oil Company (1958-Present);
Suite 3301 Director, Kimbell Art
Fort Worth, Texas 76102 Foundation (1964-Present);
Director, Burnett Foundation
(1987-Present); Homorary Trustee
,Texas Christian University
(1986-Present); Trustee,
American Aadvantage Mileage
Funds (1996-Present); Trustee,
American Select Funds (1999-
Present).
John S. Justin (1917) Trustee Chairman (1969-Present), Chief
2821 West Seventh Street Executive Officer (1969-1999),
Fort Worth, Texas 76107 Justin Industries, Inc. (a
diversified holding company);
Executive Board Member, Blue
Cross/Blue Shield of Texas (1985
-Present); Board Member, Zale
Lipshy Hospital (1993-Present);
Trustee, Texas Christian
University (1980-Present);
Director and Executive Board
Member, Moncrief Radiation
Center (1985-Present); Trustee,
American Aadvantage Mileage
Funds (1995-Present); Trustee,
American Select Funds (1999-
Present).
Stephen D. O'Sullivan* (1935) Trustee
Consultant (1994-Present);
Trustee, American AAdvantage
Mileage Funds (1995-Present);
Trustee, American Select Funds
(1999-Present).
Roger T. Staubach (1942) Trustee Chairman of the Board and
15601 Dallas Parkway Chief Executive Officer of
Suite 400 The Staubach
Dallas, Texas 75001
Kneeland Youngblood (1955) Trustee Managing Partner, Pharos
100 Crescent Court Capital Group, LLC (a private
Suite 1740 equity firm)
Dallas, Texas 75201
Nancy A. Eckl (1962) Vice Vice President, Trust
President Investments, AMR Investment
Services, Inc.
(1990-Present).
<PAGE>
Name, Year of Birth and Position with Principal Occupation During
Address Each Trust Past 5 Years
Michael W. Fields (1954) Vice Vice President, Fixed Income
Investments, AMR Investment
Services, Inc. (1988-Present).
Barry Y. Greenberg (1963) Vice President Vice President, Legal and
Compliance, AMR Investment
Services, Inc.
Rebecca L. Harris (1966) Treasurer Vice President, Finance
(1995-Present), Controller
(1991-1995), AMR
John B. Roberson (1958) Vice Vice President, Sales and
Marketing, AMR Investment
Services, Inc.
Robert J. Zutz (1953) Secretary Partner, Kirkpatrick &
1800 Massachusetts Ave. NW Lockhart LLP (law firm)
2nd Floor
Washington, D.C. 20036
* Messrs. Quinn and O'Sullivan are deemed to be "interested persons" of
the AMR Trust as defined by the 1940 Act.
2 The law firm of Akin, Gump, Strauss, Hauer & Feld LLP ("Akin, Gump")
provides legal services to American Airlines, Inc., an affiliate of
the manager of the AMR Trust. Mr. Feld has advised the Trusts that he
has had no material involvement in the services provided by Akin, Gump
to American Airlines, Inc. and that he has received no material
benefit in connection with these services. Akin, Gump does not provide
legal services to the manager of the AMT Trust or AMR Corporation.
All Trustees and officers as a group own less than 1% of the
outstanding shares of any of the Funds.
As compensation for their service to the American AAdvantage Funds, the
American AAdvantage Mileage Funds, the American Select Funds and the AMR Trust
(collectively, the "Trusts"), the Independent Trustees and their spouses receive
free air travel from American Airlines, Inc., an affiliate of the Manager. The
Trusts pay American Airlines the flight service charges incurred for these
travel arrangements. The Trusts compensate each Trustee with payments in an
amount equal to the Trustees' income tax on the value of this free airline
travel. Mr. O'Sullivan, as a retiree of American Airlines, Inc., already
receives flight benefits. Prior to March 1, 2000, the Trusts compensated Mr.
O'Sullivan up to $10,000 annually to cover his personal flight service charges
and the charges for his three adult children, as well as any income tax charged
on the value of these flight benefits. Beginning March 1, 2000, Mr. O'Sullivan
will receive an annual retainer of $20,000 plus $1,250 for each Board meeting
attended. Trustees are also reimbursed for any expenses incurred in attending
Board meetings. These amounts (excluding reimbursements) are reflected in the
following table for the fiscal year ended October 31, 2000. The compensation
amounts below include the flight service charges paid by the Trusts to American
Airlines.
<TABLE>
<S> <C> <C>
Pension or Retirement
Aggregate Benefits Accrued as Part Total Compensation
Compensation of the AAdvantage Estimated Annual From the
From the AAdvantage Trust's Expenses Benefits Upon Trusts
Name of Trustee Trust Retirement
William F. Quinn $0 $0 $0 $0
Alan D. Feld $_____ $0 $0 $_______
Ben J. Fortson $_____ $0 $0 $______
John S. Justin $0 $0 $0 $0
Stephen D. O'Sullivan $0 $0 $0 $0
Roger T. Staubach $_____ $0 $0 $______
Kneeland Youngblood $_____ $0 $0 $______
</TABLE>
<PAGE>
DISTRIBUTION PLAN
With respect to the Fund, the Trust has adopted a Distribution Plan
pursuant to Rule 12b-1 which was promulgated by the Securities and Exchange
Commission pursuant to the Investment Company Act of 1940 (the "Plan"). 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 the shares
of the Fund, 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 Advisers
and others that are engaged in the sale of Fund Shares, or that may be advising
shareholders of the Fund regarding the purchase, sale or retention of shares;
(b) expenses of maintaining personnel who engage in or support distribution of
Fund 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; (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 this Plan. The Trust is authorized to engage in the
activities listed above, and in any other activities related to the distribution
of Fund shares, either directly or through other persons with which the Trust
has entered into agreements related to this Plan. The expenditures to be made by
the Trust for these distribution activities, 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 0.75% of the average daily net asset value of the
Fund. Such payments for distribution activities may be made directly by the
Trust or the Trust's investment adviser and distributor may pay such expenses
and obtain reimbursement from the Trust.
The Trustees expect that the adoption of the Plan will significantly
enhance the Fund's ability to expand distribution. It is also anticipated that
an increase in the size of the Fund will facilitate more efficient portfolio
management and assist the Fund in seeking to achieve its investment objective.
The Plan has been approved by the Fund's Board of Trustees, including a majority
of the Trustees who are not "interested persons" of the Fund and who have no
direct or indirect financial interest in the Plan or any related agreement, by a
vote cast in person. Continuation of the Plan and the related agreements must be
approved by the Trustees annually, in the same manner, and the Plan or any
related agreement may be terminated at any time without penalty by a majority of
such independent Trustees or by a majority of the outstanding shares of the
Fund. Any amendment increasing the maximum percentage payable under the Plan or
other material change must be approved by a majority of the outstanding shares
of the Fund, and all other material amendments to a Plan or any related
agreement must be approved by a majority of the independent Trustees.
SHAREHOLDER SERVICING PLAN
With respect to the Fund, the Trust has adopted a Shareholder Servicing
Plan (the "Servicing Plan"). Pursuant to the Servicing Plan, and in order to
further enhance the distribution of the Fund's shares, the Fund may incur
expenses at a rate of up to 0.25% of the average daily net assets of the Fund
for payments made to securities dealers or other financial intermediaries,
financial institutions, investment advisers and others that (a) hold shares of
the Fund for shareholders in omnibus accounts or as shareholders of record or
provide shareholder support or administrative services to the Fund and its
shareholders or (b) render shareholder support services not otherwise provided
by the Trust's transfer agent, 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. These payments are in addition to those made under the
Distribution Plan.
<PAGE>
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Board of Trustees of the Trust,
the Adviser is responsible for the Fund's portfolio decisions and the placing of
the Fund's portfolio transactions. In placing portfolio transactions, the
Adviser seeks the best qualitative execution for the Fund, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received.
Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc., and subject to its obligation of seeking best
qualitative execution, the Adviser may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute
portfolio transactions.
The Adviser is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Fund and/or the other
accounts over which the Adviser exercises investment discretion and to pay such
brokers or dealers a commission in excess of the commission another broker or
dealer would charge if the Adviser determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of a particular transaction
or the Adviser's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.
Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Fund effects securities
transactions may also be used by the Adviser in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Adviser in connection with its services to the
Fund. Although research services and other information are useful to the Fund
and the Adviser, it is not possible to place a dollar value on the research and
other information received. It is the opinion of the Board of Trustees and the
Adviser that the review and study of the research and other information will not
reduce the overall cost to the Adviser of performing its duties to the Fund
under the Agreement.
Over-the-counter transactions will be placed either directly with
principal market makers or with broker-dealers, if the same or a better price,
including commissions and executions, is available. Fixed income securities are
normally purchased directly from the issuer, an underwriter or a market maker.
Purchases include a concession paid by the issuer to the underwriter and the
purchase price paid to a market maker may include the spread between the bid and
asked prices.
To the extent that the Trust and another of the Adviser's clients seek
to acquire the same security at about the same time, the Trust may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Trust may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. On the other hand, if the same securities
are bought or sold at the same time by more than one client, the resulting
participation in volume transactions could produce better executions for the
Trust. In the event that more than one client wants to purchase or sell the same
security on a given date, the purchases and sales will normally be made by
random client selection.
<PAGE>
PURCHASE AND SALE INFORMATION
How To Invest In the Fund. The Fund is "no-load" and shares of the Fund are sold
directly to investors on a continuous basis, subject to a minimum initial
investment of $2,500 and minimum subsequent investments of $50. These minimums
may be waived by the Adviser for accounts participating in an automatic
investment program. 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.
Wire orders will be accepted only on a day on which the Fund, Custodian and
Transfer Agent are open for business. A wire purchase will not be considered
made until the wired money is received and the purchase is accepted by the Fund.
Any delays which may occur in wiring money, including delays which may occur in
processing by the banks, are not the responsibility of the Fund or the Transfer
Agent. There is presently no fee for the receipt of wired funds, but the right
to charge shareholders for this service is reserved by the Fund.
Additional Investments - You may purchase additional shares of the Fund
at any time (subject to minimum investment requirements) by mail, wire, or
automatic investment. Each additional mail purchase request must contain your
name, the name of your account(s), your account number(s), and the name of the
Fund. Checks should be made payable to Mutual Fund and should be sent to the
address listed above. A bank wire should be sent as outlined above.
Automatic Investment Plan - You may make regular investments in the
Fund with an Automatic Investment Plan by completing the appropriate section of
the account application and attaching a voided personal check. Investments may
be made monthly to allow dollar-cost averaging by automatically deducting $50 or
more from your bank checking account. You may change the amount of your monthly
purchase at any time.
Tax Sheltered Retirement Plans - Since the Fund is oriented to longer
term investments, shares of the Fund may be an appropriate investment medium for
tax sheltered retirement plans, including: individual retirement plans (IRAs);
simplified employee pensions (SEPs); SIMPLE plans; 401(k) plans; qualified
corporate pension and profit sharing plans (for employees); tax deferred
investment plans (for employees of public school systems and certain types of
charitable organizations); and other qualified retirement plans. You should
contact the Transfer Agent for the procedure to open an IRA or SEP plan, as well
as more specific information regarding these retirement plan options.
Consultation with 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, as defined below. 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 broker/dealer or other institution may
be charged a fee by that institution.
"Proper order" means your request for a redemption must include your
letter of instruction, including the Fund name, account number, account name(s),
the address and the dollar amount or number of shares you wish to redeem. This
request must be signed by all registered share owner(s) in the exact name(s) and
any special capacity in which they are registered. For all redemptions, the Fund
requires that signatures be guaranteed by a bank or member firm of a national
securities exchange. Signature guarantees are for the protection of
shareholders. At the discretion of the Fund or American Data Services, Inc., a
shareholder, prior to redemption, may be required to furnish additional legal
documents to insure proper authorization.
By Telephone - You may redeem any part of your account in the Fund by
calling the Transfer Agent at (800) ___-____. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the Transfer Agent and the Custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.
The telephone redemption and exchange procedures may be terminated at
any time by the Fund or the Transfer Agent. During periods of extreme market
activity it is possible that shareholders may encounter some difficulty in
telephoning the Fund, although neither the Fund nor the Transfer Agent has ever
experienced difficulties in receiving and in a timely fashion responding to
telephone requests for redemptions or exchanges. If you are unable to reach the
Fund by telephone, you may request a redemption or exchange by mail.
Additional Information - If you are not certain of the requirements for
a redemption please call the Transfer Agent at (800) ___-____. Redemptions
specifying a certain date or share price cannot be accepted and will be
returned. You will be mailed the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take up to fifteen days. Also, when the New York Stock Exchange is
closed (or when trading is restricted) for any reason other than its customary
weekend or holiday closing or under any emergency circumstances, as determined
by the Securities and Exchange Commission, the Fund may suspend redemptions or
postpone payment dates.
Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund reserves the right to require any shareholder to redeem all
of his or her shares in the Fund on 30 days' written notice if the value of his
or her shares in the Fund is less than $2,500 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.
<PAGE>
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. Net asset value per
share is determined as of the close of the New York Stock Exchange (4:00 p.m.,
Eastern time), and on any other day on which there is sufficient trading in the
Fund's securities to materially affect the net asset value. The Fund is not
open, and NAV is not calculated, on each day that the Exchange is closed for
business, and on Columbus Day and Veterans Day.
The portfolio securities of the Fund are valued using the amortized
cost method of valuation, which normally approximates market value, and which is
intended to result in a constant net asset value of $1.00 per share. Although
every effort is made to maintain the net asset value of the Fund at $1.00 per
share, there can be no assurance that this constant net asset value will be
maintained at all time. For example, in the event of rapid and sharp increases
in current interest rates, a national credit crisis, or a default by one or more
of the issuers of the Fund's portfolio securities, then it is possible that the
Fund's net asset value could decline below $1.00 per share.
PERFORMANCE
"Average annual total return," as defined by the Securities and
Exchange Commission, is computed by finding the average annual compounded rates
of return for the period indicated that would equate the initial amount invested
to the ending redeemable value, according to the following formula:
P(1+T)n=ERV
Where: P =a hypothetical $1,000 initial investment
T =average annual total return
n =number of years
ERV =ending redeemable value at the end of the
applicable period of the hypothetical $1,000
investment made at the beginning of the applicable
period.
The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates and that a complete redemption
occurs at the end of the applicable period.
The "yield" of the Fund refers to the income generated by an investment
in the Fund over a seven-day period. This income is then annualized. The amount
of income generated by investments during the week is assumed to be generated
each week over a 52-week period and is shown as a percentage of the investment.
The "effective yield" is calculated similarly but, when annualized, the income
earned by an investment in the Fund is assumed to be reinvested. The effective
yield will be slightly higher than the yield because of the compounding effect
of this assumed reinvestment.
The yield of the Fund does not necessarily reflect income actually
earned by the Fund because of certain adjustments required by the Securities and
Exchange Commission and, therefore, may not correlate to the dividends or other
distributions paid to shareholders. To the extent that financial institutions
and broker/dealers charge fees in connection with services provided in
conjunction with an investment in the Fund, performance will be reduced for
those shareholders paying those fees.
The Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue.
From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of the Fund
may be compared to indices of broad groups of unmanaged securities considered to
be representative of or similar to the portfolio holdings of the Fund or
considered to be representative of the stock market in general. The Fund may use
the Standard & Poor's 500 Stock Index or the Dow Jones Industrial Average.
In addition, the performance of the Fund may be compared to other
groups of mutual funds tracked by any widely used independent research firm
which ranks mutual funds by overall performance, investment objectives and
assets, such as Lipper Analytical Services, Inc. or Morningstar, Inc. For the
Fund, comparisons may also include Bank Rate Monitor (TM), N. Palm Beach, Fla.
33408, IBC's Money Fund Report(TM), CDA Investment Technologies, Inc.,
Wiesenberger Investment Companies Services, and other industry publications. 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.
From time to time, the Fund advertises its yield and effective yield. Both yield
figures are based on historical earnings and are not intended to indicate future
performance. It can be expected that these yields will fluctuate substantially.
The yield of the Fund refers to the income generated by an investment in the
Fund over a seven-day period (which period will be stated in the advertisement).
This income is then annualized. That is the amount of income generated by the
investment during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment. The effective yield is
calculated similarly but, when annualized, the income earned by an investment in
the Fund is assumed to be reinvested. The effective yield will be slightly
higher than the yield because of the compounding effect of this assumed
reinvestment. The Fund' s yield and effective yield may reflect absorbed
expenses pursuant to any undertakings that may be in effect.
TAXES
The Fund intends to qualify each year as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended. By so qualifying,
the Fund will not be subject to federal income taxes to the extent that it
distributes substantially all of its net investment income and any realized
capital gains.
For federal income tax purposes, dividends paid by the Fund from
ordinary income are taxable to shareholders as ordinary income, but may be
eligible in part for the dividends received deduction for corporations. Pursuant
to the Tax Reform Act of 1986 (the "Tax Reform Act"), all distributions of net
short term capital gains to individuals are taxed at the same rate as ordinary
income. All distributions of net capital gains to corporations are taxed at
regular corporate rates. Any distributions designated as being made from net
realized long term capital gains are taxable to shareholders as long term
capital gains regardless of the holding period of the shareholder.
The Fund will mail to each shareholder after the close of the calendar
year a statement setting forth the federal income tax status of distributions
made during the year. Dividends and capital gains distributions may also be
subject to state and local taxes. Shareholders are urged to consult their own
tax advisers regarding specific questions as to federal, state or local taxes
and the tax effect of distributions and withdrawals from the Fund.
On the application or other appropriate form, the Fund will request the
shareholder's certified taxpayer identification number (social security number
for individuals) and a certification that the shareholder is not subject to
backup withholding. Unless the shareholder provides this information, the Fund
will be required to withhold and remit to the U.S. Treasury 31% of the
dividends, distributions and redemption proceeds payable to the shareholder.
Shareholders should be aware that, under regulations promulgated by the Internal
Revenue Service, the Fund may be fined $50 annually for each account for which a
certified taxpayer identification number is not provided. In the event that such
a fine is imposed with respect to a specific account in any year, the Fund may
make a corresponding charge against the account.
CUSTODIAN
______________________________, address____________________________, is
Custodian of the Fund's investments. The Custodian acts as the Fund's
depository, safekeeps its portfolio securities, collects all income and other
payments with respect thereto, disburses funds at the Fund's request and
maintains records in connection with its duties.
TRANSFER AGENT
Unified Fund Services, Inc. ("Unified"), 431 North
Pennsylvania Street, Indianapolis, Indiana 46204, acts as the Fund's transfer
agent and dividend paying agent and, in such capacities, maintains the records
of each shareholder's account, answers shareholders' Inquiries concerning their
accounts, processes purchases and redemptions of the Fund's shares, acts as
dividend and distribution disbursing agent and performs other accounting and
shareholder service functions. In addition, Unified provides the Fund with fund
accounting services, which includes certain monthly reports, record-keeping and
other management-related services. For its services as fund accountant, Unified
receives an annual fee from the Adviser equal to 0.0275% of the Fund's assets up
to $100 million (subject to various monthly minimum fees, the maximum being
$2,000 per month for assets of $20 to $100 million).
ACCOUNTANTS
The firm of Ernst & Young, LLP, _____________, Dallas, Texas, has been selected
as independent public accountants for the Fund for the fiscal year ending
December 31, 2001. Ernst & Young LLP 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.
<PAGE>
Appendix
Ratings of Long-Term Obligations-The Portfolio utilizes ratings
provided by the following nationally recognized statistical rating organizations
("Rating Organizations") in order to determine eligibility of long-term
obligations.
The four highest Moody's Investors Service, Inc. ("Moody's") ratings
for long-term obligations (or issuers thereof) are Aaa, Aa, A and Baa.
Obligations rated Aaa are judged by Moody's to be of the best quality.
Obligations rated Aa are judged to be of high quality by all standards. Together
with the Aaa group, such debt comprises what is generally known as high-grade
debt. Moody's states that debt rated Aa is rated lower than Aaa debt because
margins of protection or other elements make long-term risks appear somewhat
larger than for Aaa debt. Obligations which are rated A by Moody's possess many
favorable investment attributes and are considered "upper medium-grade
obligations." Obligations which are rated Baa by Moody's are considered to be
medium grade obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Moody's also
supplies numerical indicators 1, 2, and 3 to rating categories. The modifier 1
indicates that the security is in the higher end of its rating category; the
modifier 2 indicates a mid-range ranking; and modifier 3 indicates a ranking
toward the lower end of the category.
The four highest Standard & Poor's ratings for long-term obligations
are AAA, AA, A and BBB. Obligations rated AAA have the highest rating assigned
by Standard & Poor's. Capacity to pay interest and repay principal is extremely
strong. Obligations rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in a small degree.
Obligations rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions. Obligations rated BBB by Standard &
Poor's are regarded as having adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for debt in this category
than in higher rated categories.
Duff & Phelps' four highest ratings for long-term obligations are AAA,
AA, A and BBB. Obligations rated AAA have the highest credit quality with risk
factors being negligible. Obligations rated AA are of high credit quality and
strong protection factors. Risk is modest but may vary slightly from time to
time because of economic conditions. Obligations rated A have average but
adequate protection factors. However, risk factors are more variable and greater
in periods of economic stress. Obligations rated BBB have below average
protection factors with considerable variability in risk during economic cycles,
but are still considered sufficient for prudent investment.
Thomson BankWatch ("BankWatch") long-term debt ratings apply to
specific issues of long-term debt and preferred stock. They specifically assess
the likelihood of an untimely repayment of principal or interest over the term
to maturity of the rated instrument. BankWatch's four highest ratings for
long-term obligations are AAA, AA, A and BBB. Obligations rated AAA indicate
that the ability to repay principal and interest on a timely basis is very high.
Obligations rated AA indicate a superior ability to repay principal and interest
on a timely basis, with limited incremental risk compared to issues rated in the
highest category. Obligations rated A indicate the ability to repay principal
and interest is strong. Issues rated A could be more vulnerable to adverse
developments (both internal and external) than obligations with higher ratings.
BBB is the lowest investment grade category and indicates an acceptable capacity
to repay principal and interest. Issues rated BBB are, however, more vulnerable
to adverse developments (both internal and external) than obligations with
higher ratings.
Fitch IBCA, Inc. ("Fitch") investment grade bond ratings provide a
guide to investors in determining the credit risk associated with a particular
security. The ratings represent Fitch's assessment of the issuer's ability to
meet the obligations of a specific debt issue or class of debt in a timely
manner. Obligations rated AAA are considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected by reasonable
foreseeable events. Bonds rated AA are considered to be investment grade and of
very high credit quality. The obligor's ability to pay interest and repay
principal is very strong, although not quite as strong as bonds rated AAA. Bonds
rated A are considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings. Bonds rated BBB are considered to
be investment grade and of satisfactory credit quality. The obligor's ability to
pay interest and repay principal is considered to be adequate. Adverse changes
in economic conditions and circumstances, however, are more likely to have
adverse impact on these bonds, and therefore impair timely payment. The
likelihood that the ratings of these bonds will fall below investment grade is
higher than for bonds with higher ratings.
Standard & Poor's, Duff & Phelps and Fitch apply indicators, such as
"+","-," or no character, to indicate relative standing within the major rating
categories.
Ratings of Short-Term Obligations-The rating P-1 is the highest
short-term rating assigned by Moody's. Among the factors considered by Moody's
in assigning ratings are the following: (1) evaluations of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations.
Short-term obligations (or issuers thereof) rated A-1 by Standard &
Poor's have the following characteristics. Liquidity ratios are adequate to meet
cash requirements. The issuer has access to at least two additional channels of
borrowing. Basic earnings and cash flow have an upward trend with allowance made
for unusual circumstances. Typically, the issuer's industry is well established
and the issuer has a strong position within the industry. The reliability and
quality of management are unquestioned. Relative strength or weakness of the
above factors determines whether the issuer's short-term obligation is rated
A-1, A-2, or A-3.
The distinguishing feature of Duff & Phelps Credit Ratings' short-term
rating is the refinement of the traditional 1 category. The majority of
short-term debt issuers carry the highest rating, yet quality differences exist
within that tier. Obligations rated D-1+ indicate the highest certainty of
timely payment. Safety is just below risk-free U.S. Treasury obligations.
Obligations rated D-1 have a very high certainty of timely payment. Risk factors
are minor. Obligations rated D-1- have a high certainty of timely payment. Risk
factors are very small. Obligations rated D-2 have good certainty of timely
payment. Liquidity factors and company fundamentals are sound. Although ongoing
funding needs may enlarge total financing requirements, access to capital
markets is good. Risk factors are small.
Thomson BankWatch short-term ratings are intended to assess the
likelihood of an untimely or incomplete payment of principal or interest.
Obligations rated TBW-1 indicate a very high likelihood that principal and
interest will be paid on a timely basis. While the degree of safety regarding
timely payment of principal and interest is strong for an obligation rated
TBW-2, the relative degree of safety is not as high as for issues rated TBW-1.
Fitch's short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and investment
notes. A rating of F-1+ indicates exceptionally strong credit quality. Issues
assigned this rating are regarded as having the strongest degree of assurance
for timely payment. Obligations rated F-1 have very strong credit quality.
Issues assigned this rating reflect an assurance of timely payment only slightly
less in degree than issues rated F-1+. Issues assigned a rating of F-2 indicate
good credit quality. Issues assigned this rating have a satisfactory degree of
assurance for timely payment, but the margin of safety is not as great as for
issues assigned F-1+ and F-1 ratings.
<PAGE>
AmeriPrime Funds
PART C. OTHER INFORMATION
-----------------
Item 23. Exhibits
(a) Articles of Incorporation.
(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.
(xiii) Copy of Amendment No. 12 to Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 23, is
hereby incorporated by reference.
(xiv) Copy of Amendment No. 13 to Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 23, is
hereby incorporated by reference.
(xv) Copy of Amendments No. 14-17 to Registrant's Declaration of Trust,
which were filed as Exhibits to Registrant's Post-Effective Amendment No. 27,
are hereby incorporated by reference.
(xvi) Copy of Amendments No. 18-19 to Registrant's Declaration of Trust,
which were filed as Exhibits to Registrant's Post-Effective Amendment No. 30,
are hereby incorporated by reference.
(xvii) Copy of Amendment No. 20 to Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 40, is
hereby incorporated by reference.
(b) By-Laws. 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.
(c) Instruments Defining Rights of Security Holders. None other than in the
Declaration of Trust, as amended, and By-Laws of the Registrant.
(d) Investment Advisory Contracts.
(i) Copy of Registrant's Management Agreement with Carl Domino Associates,
L.P., advisor 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, advisor 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 GLOBALT, Inc., advisor
to GLOBALT Growth Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 44, is hereby incorporated by reference.
(iv) Copy of Registrant's Management Agreement with IMS Capital Management,
Inc., advisor 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.
(v) Copy of Registrant's Management Agreement with Commonwealth Advisors,
Inc., advisor 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.
(vi) Copy of Registrant's Management Agreement with Corbin & Company, advisor to
Corbin Small-Cap Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 8, is hereby incorporated by reference.
(vii) Copy of Registrant's Management Agreement with Spectrum Advisory
Services, Inc., advisor to the Marathon Value Portfolio, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 42, is hereby incorporated
by reference.
(viii) Copy of Registrant's Management Agreement with The Jumper Group,
Inc., advisor to the Jumper Strategic Advantage Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 23, is hereby incorporated
by reference.
(ix) 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.
(x) Copy of Registrant's Management Agreement with Martin Capital Advisors,
L.L.P., advisor to the Austin Opportunity Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 23, is hereby incorporated by
reference.
(xi) Copy of Registrant's Management Agreement with Martin Capital Advisors
L.L.P., advisor to the Texas Opportunity Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 44, is hereby incorporated by
reference.
(xii) Copy of Registrant's Management Agreement with Martin Capital
Advisors L.L.P., advisor to the U.S. Opportunity Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 29, is hereby incorporated
by reference.
(xiii) Copy of Registrant's 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. 23, is hereby incorporated by
reference.
(xiv) Copy of Registrant's 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. 23, is hereby incorporated
by reference.
(xv) Copy of Registrant's 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. 23, is hereby
incorporated by reference.
(xvi) Copy of Registrant's 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. 25, is hereby incorporated
by reference.
(xvii) Copy of Registrant's Management Agreement with Auxier Asset Management,
LLC, advisor to the Auxier Focus Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 31, is hereby incorporated by
reference.
(xviii) Copy of Registrant's Management Agreement with Shepherd Advisory
Services, Inc., advisor to the Shepherd Values Market Neutral Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 42, is hereby
incorporated by reference.
(xix) Copy of Registrant's Management Agreement with Shepherd Advisory
Services, Inc., advisor to the Shepherd Values Growth Fund, which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 42, is hereby
incorporated by reference.
(xx) Copy of Registrant's 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. 31,
is hereby incorporated by reference.
(xxi) Copy of Registrant's Management Agreement with Cash Management
Systems, Inc. ("CMS"), advisor to The Cash Fund, which was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 31, is hereby incorporated by
reference.
(xxii) Copy of Registrant's Management Agreement with Ariston Capital Management
Corporation, advisor to the Ariston Convertible Securities Fund, which was filed
as an Exhibit to Registrant's Post-Effective Amendment No. 27, is hereby
incorporated by reference.
(xxiii) Copy of Registrant's Management Agreement with Leader Capital
Corp., advisor to the Leader Converted Mutual Bank Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 29, is hereby incorporated
by reference.
(xxiv) Copy of Registrant's Management Agreement with Shepherd Advisory
Services, Inc., advisor to the Shepherd Values VIF Equity Fund, which was filed
as an Exhibit to Registrant's Post-Effective Amendment No. 31, is hereby
incorporated by reference.
(xxv) Copy of Registrant's Management Agreement with Shepherd Advisory
Services, Inc., advisor to the Shepherd Values Small-Cap Fund, which was filed
as an Exhibit to Registrant's Post-Effective Amendment No. 31, is hereby
incorporated by reference.
(xxvi) Copy of Registrant's Management Agreement with Shepherd Advisory
Services, Inc., advisor to the Shepherd Values International Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 31, is hereby
incorporated by reference.
(xxvii) Copy of Registrant's Management Agreement with Shepherd Advisory
Services, Inc., advisor to the Shepherd Values Fixed Income Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 31, is hereby
incorporated by reference.
(xxviii) Copy of Sub-Advisory Agreement between Shepherd Advisory Services,
Inc. and Cornerstone Capital Management, Inc., sub-advisor to the Shepherd
Values VIF Equity Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 34, is hereby incorporated by reference.
(xxix) Copy of Sub-Advisory Agreement between Shepherd Advisory Services,
Inc. and Templeton Portfolio Advisory, sub-advisor to the Shepherd Values
International Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 34, is hereby incorporated by reference.
(xxx) Copy of Sub-Advisory Agreement between Shepherd Advisory Services,
Inc. and Nicholas-Applegate Capital Management, sub-advisor to the Shepherd
Values Small-Cap Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 34, is hereby incorporated by reference.
(xxxi) Copy of Sub-Advisory Agreement between Shepherd Advisory Services,
Inc. and Potomac Asset Management Company, Inc., sub-advisor to the Shepherd
Values Fixed Income Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 34, is hereby incorporated by reference.
(xxxii) Copy of Sub-Advisory Agreement between Shepherd Advisory Services,
Inc. and Cornerstone Capital Management, Inc., sub-advisor to the Shepherd
Values Market Neutral Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 42, is hereby incorporated by reference.
(xxxiii) Copy of Sub-Advisory Agreement between Shepherd Advisory Services,
Inc. and Cornerstone Capital Management, Inc., sub-advisor to the Shepherd
Values Growth Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 42, is hereby incorporated by reference.
(xxxiv) Copy of Registrant's Management Agreement with Aegis Asset
Management, Inc., advisor to the Westcott Technology Fund (f/k/a the Westcott
Nothing But Net Fund), which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 39, is hereby incorporated by reference.
(xxxv) Copy of Registrant's Management Agreement with Aegis Asset
Management, Inc., advisor to the Westcott Large-Cap Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 39, is hereby incorporated
by reference.
(xxxvi) Copy of Registrant's Management Agreement with Aegis Asset
Management, Inc., advisor to the Westcott Fixed Income Fund, which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 39, is hereby
incorporated by reference.
(xxxvii) Copy of Registrant's Management Agreement with Jenswold, King &
Associates, advisor to the Fountainhead Kaleidoscope Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 38, is hereby incorporated
by reference.
(xxxviii) Copy of Registrant's Management Agreement with Ariston Capital
Management Corporation, advisor to the Ariston Internet Convertible Fund, is
filed herewith.
(e) Underwriting Contracts.
(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 Exhibit A to the Amended and Restated
Underwriting Agreement, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 40, is hereby incorporated by reference.
(f) Bonus or Profit Sharing Contracts. None.
(g) Custodian Agreements.
(i) Copy of Registrant's Agreement with the Custodian, Firstar Bank, N.A.
(formerly Star Bank), 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,
Firstar Bank, N.A., which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 43, is hereby incorporated by reference.
(iii) Copy of Registrant's Agreement with UMB Bank, N.A., Custodian to the
Dobson Covered Call Fund and the Florida Street Funds, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 28, is hereby incorporated
by reference.
(h) Other Material Contracts.
(i) Copy of Registrant's Administrative Services 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.
(ii) Copy of Amended Exhibit A to the Administrative Services Agreement - to be
supplied.
(iii) Copy of the Master-Feeder Participation Agreement for the Cash Fund -
to be supplied.
(iv) Copy of Sub-Administration Agreement for the Cash Fund - to be supplied.
(v) Copy of Administration Agreement for the Cash Fund - to be supplied.
(i) Legal Opinion.
(i) Opinion 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.
(ii) Opinion of Brown, Cummins & Brown Co., L.P.A., which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 29, is hereby incorporated
by reference.
(iii) Opinion of Brown, Cummins & Brown Co., L.P.A., which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 41, is hereby incorporated
by reference.
(iv) Consent of Brown, Cummins & Brown Co., L.P.A. is filed herewith.
(j) Other Opinions.
(i) Consent of Ernst & Young LLP is filed herewith.
(k) Omitted Financial Statements. None.
(l) Initial Capital Agreements. 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.
(m) Rule 12b-1 Plan.
(i) 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.
(ii) 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.
(iii) 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.
(iv) 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.
(v) Copy of Registrant's Rule 12b-1 Distribution Plan for the Jumper
Strategic Advantage Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 24, is hereby incorporated by reference.
(vi) Copy of Registrant's Rule 12b-1 Distribution Plan for the Dobson
Covered Call Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 24, is hereby incorporated by reference.
(vii) Copy of Registrant's Rule 12b-1 Distribution Plan for the Ariston
Convertible Securities Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 27, is hereby incorporated by reference.
(viii) Copy of Registrant's Rule 12b-1 Distribution Plan for the Leader
Converted Mutual Bank Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 27, is hereby incorporated by reference.
(ix) Copy of Registrant's Rule 12b-1 Distribution Plan for the Westcott
Technology Fund (f/k/a the Westcott Nothing But Net Fund), which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 28, is hereby incorporated
by reference.
(x) Copy of Registrant's Rule 12b-1 Distribution Plan for the Westcott
Large-Cap Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 28, is hereby incorporated by reference.
(xi) Copy of Registrant's Rule 12b-1 Distribution Plan for the Westcott
Fixed Income Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 28, is hereby incorporated by reference.
(xii) Copy of Registrant's Rule 12b-1 Distribution Plan for the Ariston
Internet Convertible Fund which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 41, is hereby incorporated by reference.
(xiii) Copy of Registrant's Rule 12b-1 Distribution Plan for the Florida
Street Growth Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 42, is hereby incorporated by reference.
(xiv) Copy of Registrant's Rule 12b-1 Distribution Plan for the Florida
Street Bond Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 42, is hereby incorporated by reference.
(xv) Copy of Registrant's Shareholder Servicing Plan for the Florida Street
Growth Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 42, is hereby incorporated by reference.
(xvi) Copy of Registrant's Shareholder Servicing Plan for the Florida
Street Bond Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 42, is hereby incorporated by reference.
(n) Rule 18f-3 Plan.
(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, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 21, is hereby
incorporated by reference.
(iii) Rule 18f-3 Plan for the Westcott Funds, which was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 28, is hereby incorporated by
reference.
(iv) Rule 18f-3 Plan for the Ariston Internet Convertible Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 41, is hereby
incorporated by reference.
(v) Rule 18f-3 Plan for the Florida Street Bond Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 42, is hereby incorporated
by reference.
(vi) Rule 18f-3 Plan for the Florida Street Growth Fund, which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 42, is hereby
incorporated by reference.
(o) Reserved.
(p) Codes of Ethics.
(i) Code of Ethics of Registrant, its underwriter and advisers is filed
herewith.
(q) Powers of Attorney
(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 of the Trust, 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 President (and a Trustee) of the Trust,
which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 35,
is hereby incorporated by reference.
(iv) Power of Attorney for the Treasurer of the Trust, which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 43, is hereby
incorporated by reference.
(v) Powers of Attorney for the Trustees of the AMR Investment Services
Trust are filed herewith.
Item 24. Persons Controlled by or Under Common Control with the Registrant
(As of October 9, 2000) --------
--------------------------------------------------------------------------------
(a) Charles L. Dobson, may be deemed to control the Dobson Covered Call
Fund as a result of his beneficial ownership of the Fund (58.47%). Charles L.
Dobson controls Dobson Capital Management, Inc. (a California corporation)
because he owns 100% of its shares. As a result, Dobson Capital Management, Inc.
and the Fund may be deemed to be under the common control of Charles L. Dobson.
(b) J. Jeffrey Auxier may be deemed to control the Auxier Focus Fund as a
result of his beneficial ownership of the Fund (41.10%). J. Jeffrey Auxier
controls Auxier Asset Management, LLC (an Oregon limited liability company)
because he owns a majority of its shares. As a result, Auxier Asset Management,
LLC and the Fund may be deemed to be under the common control of J. Jeffrey
Auxier.
(c) Roger E. King may be deemed to control the Fountainhead Kaleidoscope
Fund as a result of his beneficial ownership of the Fund (26.12%). Roger E. King
controls King Investment Advisors, Inc. (a Texas corporation) because he owns a
majority of its shares. As a result, King Investment Advisors, Inc. and the Fund
may be deemed to be under the common control of Roger E. King.
Item 25. 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 advisors, 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) Pursuant to the Underwriting Agreement, the Trust shall indemnify
Underwriter and each of Underwriter's Employees (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 serving as the underwriter for the Trust or as
one of Underwriter's Employees, or thereafter, by reason of being or having been
the underwriter for the Trust or one of Underwriter's Employees, including but
not limited to liabilities arising due to any misrepresentation or misstatement
in the Trust's prospectus, other regulatory filings, and amendments thereto, or
in other documents originating from the Trust. In no case shall a Covered Person
be indemnified against any liability to which such Covered Person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties of such Covered Person.
(d) 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 26. Business and Other Connections of Investment Advisor
A. Northern Trust Quantitative Advisors, Inc., 50 South LaSalle Street,
Chicago, Illinois 60675, ("Northern"), Advisor to the Carl Domino Equity Income
Fund, the Carl Domino Growth Fund and the Carl Domino Global Equity Income Fund,
is a registered investment advisor.
(1) Northern has engaged in no other business during the past two fiscal
years.
(2) Information with respect to each officer and director of Northern is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-33358).
B. King Investment Advisors Inc., 1980 Post Oak Boulevard, Suite 2400,
Houston, Texas 77056-3898 ("King "), Advisor to the Fountainhead Special Value
Fund and the Fountainhead Kaleidoscope Fund, is a registered investment advisor.
(1) King has engaged in no other business during the past two fiscal years.
(2) Information with respect to each officer and director of King is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-27224).
C. GLOBALT, Inc., 3060 Peachtree Road, N.W., One Buckhead Plaza, Suite 225,
Atlanta, Georgia 30305 ("GLOBALT"), Advisor to GLOBALT Growth Fund, is a
registered investment advisor.
(1) GLOBALT has engaged in no other business during the past two fiscal
years.
(2) Information with respect to each officer and director of GLOBALT is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-38123).
D. IMS Capital Management, Inc., 10159 S.E. Sunnyside Road, Suite 330,
Portland, Oregon 97015, ("IMS"), Advisor to the IMS Capital Value Fund, is a
registered investment advisor.
(1) IMS has engaged in no other business during the past two fiscal years.
(2) Information with respect to each officer and director of IMS is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-33939).
E. CommonWealth Advisors, Inc., 929 Government Street, Baton Rouge,
Louisiana 70802, ("CommonWealth"), Advisor to the Florida Street Bond Fund and
the Florida Street Growth Fund, is a registered investment advisor.
(1) CommonWealth has engaged in no other business during the past two
fiscal years.
(2) Information with respect to each officer and director of CommonWealth
is incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-39749).
F. Corbin & Company, 6300 Ridglea Place, Suite 1111, Fort Worth, Texas
76116, ("Corbin"), Advisor to the Corbin Small-Cap Value Fund, is a registered
investment advisor.
(1) Corbin has engaged in no other business during the past two fiscal
years.
(2) Information with respect to each officer and director of Corbin is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-41371).
G. Spectrum Advisory Services, Inc. ("Spectrum"), 1050 Crown Pointe
Parkway, Suite 950, Atlanta, Georgia 30338, Advisor to the Marathon Value
Portfolio, is a registered investment advisor.
(1) Spectrum has engaged in no other business during the past two fiscal
years.
(2) Information with respect to each officer and director of Spectrum is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-40286).
H. 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) Information with respect to each officer and director of Jumper is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-45453).
I. 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) Information with respect to each officer and director of AAM is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-41463).
J. Martin Capital Advisors, L.L.P. ("Martin"), 816 Congress Avenue, Suite
1540, 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.
(2) Information with respect to each officer and member of Martin is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-55669).
K. 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) Information with respect to each officer and director of GJMB is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-36855).
L. 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) Information with respect to each officer and director of Dobson is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-56099).
M. Auxier Asset Management, LLC, 8050 S.W. Warm Springs, Suite 130,
Tualatin, OR 97062 ("Auxier"), Advisor to the Auxier Focus Fund, is registered
investment advisor.
(1) Auxier has engaged in no other business during the past two fiscal
years.
(2) Information with respect to each officer and member of Auxier is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-55757).
N. Shepherd Advisory Services, Inc., 2505 21st Avenue, Suite 204,
Nashville, Tennessee 37212 ("Shepherd"), Advisor to the Shepherd Values Funds,
is a registered investment advisor.
(1) Shepherd has engaged in no other business during the past two fiscal
years.
(2) Information with respect to each officer and director of Shepherd is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-38210).
O. 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) Information with respect to each officer and member of Columbia is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-50156).
P. Legacy Investment Group, LLC, d/b/a Cash Management Systems, 290
Turnpike Road, #338, Westborough, Massachusetts ("CMS), Advisor to The Cash
Fund, is a registered investment advisor.
(1) CMS has engaged in no other business during the past two years.
(2) Information with respect to each officer and member of CMS is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-56211).
Q. Ariston Capital Management Corporation, 40 Lake Bellevue Drive, Suite
220, Bellevue, Washington 98005 ("Ariston"), Advisor to the Ariston Convertible
Securities Fund and the Ariston Internet Convertible Fund, is a registered
investment advisor.
(1) Ariston has engaged in no other business during the past two years.
(2) Information with respect to each officer and director of Ariston is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-13209).
R. Leader Capital Corp., 121 S.W. Morrison St., Ste. 450, Portland, OR
97204 ("Leader"), Advisor to the Leader Converted Mutual Bank Fund, is a
registered investment advisor.
(1) Leader has engaged in no other business during the past two fiscal
years.
(2) Information with respect to each officer and director of Leader is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-56684).
S. Aegis Asset Management, Inc. ("Aegis"), 230 Westcott, Suite 1, Houston,
Texas 77007, Advisor to the Westcott Technology Fund (f/k/a the Westcott Nothing
But Net Fund), Westcott Large-Cap Fund and Westcott Fixed Income Fund, is a
registered investment advisor.
(1) Aegis has engaged in no other business during the past two fiscal
years.
(2) Information with respect to each officer and director of Aegis is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-56040).
Item 27. 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, Treasurer and Secretary and a Trustee of the
Registrant. It is also the underwriter for the AmeriPrime Insurance Trust,
AmeriPrime Advisors Trust, the Kenwood Funds, the Rockland Funds Trust, the 10K
SmartTrust and the TANAKA Funds, Inc. B. Information with respect to each
director and officer of AmeriPrime Financial Securities, Inc. is incorporated by
reference to Schedule A of Form BD filed by it under the Securities Exchange Act
of 1934 (File No. 8-48143). C. Not applicable.
Item 28. 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 Custodians, Firstar
Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202; and UMB Bank, N.A.,
Securities Administration Dept., 928 Grand Blvd., 10th Floor, Kansas City, MO
64106; and/or transfer and shareholder service agent, Unified Fund Services,
Inc., 431 Pennsylvania Street, Indianapolis, IN 46204.
Item 29. Management Services Not Discussed in Parts A or B
-------- -------------------------------------------------
None.
Item 30. Undertakings
None.
<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, duly authorized, in the
City of Cincinnati, State of Ohio, on the 19th day of October, 2000.
AmeriPrime Funds
By: /s/
Donald S.Mendelsohn,
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Kenneth D. Trumpfheller,*
President and Trustee
Gary E. Hippensteil,* Trustee *By: ________/s/____________________
Donald S. Mendelsohn,
Steve L. Cobb,* Trustee Attorney-in-Fact
Robert A. Chopyak,* Treasurer October 19, 2000
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, AMR Investment Services Trust has duly caused
this Post-Effective Amendment No. 45 to the Registration Statement on Form N-1A
of Ameriprime Funds, as it relates to AMR Investment Services Trust, to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Fort Worth and the State of Texas, on the 19th day of October, 2000.
AMR Investment Services Trust
By: _________/s/__________________
William F. Quinn
President
Attest:
/s/
Barry Y. Greenberg
Vice President and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933 this
Post-Effective Amendment No. 45 to the Registration Statement of the AmeriPrime
Funds as it relates to the AMR Investment Services Trust has been signed below
by the following persons in the capacities and on the dates indicated.
____/s/_________________________ October 19, 2000
William F. Quinn
President and Trustee
Alan D. Feld*
Trustee
Ben J. Fortson*
Trustee
John S. Justin*
Trustee
Stephen D. O'Sullivan*
Trustee
Dr. Kneeland Youngblood*
Trustee
*By: /s/ October 19, 2000
---------------------------------------
William F. Quinn, Attorney-In-Fact
EXHIBIT INDEX
1. Ariston Internet Convertible Fund
Management Agreement.................................EX-99.23.d.xxxviii
2. Consent of Counsel ..................................EX-99.23.i.iv
3. Consent of Auditors..................................EX-99.23.j.i
4. Code of Ethics.......................................EX-99.23.p.i
5. AMR Investment Services Trust Powers of Attorney.....EX-99.23.q.v
