SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
/ /
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 44 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. 45 /X/
(Check appropriate box or boxes.)
AmeriPrime Funds - File Nos. 33-96826 and 811-9096 1793 Kingswood Drive,
Suite 200, Southlake, Texas 76092 (Address of Principal Executive Offices) Zip
Code
Registrant's Telephone Number, including Area Code: (817) 431-2197 Kenneth
Trumpfheller, 1793 Kingswood Dr., Suite 200, Southlake, TX 76092 (Name and
Address of Agent for Service)
With copy to: Donald S. Mendelsohn, Brown, Cummins & Brown Co., L.P.A. 3500
Carew Tower, Cincinnati, Ohio 45202
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b)
/ / on ___________ pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
WESTCOTT
FUNDS
Prospectus dated [ ], 2000
Westcott Technology Fund
Westcott Large-Cap Fund
Westcott Fixed Income Fund
230 Westcott, Suite 1
Houston, Texas 77007
(800) 998-6658
Like all mutual fund shares and prospectuses, the Securities and Exchange
Commission has not approved or disapproved these shares or passed upon the
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
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TABLE OF CONTENTS
Page
Westcott Technology Fund..........................................................................................1
Westcott Large-Cap Fund...........................................................................................2
Westcott Fixed Income Fund........................................................................................2
How the Funds Have Performed......................................................................................4
Fees and Expenses of the Funds....................................................................................4
How To Buy Shares.................................................................................................6
Distribution Plans................................................................................................8
Additional Purchase Information...................................................................................8
How To Redeem Shares.............................................................................................10
How To Exchange Shares...........................................................................................11
Determination of Net Asset Value.................................................................................12
Dividends, Distributions and Taxes...............................................................................12
Management of the Funds..........................................................................................13
Other Information About Investments..............................................................................13
For More Information ....................................................................................Back Cover
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Westcott Technology Fund
Investment Objective
The investment objective of the Technology Fund is long term growth of
capital.
Principal Strategies
Under normal circumstances, the Fund will invest at least 65% of its total
assets in common stocks of U.S. companies that rely extensively on technology in
their product development and/or operations or will derive a substantial portion
of their sales from technology and technology-related products or services.
These companies are in fields such as Internet services and development,
computer software and hardware, telecommunication services and equipment,
electronics, data management and storage, networking, IT (information
technology) services and consulting, biotechnology, robotics and video
technologies. Any ordinary income received from portfolio securities is entirely
incidental to the Fund's principal strategy.
The Fund may sell a stock if the Fund's adviser believes the company's
long term growth prospects have deteriorated. Growth prospects may be measured
by earnings, revenue growth, stock price performance, market dominance or
technological innovation.
Principal Risks of Investing in the Fund
o Company risk is the risk that the Fund might decrease in value in response
to the activities and financial prospects of an individual company.
o Market risk is the risk that the Fund might decrease in value in response
to general market and economic conditions.
o Technology Sector risk is the risk that because the Fund is concentrated in
the technology sector, significant weakness in this sector could result in
significant losses to the Fund. Technology companies may be significantly
affected by falling prices and profits and intense competition, and their
products may be subject to rapid obsolescence. Changes in governmental
policies, such as telephone and cable regulations and anti-trust
enforcement, may have a material effect on the products and services of
technology companies, including internet companies. In addition, the rate
of technological change often requires extensive and sustained investment
in research and development.
o Internet concentration risk means that your investment in the Fund is
subject to special risks because the Fund invests at least 25% of its
assets in internet companies. Internet companies are subject to competitive
pressures and changing demands that may have a significant effect on the
financial condition of internet companies. It is likely that some of
today's public internet companies will not exist in the future. The price
of many internet stocks has risen based on projections of future earnings
and company growth. If a company does not perform as expected, the price of
the stock could decline significantly. Many internet companies are
currently operating at a loss and may never be profitable.
o Volatility risk means that common stocks of technology companies, including
internet companies, tend to be more volatile than other investment choices.
Because of its narrow focus, the Fund's performance is closely tied to any
factors which may affect technology companies, including internet
companies, and, as a result, is more likely to fluctuate than that of a
fund which is invested in a broader range of companies.
o Smaller company risk means that the stocks of smaller sized companies are
subject to certain risks, including: possible dependence on a limited
product line, market, financial resources or management group, less
frequent trading and trading with smaller volume than larger stocks, which
may make it difficult for the Fund to buy or sell the stocks, and greater
fluctuation in value than larger, more established company stocks.
o As with any mutual fund investment, the Fund's returns will vary and you
could lose money.
o The Fund is not a complete investment program.
Is this Fund Right for You?
The Fund may be a suitable investment for:
o long term investors seeking to diversify into technology securities o
investors willing to accept significant price fluctuations in their
investment
o investors who can tolerate the greater risks associated with technology
investments
WESTCOTT LARGE-CAP FUND
Investment Objective
The investment objective of the Large-Cap Fund is long term growth of
capital.
Principal Strategies
The Fund will normally invest at least 65 % of its assets in common stocks
of larger-sized U.S. companies (those with a market capitalization above $5
billion). The Fund's advisor selects stocks based on their long-term earnings
potential and capital appreciation prospects. The adviser focuses on companies
with high earnings growth and stock prices that the adviser considers to be
undervalued based on the company's historic returns.
The Fund may sell a stock if the Fund's adviser believes that the stock no
longer possesses superior earnings and price growth relative to its peers and/or
the market index. The adviser will also consider negative changes in earnings
per share estimates and material changes in the company's business plan that may
adversely affect future earnings momentum.
Principal Risks of Investing in the Fund
o Company risk is the risk that the Fund might decrease in value in response
to the activities and financial prospects of an individual company.
o Market risk is the risk that the Fund might decrease in value in response
to general market and economic conditions.
o Volatility risk means that common stocks tend to be more volatile than
other investment choices.
o The Fund is not a complete investment program.
o As with any mutual fund investment, the Fund's returns will vary and you
could lose money.
WESTCOTT FIXED INCOME FUND
Investment Objective
The investment objective of the Fixed Income Fund is income over the long
term consistent with preservation of capital.
Principal Strategies
The Fund invests primarily in a broad range of investment grade fixed income
securities. These include bonds, notes, convertible bonds, mortgage-backed
securities, collateralized mortgage obligations, corporate debt, government
securities, zero coupon bonds and short term obligations, such as commercial
paper and repurchase and reverse repurchase agreements. The Fund's advisor
typically selects fixed income securities with maturities of less than five
years, based on the available yield at various maturity levels. The Fund will
normally invest at least 65% of its assets in fixed income securities. The Fund
may sell a security if its rating is downgraded, to shorten or lengthen the
average maturity of the Fund's portfolio, or if Fund's adviser believes that the
issuer's business is experiencing material negative changes. Principal Risks of
Investing in the Fund o Interest rate risk is the risk thatthe value of your
investment may
decrease when interest rates rise. To the extent the Fund invests in fixed
income securities with longer maturities, the Fund will be more greatly
affected by changes in interest rates, and will be more volatile, than a
fund that invests in securities with shorter maturities.
o Credit risk is the risk that the issuer of the fixed income security may
not be able to make interest and principal payments when due. Generally,
the lower the credit rating of a security, the greater the risk that the
issuer will default on its obligation.
o Prepayment risk means that during periods of declining interest rates,
prepayment of loans underlying mortgage-backed securities usually
accelerates. Prepayment may shorten the effective maturities of these
securities and the Fund may have to reinvest at lower interest rates.
o The Fund is not a complete investment program.
o As with any mutual fund investment, the Fund's returns will vary and you
could lose money.
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HOW THE FUNDS HAVE 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 Funds are recently organized and
have limited performance histories.
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FEES AND EXPENSES OF THE FUNDS
The tables describe the fees and expenses that you may pay if you buy and hold
shares of a Fund.
Shareholder Fees
(fees paid directly from your investment) Class A Class B Institutional
------- ------- -------------
Technology Fund
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price) 5.00% NONE NONE
Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase price or
redemption proceeds, whichever is less) NONE* 5.00% NONE
Large-Cap Fund
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price) 5.00% NONE NONE
Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase price or
redemption proceeds, whichever is less) NONE* 5.00% NONE
Fixed Income Fund
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price) 3.00% NONE NONE
Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase price or
redemption proceeds, whichever is less) NONE* 3.00% NONE
*If you purchase $1 million or more of Class A shares of a Fund, the purchase
may be made without an initial sales load. However, those shares are subject to
a CDSC if redeemed within one year of the date of purchase. See "How To Buy
Shares".
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Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
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Technology Fund Class A Class B Institutional
------- ------- -------------
Management Fee 1.70% 1.70% 1.70%
Distribution and/or Service (12b-1) Fees 0.25% 1.00% None
Other Expenses1 0.02% 0.02% 0.02%
----- ----- -----
Total Annual Fund Operating Expenses 1.97% 2.72% 1.72%
Large-Cap Fund Class A Class B Institutional
------- ------- -------------
Management 1.00% 1.00% 1.00%
Distribution and/or Service (12b-1) Fees 0.25% 1.00% None
Other Expenses1 0.02% 0.02% 0.02%
----- ----- --------------
Total Annual Fund Operating Expenses 1.27% 2.02% 1.02%
Fixed Income Fund
Management Fees 0.75% 0.75% 0.75%
Distribution and/or Service (12b-1) Fees 0.25% 1.00% None
Other Expenses1 0.02% 0.02% 0.02%
----- ----- --------------
Total Annual Fund Operating Expenses 1.02% 1.77% 0.77%
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1 "Other Expenses" are based on estimated amounts for the current fiscal year.
Example:
This Example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the time periods
indicated, reinvest dividends, 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 Funds operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
Technology Fund 1 year 3 years
------ -------
Class A $692 $1,093
Class B $779 $1,155
Institutional $176 $ 546
Large-Cap Fund 1 year 3 years
------ -------
Class A $624 $ 885
Class B $707 $ 940
Institutional $105 $ 326
Fixed Income Fund 1 year 3 years
------ -------
Class A $401 $616
Class B $481 $762
Institutional $ 79 $247
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For Class B shares, you would pay the following expenses if you did not redeem
your shares:
1 year 3 years
------ -------
Technology Fund $279 $855
Large-Cap Fund $207 $640
Fixed Income Fund $181 $562
HOW TO BUY SHARES
Initial Purchase
The minimum initial investment in each Fund is $1,000 ($200 for qualified
retirement accounts and medical savings accounts. The minimum initial investment
in each Fund is $50 for shareholders participating in the continuing automatic
investment plan.
You may open an account and make an initial investment through securities
dealers who have a sales agreement with AmeriPrime Financial Securities, Inc.,
the Funds distributor. Your securities dealer may charge you additional fees. 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.
By Mail
You may also make a direct initial investment by following these steps:
o complete and sign the investment application form which accompanies this
Prospectus;
o draft a check made payable to the appropriate Fund;
o identify on the check and the application the Class in which you would like
to invest;
o mail the application and check to:
U.S. Mail: Westcott Funds Overnight: Westcott Funds
Unified Fund Services, Inc. Unified Fund Services, Inc.
P.O. Box 6110 431 North Pennsylvania Street
Indianapolis, Indiana 46206-6110 Indianapolis, Indiana 46204
By Wire you may also purchase shares of a Fund by wiring federal funds
from your bank, which may charge you a fee for doing so. To wire money, you must
call Unified Fund Services, Inc (the "Transfer Agent") at (800) 998-6658 to set
up your account and obtain an account number. You should be prepared at that
time to provide the information on the application. Then, provide your bank with
the following information for purposes of wiring your investment:
Firstar Bank, N.A.
ABA #0420-0001-3
Attn: Westcott Funds
Fund Name ____________________________ (write in fund name) Class Name
____________________________ (write in class name) Account
Name__________________________ (write in shareholder name) For the Account
#________________________(write in account number) D.D.A.# 821-637634
You must mail a signed application to Unified Fund Services, Inc (the
"Transfer Agent") at the above address in order to complete your initial wire
purchase. Wire orders will be accepted only on a day on which the Fund,
Custodian and Transfer Agent are open for business. A wire purchase will not be
considered made until the wired money is received and the purchase is accepted
by the Fund. Any delays which may occur in wiring money, including delays which
may occur in processing by the banks, are not the responsibility of the Fund or
the Transfer Agent. There is presently no fee for the receipt of wired funds,
but the Fund may charge shareholders for this service in the future.
Sales Loads
o Class A Shares
Shares of the Fund are purchased at the public offering price. The public
offering price for Class A shares of each fund is the next determined NAV plus a
sales load as shown in the following table.
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Sales Load as of % of:
Technology Fund and Large Cap Fund Public Net
Offering Amount Dealer Reallowance as % of
Amount of Investment Price Invested Public Offering Price
======================================== ================================================ ================================
Less than $25,000 5.00% 5.26% 5.00%
$25,000 but less than $50,000 4.75% 4.99% 4.75%
$50,000 but less than $100,000 4.50% 4.71% 4.50%
$100,000 but less than $200,000 3.75% 3.90% 3.75%
$200,000 but less than $500,000 3.25% 3.36% 3.25%
$500,000 but less than $1million 2.00% 2.04% 2.00%
$1 million or more None* None* 1.00%
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Sales Load as of % of:
Fixed Income Fund Public Net
Offering Amount
Amount of Investment Price Invested Dealer Reallowance as % of
Public Offering Price
======================================== ================================================ ================================
Less than $50,000 3.00% 3.09% 3.00%
$50,000 but less than $100,000 2.25% 2.30% 2.25%
$100,000 but less than $250,000 1.75% 1.78% 1.75%
$250,000 but less than $500,000 1.50% 1.52% 1.50%
$500,000 but less than $1million 0.50% 0.50% 0.50%
$1 million or more None* None* 0.25%
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*If you purchase $1 million or more of Class A shares of a Fund, the purchase
may be made without an initial sales load. However, those shares are subject to
a contingent deferred sales charge ("CDSC") if redeemed within one year of the
date of purchase. The CDSC is 1.00% for the Technology Fund and Large Cap Fund,
and 0.25% for the Fixed Income Fund, based on the lower of the original purchase
price or net asset value at the time of the redemption. Reinvested dividends and
distributions from Class A shares are not subject to the CDSC.
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Class B Shares
You can purchase Class B shares at NAV. However, when you redeem them, you may
pay a contingent deferred sales change ("CDSC") in the following percentages:
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Year Since Purchase Date Technology Fund* Large Cap Fund* Fixed Income Fund**
First 5% 5% 3%
Second 4 4 2
Third 3 3 2
Fourth 3 3 1
Fifth 2 2 None
Sixth 1 1 None
Seventh and following None None None
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* Convert to Class A shares after eighth year. **Convert to Class A shares after
sixth year.
o Institutional Shares
Institutional shares are available for purchase by registered investment
advisers, bank trust departments, financial planners and other financial
intermediaries on behalf of their clients. Institutional shareholders pay no
sales load or 12b-1 fees.
DISTRIBUTION PLANS
Each Fund has adopted plans under Rule 12b-1 that allow Class A and Class
B of the Fund to pay distribution fees for the sale and distribution of its
shares. The distribution plan for Class B shares also allows the class to pay
for services provided to shareholders. Class A shares pay annual 12b-1 expenses
of 0.25% and Class B shares pay annual 12b-1 expenses of 1.00% (of which 0.75%
is an asset based sales charge and 0.25% is a service fee). Because these 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.
ADDITIONAL PURCHASE INFORMATION
Additional Purchases
You may purchase additional shares of any Fund (subject to the minimum
investment of $50) by mail, wire, or automatic investment. If you purchase
additional Class A shares, you will pay a sales load unless the purchase is made
by reinvesting a dividend or capital gain distribution. If your securities
dealer received concessions for selling shares of a Fund to you, such securities
dealer will receive the concessions described above with respect to additional
investments. Each additional mail purchase request must contain:
o your name
o the name of your account(s),
o your account number(s),
o the name of the Fund
o a check
Send your purchase request to the address listed above. A bank wire should be
sent as outlined above.
Automatic Investment Plan
You may make regular investments in a 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.
Reduced Sales Load
You may use the Right of Accumulation to combine the cost or current
net asset value (whichever is higher) of your shares of a Fund with the amount
of your current purchases in order to take advantage of the reduced sales loads
set forth in the table above. Purchases made pursuant to a Letter of Intent may
also be eligible for the reduced sales loads. The minimum initial investment
under a Letter of Intent is $50,000. Shareholders should contact the Transfer
Agent for information about the Right of Accumulation and Letter of Intent.
Purchases at Net Asset Value
Purchases of Class A shares may be effected at net asset value for the
benefit of the clients of brokers-dealers and registered investment advisers
affiliated with a broker-dealer, if such broker-dealer or investment adviser has
entered into an agreement with the Distributor providing specifically for the
purchase of Fund shares in connection with special investment products, such as
wrap accounts or similar fee based programs.
Trustees, directors, officers and employees of the Trust, the Advisor
and service providers to the Trust, including members of the immediate family of
such individuals and employee benefit plans established by such entities, may
also purchase shares of each Fund at net asset value.
Additional Information
For purposes of determining the applicable sales load, a purchaser
includes an individual, his spouse and their children under the age of 21,
purchasing shares for his or their own account; or a trustee or other fiduciary
purchasing shares for a single fiduciary account although more than one
beneficiary is involved; or employees of a common employer, provided that
economies of scale are realized through remittances from a single source and
quarterly confirmation of such purchases; or an organized group, provided that
the purchases are made through a central administration, or a single dealer, or
by other means which result in economy of sales effort or expense.
Tax Sheltered Retirement Plans
Since the Funds are oriented to longer term investments, shares of the
Funds 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. Contact the Transfer Agent
for the procedure to open an IRA or SEP plan and more specific information
regarding these retirement plan options. Please consult with your attorney or
tax advisor regarding these plans. You must pay custodial fees for your IRA by
redemption of sufficient shares of the Fund from the IRA unless you pay the fees
directly to the IRA custodian. Call the Transfer Agent about the IRA custodial
fees.
Other Purchase Information
Each Fund may limit the amount of purchases and refuse to sell to any
person. If your check or wire does not clear, you will be responsible for any
loss incurred by the Funds. If you are already a shareholder, the Funds can
redeem shares from any identically registered account in the Funds as
reimbursement for any loss incurred. You may be prohibited or restricted from
making future purchases in the Funds.
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,
less any applicable CDSC. You may receive redemption payments in the form of a
check or federal wire transfer. Presently there is no charge for wire
redemptions; however, the Funds may charge for this service in the future. Any
charges for wire redemptions will be deducted from the shareholder's Fund
account by redemption of shares. If you redeem your shares through a
broker/dealer or other institution, you may be charged a fee by that
institution.
By Mail - You may redeem any part of your account in a Fund at no
charge by mail. Your request should be addressed to:
Westcott Funds
Unified Fund Services, Inc.
P.O. Box 6110
Indianapolis, Indiana 46206-6110
"Proper order" means your request for a redemption must include your
letter of instruction, including the Fund name, account number, account name(s),
the address and the dollar amount or number of shares you wish to redeem. This
request must be signed by all registered share owner(s) in the exact name(s) and
any special capacity in which they are registered. For all redemptions, the
Funds require that signatures be guaranteed by a bank or member firm of a
national securities exchange. Signature guarantees are for the protection of
shareholders. At the discretion of the Funds or Unified Fund Services, Inc., you
may be required to furnish additional legal documents to insure proper
authorization.
By Telephone - You may redeem any part of your account in a Fund by
calling the Transfer Agent (800) 998-6658. 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 Funds may terminate the telephone redemption and exchange
procedures at any time. During periods of extreme market activity it is possible
that shareholders may encounter some difficulty in telephoning the Funds,
although neither the Funds nor the Transfer Agent has ever experienced
difficulties in receiving and in a timely fashion responding to telephone
requests for redemptions or exchanges. If you are unable to reach the Funds 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) 998-6658. 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 calendar days. Also, when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary weekend or holiday closing or under any emergency circumstances, as
determined by the Securities and Exchange Commission, the Funds may suspend
redemptions or postpone payment dates.
Because the Funds incur certain fixed costs in maintaining shareholder
accounts, each Fund may require you to redeem all of your shares in the Fund on
30 days' written notice if the value of your shares in the Fund is less than
$1,000 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30 day period. Your shares are subject to redemption
at any time if the Board of Trustees determines in its sole discretion that
failure to so redeem may have materially adverse consequences to all or any of
the shareholders of the Funds.
HOW TO EXCHANGE SHARES
You may exchange any or all of your shares in a Fund for shares of another
Westcott Fund or The Cash Fund, a separately managed money market fund. The
exchange is made without charge unless you exchange Class A shares of the Fixed
Income Fund for Class A shares of another Westcott Fund with a higher sales
load. In that case, you would pay the incremental amount of the sales load. For
exchanges between Westcott Funds, shares of a particular class may be exchanged
only for shares of the same class.
You may request the exchange by telephoning the Transfer Agent at (800)
998-6658 or writing the Transfer Agent at P.O. Box 6110, Indianapolis, Indiana
46206-6110. Shares of the fund selected must be registered for sale in your
state of residence. The exchange privilege with The Cash Fund does not
constitute an offering or recommendation of The Cash Fund. It is your
responsibility to obtain and read a prospectus of The Cash Fund before you make
an exchange.
o You may make up to one exchange out of each Fund during a calendar month
and four exchanges out of each Fund during a calendar year. This limit
helps keep each Fund's net asset base stable and reduces the Fund's
administrative expenses.
o If you exchange shares into or out of a Fund, the exchange is made at the
net asset value per share of each fund next determined after the exchange
request is received, plus any applicable sales load.
o If you exchange Class B shares of a Fund for The Cash Fund, the time you
own The Cash Fund shares will not be included when the holding period for
the CDSC is calculated.
o If you exchange Class B shares of a Westcott Fund for another Westcott Fund
(or Class A shares of a Westcott Fund that were subject to a CDSC because
of a sales load waiver), the holding periods are combined, however the
highest applicable CDSC will be charged if the shares are redeemed.
o If you exchange only a portion of your Class B shares, shares not subject
to a CDSC are exchanged first.
o If you redeem shares from The Cash Fund that were previously Class B shares
of a Westcott Fund (or Class A shares of a Westcott Fund that were subject
to a CDSC because of a sales load waiver), the redemption is made at the
net asset value per share next determined after the redemption request is
received, less any CDSC that applied to the Westcott Fund shares.
In times of extreme economic or market conditions, exchanging Fund or The
Cash Fund shares by telephone may be difficult. To receive a specific day's
price, your letter or call must be received before that day's close of the New
York Stock Exchange. A day or more delay may be experienced prior to the
investment of the redemption proceeds into The Cash Fund. Each exchange
represents the sale of shares from one Fund and the purchase of shares in
another, which may produce a gain or loss for Federal income tax purposes.
All exchanges out of a Westcott Fund into The Cash Fund are subject to the
minimum and subsequent investment requirements of The Cash Fund. No exchange
will be accepted unless the registration of the two accounts is identical.
Neither the Funds, The Cash Fund, nor the Transfer Agent assume responsibility
for the authenticity of exchange instructions communicated by telephone or in
writing which are believed to be genuine. They will use reasonable procedures to
confirm that telephone instructions are genuine.
DETERMINATION OF NET ASSET VALUE
The price you pay for your shares is based on the applicable Fund's net
asset value per share (NAV). The NAV is calculated at the close of trading
(normally 4:00 p.m. Eastern time) on each day the New York Stock Exchange is
open for business (the Stock Exchange is closed on weekends, Federal holidays
and Good Friday). The NAV is calculated by dividing the value of the Fund's
total assets (including interest and dividends accrued but not yet received)
minus liabilities (including accrued expenses) by the total number of shares
outstanding.
The Funds' assets are generally valued at their market value. If market
prices are not available, or if an event occurs after the close of the trading
market that materially affects the values, assets may be valued at their fair
value.
Requests to purchase and sell shares are processed at the NAV next
calculated after we receive your order in proper form.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Dividends and Distributions. Each Fund typically distributes substantially
all of its net investment income in the form of dividends and taxable capital
gains to its shareholders. These distributions are automatically reinvested in
the Fund unless you request cash distributions on your application or through a
written request. Dividends paid by the Funds may be eligible in part for the
dividends received deduction for corporations.
Taxes. In general, selling shares of a Fund and receiving distributions
(whether reinvested or taken in cash) are taxable events. Depending on the
purchase price and the sale price, you may have a gain or a loss on any shares
sold. Any tax liabilities generated by your transactions or by receiving
distributions are your responsibility. Because distributions of long term
capital gains are subject to capital gains taxes, regardless of how long you
have owned your shares, you may want to avoid making a substantial investment
when a Fund is about to make a long term capital gains distribution.
Early each year, the Funds will mail to you a statement setting forth the
federal income tax information for all distributions made during the previous
year. If you do not provide your taxpayer identification number, your account
will be subject to backup withholding.
The tax considerations described in this section do not apply to
tax-deferred accounts or other non-taxable entities. Because each investor's tax
circumstances are unique, please consult with your tax adviser about your
investment.
MANAGEMENT OF THE FUNDS
Aegis Asset Management, Inc., 230 Westcott St., Suite 1, Houston, Texas
77007, serves as investment adviser to the Funds. The adviser was organized as a
Texas corporation in 1993. The adviser manages large capitalization equity,
medium capitalization equity, balanced and fixed income portfolios for a variety
of tax-exempt and taxable clients. The investment decisions for each Fund are
made by a committee of the adviser, which is primarily responsible for the
day-to-day management of each Fund's portfolio. Each Fund is authorized to pay
the adviser an annual fee as follows: Technology Fund, 1.70%; Large-Cap Fund,
1.00% Fixed Income Fund, 0.75%.
OTHER INFORMATION ABOUT INVESTMENTS
The Technology Fund invests at least 25% of its assets in internet
companies. The internet is a global network of computers that allows users to
quickly and easily share information and conduct business. Users of the internet
include commercial and professional organizations, educational institutions,
government agencies, and consumers; they use the internet to communicate
electronically, access and share information, and conduct business. Internet and
internet related companies include internet access providers; companies that
develop software tools to access the internet and facilitate secure internet
transactions; companies that manufacture personal computers and other hardware
used in conjunction with the internet; companies that manufacture software and
other technologies used in conjunction with the internet; companies engaging in
electronic commerce; companies publishing information about the internet;
companies that develop or provide communication systems or other infrastructure
for the internet; companies that supply information, such as games, music and
video, on the internet; companies that consult on the design and implementation
of internet strategies; and other internet and intranet related businesses and
technologies. The types of companies that are considered "internet" and
"internet related" companies will change as technology and applications change.
The Fixed Income Fund invests primarily in investment grade fixed income
securities. The Fund may also invest in fixed income securities which are
unrated if the Fund's advisor determines that they are of comparable quality to
securities rated investment grade. 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. In
addition, changes in economic conditions or other circumstances are more likely
to lead to a weakened capacity to make principal and interest payments than with
higher grade securities. If the rating of an investment grade security drops
below investment grade, the Fund's advisor will dispose of the security as soon
as practicable (depending on market conditions) unless the advisor determines
based on its own credit analysis that the security provides the opportunity of
meeting the Fund's objective without presenting excessive risk.
The Technology Fund and the Large-Cap Fund are each expected under
normal circumstances to invest no more than 15% of its net assets in American
Depository Receipts (ADRs). An ADR is a certificate of ownership issued by an
U.S. bank as a convenience to investors instead of the underlying foreign
security, which the bank holds in custody. In general, foreign investments
involve higher risks than U.S. investments. Foreign markets tend to be more
volatile than those of the U.S. and bring increased exposure to foreign
economic, political and other events that can have a negative effect on the
value of issuers in a particular foreign country.
Each Fund may from time to time take temporary defensive positions that
are inconsistent with the Fund's principal investment strategies in attempting
to respond to adverse market, economic, political, or other conditions. For
example, any Fund may hold all or a portion of its assets in money market
instruments, securities of no-load mutual funds or repurchase agreements. If a
Fund invests in shares of another mutual fund, the shareholders of the Fund
generally will be subject to duplicative management fees. As a result of
engaging in these temporary measures, the Funds may not achieve their investment
objectives. Each Fund may also invest in such instruments at any time to
maintain liquidity or pending selection of investments in accordance with its
policies.
The investment objectives and strategies of any Fund may be changed
without shareholder approval.
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 Fund's latest
semi-annual or annual fiscal year end.
Call the Funds at 800-998-6658 to request free copies of the SAI and the Fund's
annual and semi-annual reports, to request other information about the Funds and
to make shareholder inquiries.
You may review and copy information about the Funds (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 Funds 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 email 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
WESTCOTT FUNDS
Westcott Technology Fund
Westcott Large-Cap Fund
Westcott Fixed Income Fund.
STATEMENT OF ADDITIONAL INFORMATION
[____________], 2000
This Statement of Additional Information is not a prospectus. It should
be read in conjunction with the Prospectus of Westcott Funds dated [ ], 2000. A
free copy of the Prospectus can be obtained by writing the Transfer Agent at 431
North Pennsylvania Street, Indianapolis, Indiana 46204, or by calling (800)
998-6658.
TABLE OF CONTENTS PAGE
DESCRIPTION OF THE TRUST AND THE FUND..........................................2
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
CONSIDERATIONS................................................................3
INVESTMENT LIMITATIONS.........................................................8
THE INVESTMENT ADVISOR........................................................10
TRUSTEES AND OFFICERS.........................................................11
PORTFOLIO TRANSACTIONS AND BROKERAGE..........................................12
DETERMINATION OF SHARE PRICE..................................................13
INVESTMENT PERFORMANCE........................................................14
CUSTODIAN.....................................................................16
TRANSFER AGENT................................................................16
ACCOUNTANTS...................................................................16
DISTRIBUTOR...................................................................16
ADMINISTRATOR.................................................................16
<PAGE>
DESCRIPTION OF THE TRUST AND THE FUND
The Westcott Technology Fund, Westcott Large-Cap Fund, and Westcott
Fixed Income Fund (each a "Fund" or collectively, the "Funds") were organized as
diversified series of AmeriPrime Funds (the "Trust") on September 29, 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. Each Fund is one of
a series of funds currently authorized by the Trustees. The investment advisor
to each Fund is Aegis Asset Management, Inc. (the "Advisor").
The Funds do not issue share certificates. All shares are held in
non-certificate form registered on the books of the Fund's transfer agent for
the account of the shareholders. Each share of a series represents an equal
proportionate interest in the assets and liabilities belonging to that series
with each other share of that series and is entitled to such dividends and
distributions out of income belonging to the series as are declared by the
Trustees. The shares do not have cumulative voting rights or any preemptive or
conversion rights, and the Trustees have the authority from time to time to
divide or combine the shares of any series into a greater or lesser number of
shares of that series so long as the proportionate beneficial interest in the
assets belonging to that series and the rights of shares of any other series are
in no way affected. In case of any liquidation of a series, the holders of
shares of the series being liquidated will be entitled to receive as a class a
distribution out of the assets, net of the liabilities, belonging to that
series. Expenses attributable to any series are borne by that series. Any
general expenses of the Trust not readily identifiable as belonging to a
particular series are allocated by or under the direction of the Trustees in
such manner as the Trustees determine to be fair and equitable. No shareholder
is liable to further calls or to assessment by the Trust without his or her
express consent.
Prior to the public offering of the Funds, AmeriPrime Financial
Securities, Inc. (the Fund's distributor), 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, purchased all of the outstanding shares of each Fund and
may be deemed to control the Funds. After the public offering commences, it is
anticipated that AmeriPrime Financial Securities, Inc. will no longer control
the Funds. As the controlling shareholder, AmeriPrime Financial Securities, Inc.
would control the outcome of any proposal submitted to the shareholders for
approval, including changes to a Fund's fundamental policies or the terms of the
management agreement with the Fund's advisor.
For information concerning the purchase and redemption of shares of the
Fund, see "How to Buy Shares" and "How to Redeem Shares" in the Fund's
Prospectus. For a description of the methods used to determine the share price
and value of the Fund's assets, see "Determination of Net Asset Value" in the
Funds' Prospectus.
As of September 8, 2000, the following persons may be deemed to
beneficially own five percent (5%) or more of the Westcott Technology Fund Class
A Shares: Margaret Guerriero, Post Office Box 2052, Jersey City, New Jersey
07303-9998 - 44.92%; Lora Jean Kilroy, Post Office Box 2052, Jersey City, New
Jersey 07303-9998 - 16.85%; and Walter Konrad, Post Office Box 2052, Jersey
City, New Jersey 07303-9998 - 11.48%.
As of September 8, 2000, the following persons may be deemed to
beneficially own five percent (5%) or more of the Westcott Technology Fund
Institutional Shares: Eckhard Pfeiffer, Post Office Box 2052, Jersey City, New
Jersey 07303-9998 - 89.31%; and Egger & Co., Post Office Box 2052, Jersey City,
New Jersey 07303-9998 - 9.14%.
As of September 8, 2000, Eckhard Pfeiffer may be deemed to control the
Westcott Technology Fund as a result of his beneficial ownership of the shares
of the Fund. As a controlling shareholder, he would control the outcome of any
proposal submitted to the shareholders for approval, including changes to the
Fund's fundamental policies or the terms of the management agreement with the
Fund's adviser.
As of September 8, 2000, the officers and trustees of the Trust as a
group may be deemed to beneficially own less than 1% of the Westcott Technology
Fund.
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS
AND RISK CONSIDERATIONS
This section contains a more detailed discussion of some of the
investments the Fund may make and some of the techniques it may use, as
described in the Prospectus (see "Investment Objectives and Strategies" and
"Investment Policies and Techniques and Risk Considerations").
A. American Depository Receipts (ADRs). ADRs are subject to risks
similar to those associated with direct investment in foreign securities. For
example, there may be less information publicly available about a foreign
company then about a U.S. company, and foreign companies are not generally
subject to accounting, auditing and financial reporting standards and practices
comparable to those in the U.S. Other risks associated with investments in
foreign securities include changes in restrictions on foreign currency
transactions and rates of exchanges, changes in the administrations or economic
and monetary policies of foreign governments, the imposition of exchange control
regulations, the possibility of expropriation decrees and other adverse foreign
governmental action, the imposition of foreign taxes, less liquid markets, less
government supervision of exchanges, brokers and issuers, difficulty in
enforcing contractual obligations, delays in settlement of securities
transactions and greater price volatility. In addition, investing in foreign
securities will generally result in higher commissions than investing in similar
domestic securities. The Funds have no present intention to invest in
unsponsored ADRs.
B. Fixed Income Securities. The Fixed Income Fund may invest in a broad
range of fixed income securities, including corporate debt securities, U.S.
government securities, mortgage-backed securities, zero coupon bonds,
asset-backed and receivable-backed securities and participation interests in
such securities. Preferred stock and certain common stock equivalents may also
be considered to be fixed income 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 are bonds or notes issued by corporations and
other business organizations, including business trusts, in order to finance
their credit needs. Corporate debt securities include commercial paper which
consists of short term (usually from one to two hundred seventy days) unsecured
promissory notes issued by corporations in order to finance their current
operations. The Advisor considers corporate debt securities to be of investment
grade quality if they are rated BBB or higher by Standard & Poor's Corporation
("S&P"), Baa or higher by Moody's Investors Services, Inc. ("Moody's"), or if
unrated, determined by the Advisor to be of comparable quality. Investment grade
debt securities generally have adequate to strong protection of principal and
interest payments. In the lower end of this category, credit quality may be more
susceptible to potential future changes in circumstances and the securities have
speculative elements. If the rating of a security by S&P or Moody's drops below
investment grade, the Advisor will dispose of the security as soon as
practicable (depending on market conditions) unless the Advisor determines based
on its own credit analysis that the security provides the opportunity of meeting
the Fund's objective without presenting excessive risk.
Convertible bonds may be converted into or exchanged for a prescribed
amount of common stock of the same or a different issuer within a particular
period of time at a specified price or formula. A convertible security entitles
the holder to receive interest generally paid or accrued on debt or the dividend
paid on preferred stock until the convertible security matures or is redeemed,
converted or exchanged. Convertible securities have several unique investment
characteristics, such as (a) higher yields than common stocks, but lower yields
than comparable nonconvertible securities, (b) a lesser degree of fluctuation in
value than the underlying stock since they have fixed income characteristics,
and (c) the potential for capital appreciation if the market price of the
underlying common stock increases. A convertible security might be subject to
redemption at the option of the issuer at a price established in the convertible
security's governing instrument. If a convertible security held by the Fund is
called for redemption, the Fund may be required to permit the issuer to redeem
the security.
Municipal securities are long and short term debt obligations issued by
or on behalf of states, territories and possessions of the United States, the
District of Columbia and their political subdivisions, agencies,
instrumentalities and authorities, as well as other qualifying issuers
(including the U.S. Virgin Islands, Puerto Rico and Guam), the income from which
is exempt from regular federal income tax and exempt from state tax in the state
of issuance. Municipal securities are issued to obtain funds to construct,
repair or improve various public facilities such as airports, bridges, highways,
hospitals, housing, schools, streets and water and sewer works, to pay general
operating expenses or to refinance outstanding debts. They also may be issued to
finance various private activities, including the lending of funds to public or
private institutions for construction of housing, educational or medical
facilities or the financing of privately owned or operated facilities. Municipal
securities consist of tax exempt bonds, tax exempt notes and tax exempt
commercial paper. Municipal notes, which are generally used to provide short
term capital needs and have maturities of one year of less, include tax
anticipation notes, revenue anticipation notes, bond anticipation notes and
construction loan notes. Tax exempt commercial paper typically represents short
term, unsecured, negotiable promissory notes. The Fund may invest in other
municipal securities such as variable rate demand instruments.
The two principal classifications of municipal securities are
"general obligations" and "revenue" bonds. General obligation bonds are backed
by the issuer's full credit and taxing power. Revenue bonds are backed by the
revenues of a specific project, facility or tax. Industrial development revenue
bonds are a specific type of revenue bond backed by the credit of the private
issuer of the facility, and therefore investments in these bonds have more
potential risk that the issuer will not be able to meet scheduled payments of
principal and interest.
The Advisor considers municipal securities to be of
investment grade quality if they are rated BBB or higher by S&P, Baa or higher
by Moody's, or if unrated, determined by the Advisor to be of comparable
quality. Investment grade debt securities generally have adequate to strong
protection of principal and interest payments. In the lower end of this
category, credit quality may be more susceptible to potential future changes in
circumstances and the securities have speculative elements. If the rating of a
security by S&P or Moody's drops below investment grade, the Advisor will
dispose of the security as soon as practicable (depending on market conditions)
unless the Advisor determines based on its own credit analysis that the security
provides the opportunity of meeting the Fund's objective without presenting
excessive risk.
U.S. government securities may be backed by the credit of the
government as a whole or only by the issuing agency. U.S. Treasury bonds, notes,
and bills and some agency securities, such as those issued by the Federal
Housing Administration and the Government National Mortgage Association (GNMA),
are backed by the full faith and credit of the U.S. government as to payment of
principal and interest and are the highest quality government securities. Other
securities issued by U.S. government agencies or instrumentalities, such as
securities issued by the Federal Home Loan Banks and the Federal Home Loan
Mortgage Corporation, are supported only by the credit of the agency that issued
them, and not by the U.S. government. Securities issued by the Federal Farm
Credit System, the Federal Land Banks, and the Federal National Mortgage
Association (FNMA) are supported by the agency's right to borrow money from the
U.S. Treasury under certain circumstances, but are not backed by the full faith
and credit of the U.S. government.
Mortgage-backed securities represent an interest in a pool of
mortgages. These securities, including securities issued by FNMA and GNMA,
provide investors with payments consisting of both interest and principal as the
mortgages in the underlying mortgage pools are repaid. Unscheduled or early
payments on the underlying mortgages may shorten the securities' effective
maturities. The average life of securities representing interests in pools of
mortgage loans is likely to be substantially less than the original maturity of
the mortgage pools as a result of prepayments or foreclosures of such mortgages.
Prepayments are passed through to the registered holder with the regular monthly
payments of principal and interest, and have the effect of reducing future
payments. To the extent the mortgages underlying a security representing an
interest in a pool of mortgages are prepaid, the Fixed Income Fund may
experience a loss (if the price at which the respective security was acquired by
the Fund was at a premium over par, which represents the price at which the
security will be sold upon prepayment). In addition, prepayments of such
securities held by the Fund will reduce the share price of the Fund to the
extent the market value of the securities at the time of prepayment exceeds
their par value. Furthermore, the prices of mortgage-backed securities can be
significantly affected by changes in interest rates. Prepayments may occur with
greater frequency in periods of declining mortgage rates because, among other
reasons, it may be possible for mortgagors to refinance their outstanding
mortgages at lower interest rates. In such periods, it is likely that any
prepayment proceeds would be reinvested by the Fund at lower rates of return.
Collateralized Mortgage Obligations (CMOs) are securities
collateralized by mortgages or mortgage-backed securities. CMOs are issued with
a variety of classes or series, which have different maturities and are often
retired in sequence. CMOs may be issued by governmental or non-governmental
entities such as banks and other mortgage lenders. Non-government securities may
offer a higher yield but also may be subject to greater price fluctuation than
government securities. Investments in CMOs are subject to the same risks as
direct investments in the underlying mortgage and mortgage-backed securities. In
addition, in the event of a bankruptcy or other default of an entity who issued
the CMO held by the Fund, the Fund could experience both delays in liquidating
its position and losses.
Financial services industry obligations consist of certificates of
deposit, time deposits and bankers' acceptance certificates. Certificates of
deposit are negotiable certificates evidencing the indebtedness of a commercial
bank or a savings and loan association to repay funds deposited with it for a
definite period of time (usually from fourteen days to one year) at a stated or
variable interest rate. Time deposits are non-negotiable deposits maintained in
a banking institution or a savings and loan association for a specified period
of time at a stated interest rate. Bankers' acceptances are credit instruments
evidencing the obligation of a bank to pay a draft which has been drawn on it by
a customer, which instruments reflect the obligation both of the bank and of the
drawer to pay the face amount of the instrument upon maturity.
Zero coupon securities are debt securities issued or sold at a discount
from their face value which do not entitle the holder to any periodic payment of
interest prior to maturity or a specified redemption date (or cash payment
date). These involve risks that are similar to those of other debt securities,
although they may be more volatile, and certain zero coupon securities move in
the same direction as interest rates. The amount of the discount varies
depending on the time remaining until maturity or cash payment date, prevailing
interest rates, liquidity of the security and perceived credit quality of the
issuer. Zero coupon securities also may take the form of debt securities that
have been stripped of their unmatured interest coupons, the coupons themselves
and receipts or certificates representing interests in such stripped debt
obligations and coupons. The market prices of zero coupon securities generally
are more volatile than the market prices of interest-bearing securities and are
likely to respond to a greater degree to changes in interest rates than
interest-bearing securities having similar maturities and credit qualities.
C. Foreign Securities. The Fixed Income Fund may invest in foreign
corporate and foreign government securities. Foreign government obligations
generally consist of debt securities supported by national, state or provincial
governments or similar political units or governmental agencies. Such
obligations may or may not be backed by the national government's full faith and
credit and general taxing powers. Investments in foreign securities also include
obligations issued by international organizations. International organizations
include entities designated or supported by governmental entities to promote
economic reconstruction or development as well as international banking
institutions and related government agencies. Examples are the International
Bank for Reconstruction and Development (the World Bank), the European Coal and
Steel Community, the Asian Development Bank and the InterAmerican Development
Bank. In addition, investments in foreign securities may include debt securities
denominated in multinational currency units of an issuer (including
international issuers). An example of a multinational currency unit is the
European Currency Unit. A European Currency Unit represents specified amounts of
the currencies of certain member states of the European Economic Community, more
commonly known as the Common Market.
Purchases of foreign securities are usually made in foreign currencies
and, as a result, a Fund may incur currency conversion costs and may be affected
favorably or unfavorably by changes in the value of foreign currencies against
the U.S. dollar. In addition, there may be less information publicly available
about a foreign company then about a U.S. company, and foreign companies are not
generally subject to accounting, auditing and financial reporting standards and
practices comparable to those in the U.S. Other risks associated with
investments in foreign securities include changes in restrictions on foreign
currency transactions and rates of exchanges, changes in the administrations or
economic and monetary policies of foreign governments, the imposition of
exchange control regulations, the possibility of expropriation decrees and other
adverse foreign governmental action, the imposition of foreign taxes, less
liquid markets, less government supervision of exchanges, brokers and issuers,
difficulty in enforcing contractual obligations, delays in settlement of
securities transactions and greater price volatility. In addition, investing in
foreign securities will generally result in higher commissions than investing in
similar domestic securities.
D. Floating Rate, Inverse Floating Rate, and Index Obligations. The
Fixed Income Fund may invest in debt securities with interest payments or
maturity values that are not fixed, but float in conjunction with (or inversely
to) an underlying index or price. These securities may be backed by U.S.
Government or corporate issuers, or by collateral such as mortgages. The indices
and prices upon which such securities can be based include interest rates,
currency rates and commodities prices. However, the Funds will not invest in any
instrument whose value is computed based on a multiple of the change in price or
value of an asset or an index of or relating to assets in which the Fund cannot
or will not invest.
Floating rate securities pay interest according to a coupon which is
reset periodically. The reset mechanism may be formula based, or reflect the
passing through of floating interest payments on an underlying collateral pool.
The coupon is usually reset daily, weekly, monthly, quarterly or semi-annually,
but other schedules are possible. Floating rate obligations generally exhibit a
low price volatility for a given stated maturity or average life because their
coupons adjust with changes in interest rates. If their underlying index is not
an interest rate, or the reset mechanism lags the movement of rates in the
current market, greater price volatility may be experienced.
Inverse floating rate securities are similar to floating rate
securities except that their coupon payments vary inversely with an underlying
index by use of a formula. Inverse floating rate securities tend to exhibit
greater price volatility than other floating rate securities. Because the
changes in the coupon are usually negatively correlated with changes in overall
interest rates, interest rate risk and price volatility on inverse floating rate
obligations can be high, especially if leverage is used in the formula. Index
securities pay a fixed rate of interest, but have a maturity value that varies
by formula, so that when the obligation matures, a gain or loss is realized. The
risk of index obligations depends on the volatility of the underlying index, the
coupon payment and the maturity of the obligation.
E. Repurchase Agreements. A repurchase agreement is a short-term
investment in which the purchaser (i.e., a Fund) acquires ownership of an
obligation issued by the U.S. Government or by an agency of the U.S. Government
(a "U.S. Government obligation") (which may be of any maturity) and the seller
agrees to repurchase the obligation at a future time at a set price, thereby
determining the yield during the purchaser's holding period (usually not more
than seven days from the date of purchase). Any repurchase transaction in which
a Fund engages will require full collateralization of the seller's obligation
during the entire term of the repurchase agreement. In the event of a bankruptcy
or other default of the seller, a Fund could experience both delays in
liquidating the underlying security and losses in value. However, each Fund
intends to enter into repurchase agreements only with the Custodian, other banks
with assets of $1 billion or more and registered securities dealers determined
by the Advisor to be creditworthy. The Advisor monitors the creditworthiness of
the banks and securities dealers with which a Fund engages in repurchase
transactions.
F. Reverse Repurchase Agreements. The Fixed Income Fund may enter into
reverse repurchase agreements. Reverse repurchase agreements involve sales of
portfolio securities by the Fund to member banks of the Federal Reserve System
or recognized securities dealers, concurrently with an agreement by the Fund to
repurchase the same securities at a later date at a fixed price, which is
generally equal to the original sales price plus interest. The Fund retains
record ownership and the right to receive interest and principal payments on the
portfolio security involved. The Fund's objective in such a transaction would be
to obtain funds to pursue additional investment opportunities whose yield would
exceed the cost of the reverse repurchase transaction. Generally, the use of
reverse repurchase agreements should reduce portfolio turnover and increase
yield. In connection with each reverse repurchase agreement, the Fund will
direct its Custodian to place cash or U.S. government obligations in a separate
account in an amount equal to the repurchase price. In the event of bankruptcy
or other default by the purchaser, the Fund could experience both delays in
repurchasing the portfolio securities and losses.
When a separate account is maintained in connection with reverse
repurchase agreements, the securities deposited in the separate account will be
valued daily at market for the purpose of determining the adequacy of the
securities in the account. If the market value of such securities declines,
additional cash, U.S. government obligations or liquid high grade debt
obligations will be placed in the account on a daily basis so that the market
value of the account will equal the amount of the Fund's commitments to
repurchase securities. To the extent funds are in a separate account, they will
not be available for new investment or to meet redemptions. Reverse repurchase
agreements constitute a borrowing by the Fund and, together with all other
borrowings, will not represent more than 5% of the net assets of the Fund.
Securities subject to reverse repurchase agreements and the securities
held in the Fund's portfolio are subject to changes in market value based upon
the public's perception of the creditworthiness of the issuer and changes in the
level of interest rates (which will generally result in all of those securities
changing in value in the same way, i.e., all those securities experiencing
appreciation when interest rates decline and depreciation when interest rates
rise). Therefore, if in order to achieve a higher level of income, the Fund
remains substantially fully invested at the same time that it has entered into
reverse repurchase transactions, there will be a possibility that the market
value of the Fund's assets will have greater fluctuation.
INVESTMENT LIMITATIONS
Fundamental. The investment limitations described below have been
adopted by the Trust with respect to each Fund and are fundamental
("Fundamental"), i.e., they may not be changed without the affirmative vote of a
majority of the outstanding shares of each Fund. As used in the Prospectus and
the Statement of Additional Information, the term "majority" of the outstanding
shares of the Fund means the lesser of (1) 67% or more of the outstanding shares
of the Fund present at a meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented at such meeting; or
(2) more than 50% of the outstanding shares of the Fund. Other investment
practices which may be changed by the Board of Trustees without the approval of
shareholders to the extent permitted by applicable law, regulation or regulatory
policy are considered non-fundamental ("Non-Fundamental").
1. Borrowing Money. The Funds will not borrow money, except (a) from a
bank, provided that immediately after such borrowing there is an asset coverage
of 300% for all borrowings of the Fund; or (b) from a bank or other persons for
temporary purposes only, provided that such temporary borrowings are in an
amount not exceeding 5% of the Fund's total assets at the time when the
borrowing is made. This limitation does not preclude the Fund from entering into
reverse repurchase transactions, provided that the Fund has an asset coverage of
300% for all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions.
2. Senior Securities. The Funds will not issue senior securities. This
limitation is not applicable to activities that may be deemed to involve the
issuance or sale of a senior security by the Fund, provided that the Fund's
engagement in such activities is consistent with or permitted by the Investment
Company Act of 1940, as amended, the rules and regulations promulgated
thereunder or interpretations of the Securities and Exchange Commission or its
staff.
3. Underwriting. The Funds will not act as underwriter of securities
issued by other persons. This limitation is notapplicable to the extent that, in
connection with the disposition of portfolio securities (including restricted
securities), the Fund may be deemed an underwriter under certain federal
securities laws.
4. Real Estate. The Funds will not purchase or sell real estate. This
limitation is not applicable to investments in marketable securities which are
secured by or represent interests in real estate. This limitation does not
preclude the Fund from investing in mortgage-related securities or investing in
companies engaged in the real estate business or that have a significant portion
of their assets in real estate (including real estate investment trusts).
5. Commodities. The Funds will not purchase or sell commodities unless
acquired as a result of ownership of securities or other investments. This
limitation does not preclude the Fund from purchasing or selling options or
futures contracts, from investing in securities or other instruments backed by
commodities or from investing in companies which are engaged in a commodities
business or have a significant portion of their assets in commodities.
6. Loans. The Funds will not make loans to other persons, except (a) by
loaning portfolio securities, (b) by engaging in repurchase agreements, or (c)
by purchasing nonpublicly offered debt securities. For purposes of this
limitation, the term "loans" shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.
7. Concentration. Neither the Large-Cap Fund nor the Fixed Income Fund
will invest 25% or more of its total assets in a particular industry. The
Technology Fund will not invest 25% or more of its total assets in a particular
industry, other than the internet industry. This limitation is not applicable to
investments in obligations issued or guaranteed by the U.S. government, its
agencies and instrumentalities or repurchase agreements with respect thereto.
With respect to the percentages adopted by the Trust as maximum
limitations on its investment policies and limitations, an excess above the
fixed percentage will not be a violation of the policy or limitation unless the
excess results immediately and directly from the acquisition of any security or
the action taken. This paragraph does not apply to the borrowing policy set
forth in paragraph 1 above.
Notwithstanding any of the foregoing limitations, any investment
company, whether organized as a trust, association or corporation, or a personal
holding company, may be merged or consolidated with or acquired by the Trust,
provided that if such merger, consolidation or acquisition results in an
investment in the securities of any issuer prohibited by said paragraphs, the
Trust shall, within ninety days after the consummation of such merger,
consolidation or acquisition, dispose of all of the securities of such issuer so
acquired or such portion thereof as shall bring the total investment therein
within the limitations imposed by said paragraphs above as of the date of
consummation.
Non-Fundamental. The following limitations have been adopted by the
Trust with respect to the Fund and are Non-Fundamental (see "Investment
Restrictions" above).
1. Pledging. The Funds will not mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness, any assets of the Fund except as
may be necessary in connection with borrowings described in limitation (1)
above. Margin deposits, security interests, liens and collateral arrangements
with respect to transactions involving options, futures contracts, short sales
and other permitted investments and techniques are not deemed to be a mortgage,
pledge or hypothecation of assets for purposes of this limitation.
2. Borrowing. No Fund will purchase any security while borrowings
(including reverse repurchase agreements) representing more than one third of
its total assets are outstanding.
3. Margin Purchases. No Fund will purchase securities or evidences of
interest thereon on "margin." This limitation is not applicable to short term
credit obtained by a Fund for the clearance of purchases and sales or redemption
of securities, or to arrangements with respect to transactions involving
options, futures contracts, short sales and other permitted investments and
techniques.
4. Options. The Funds will not purchase or sell puts, calls, options or
straddles.
5. Illiquid Investments. The Funds will not invest in securities for
which there are legal or contractual restrictions on resale and other illiquid
securities.
6. Loans of Portfolio Securities. The Funds will not make loans of
portfolio securities.
THE INVESTMENT ADVISOR
The investment advisor to the Westcott Funds is Aegis Asset Management,
Inc., 230 Westcott, Suite 1, Houston, Texas 77007 (the "Advisor"). William S.
Kilroy, Jr. is the controlling shareholder of the Advisor.
Under the terms of the management agreement (the "Agreement"), the
Advisor manages each Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of each Fund except brokerage, taxes,
borrowing costs (such as (a) interest and (b) dividend expenses on securities
sold short), fees and expenses of the non-interested person trustees and
extraordinary expenses. As compensation for its management services and
agreement to pay the Fund's expenses, each Fund is obligated to pay the Advisor
a fee (based on average daily net assets) computed and accrued daily and paid
monthly at the following annual rates: Technology Fund, 1.70%; Large-Cap Fund,
1.00%; Fixed Income Fund, 0.75%.
The Advisor retains the right to use the name "Westcott" in connection
with another investment company or business enterprise with which the Advisor is
or may become associated. The Trust's right to use the name "Westcott"
automatically ceases ninety days after termination of the Agreement and may be
withdrawn by the Advisor on ninety days written notice.
The Advisor may make payments to banks or other financial institutions
that provide shareholder services and administer shareholder accounts. 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 Funds may from time to time purchase
securities issued by banks which provide such services; however, in selecting
investments for the Funds, no preference will be shown for such securities.
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>
==================================== ================ ======================================================================
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 Director of Heritage Trust
Suite 350 Company from 1994-1996; Vice President
Houston, TX 77002 and Manager of Investments of Kanaly Trust Company
from 1988 to 1992.
Year of Birth: 1947
==================================== ================ ======================================================================
</TABLE>
The compensation paid to the Trustees of the Trust for the fiscal year
ended September 30, 1999 is set forth in the following table. Trustee fees are
Trust expenses and each series of the Trust pays a portion of the Trustee fees.
==================================== ================== ========================
Aggregate Total Compensation
Compensation from Trust (the Trust is
Name from Trust not in a Fund Complex)
------------------------------------ ------------------ ------------------------
Kenneth D. Trumpfheller 0 0
------------------------------------ ------------------ ------------------------
Steve L. Cobb $21,000 $21,000
------------------------------------ ------------------ ------------------------
Gary E. Hippenstiel $21,000 $21,000
==================================== ================== ========================
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Board of Trustees of the Trust,
the Advisor is responsible for each Fund's portfolio decisions and the placing
of each Fund's portfolio transactions. In placing portfolio transactions, the
Advisor seeks the best qualitative execution for each Fund, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Advisor generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received. Consistent with
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc., and subject to its obligation of seeking best qualitative execution, the
Advisor may give consideration to sales of shares of the Trust as a factor in
the selection of brokers and dealers to execute portfolio transactions.
The Advisor is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Funds and/or the other
accounts over which the Advisor exercises investment discretion and to pay such
brokers or dealers a commission in excess of the commission another broker or
dealer would charge if the Advisor determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of a particular transaction
or the Advisor's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.
Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Funds effect securities
transactions may also be used by the Advisor in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Advisor in connection with its services to the
Funds. Although research services and other information are useful to the Funds
and the Advisor, it is not possible to place a dollar value on the research and
other information received. It is the opinion of the Board of Trustees and the
Advisor that the review and study of the research and other information will not
reduce the overall cost to the Advisor of performing its duties to the Funds
under the Agreement.
While each Fund does not deem it practicable and in its best interests
to solicit competitive bids for commission rates on each transaction,
consideration is regularly given to posted commission rates as well as other
information concerning the level of commissions charged on comparable
transactions by qualified brokers.
None of the Funds has any obligation to deal with any broker or dealer
in the execution of its transactions. However, it is contemplated that Westcott
Securities, L.L.C., in its capacity as a registered broker-dealer, will effect
substantially all securities transactions which are executed on a national
securities exchange and over-the-counter transactions conducted on an agency
basis. Such transactions will be executed at competitive commission rates
through Pershing, Inc.
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.
Under the Investment Company Act of 1940, persons affiliated with an
affiliate of the Advisor (such as Westcott Securities, L.L.C.) may be prohibited
from dealing with a Fund as a principal in the purchase and sale of securities.
Therefore, Westcott Securities, L.L.C. will not serve as a Fund's dealer in
connection with over-the-counter transactions. However, Westcott Securities,
L.L.C. may serve as a Fund's broker in over-the-counter transactions conducted
on an agency basis and will receive brokerage commissions in connection with
such transactions. Such agency transactions will be executed through Pershing,
Inc.
A Fund will not effect any brokerage transactions in its portfolio
securities with Westcott Securities, L.L.C. if such transactions would be unfair
or unreasonable to Fund shareholders, and the commissions will be paid solely
for the execution of trades and not for any other services. The Agreement
provides that affiliates of affiliates of the Advisor may receive brokerage
commissions in connection with effecting such transactions for the Fund. In
determining the commissions to be paid to Westcott Securities, L.L.C., it is the
policy of each Fund that such commissions will, in the judgment of the Trust's
Board of Trustees, be (a) at least as favorable to the Fund as those which would
be charged by other qualified brokers having comparable execution capability and
(b) at least as favorable to the Fund as commissions contemporaneously charged
by Westcott Securities, L.L.C. on comparable transactions for its most favored
unaffiliated customers, except for customers of Westcott Securities, L.L.C.
considered by a majority of the Trust's disinterested Trustees not to be
comparable to the Fund. The disinterested Trustees from time to time review,
among other things, information relating to the commissions charged by Westcott
Securities, L.L.C. to the Fund and its other customers, and rates and other
information concerning the commissions charged by other qualified brokers.
The Agreement does not provide for a reduction of the Advisor's fee by
the amount of any profits earned by Westcott Securities, L.L.C. from brokerage
commissions generated from portfolio transactions of the Funds.
While the Funds contemplate no ongoing arrangements with any other
brokerage firms, brokerage business may be given from time to time to other
firms. Westcott Securities, L.L.C. will not receive reciprocal brokerage
business as a result of the brokerage business placed by the Funds with others.
When a Fund and another of the Advisor's clients seek to purchase or
sell the same security at or about the same time, the Advisor may execute the
transaction on a combined ("blocked") basis. Blocked transactions can produce
better execution for the Funds because of the increased volume of the
transaction. If the entire blocked order is not filled, a Fund may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, a Fund may not be able to obtain
as large an execution of an order to sell or as high a price for any particular
portfolio security if the other client desires to sell the same portfolio
security at the same time. In the event that the entire blocked order is not
filled, the purchase or sale will normally be allocated on a pro rata basis. The
allocation may be adjusted by the Advisor, taking into account such factors as
the size of the individual orders and transaction costs, when the Advisor
believes an adjustment is reasonable.
DETERMINATION OF SHARE PRICE
The price (net asset value) of the shares of each Fund is determined as
of 4:00 p.m., Eastern time on each day the Trust is open for business and on any
other day on which there is sufficient trading in the Fund's securities to
materially affect the net asset value. The Trust is open for business on every
day except Saturdays, Sundays and the following holidays: New Year's Day, Martin
Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas.
Securities that are traded on any exchange or on the NASDAQ
over-the-counter market are valued at the last quoted sale price. Lacking a last
sale price, a security is valued at its last bid price except when, in the
Adviser's opinion, the last bid price does not accurately reflect the current
value of the security. All other securities for which over-the-counter market
quotations are readily available are valued at their last bid price. When market
quotations are not readily available, when the Adviser determines the last bid
price does not accurately reflect the current value, or when restricted
securities are being valued, such securities are valued as determined in good
faith by the Adviser, in conformity with guidelines adopted by and subject to
review of the Board of Trustees of the Trust.
Fixed income securities generally are valued by using market
quotations, but may be valued on the basis of prices furnished by a pricing
service when the Adviser believes such prices accurately reflect the fair market
value of such securities. A pricing service utilizes electronic data processing
techniques based on yield spreads relating to securities with similar
characteristics to determine prices for normal institutional-size trading units
of debt securities without regard to sale or bid prices. When prices are not
readily available from a pricing service, or when restricted or illiquid
securities are being valued, securities are valued at fair value as determined
in good faith by the Adviser, subject to review of the Board of Trustees. Short
term investments in fixed income securities with maturities of less than 60 days
when acquired, or which subsequently are within 60 days of maturity, are valued
by using the amortized cost method of valuation, which the Board has determined
will represent fair value.
INVESTMENT PERFORMANCE
Each Fund may periodically advertise "average annual total return."
"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 that the maximum sales load is
deducted from the initial $1,000 and that a complete redemption occurs at the
end of the applicable period. If the Fund has been in existence less than one,
five or ten years, the time period since the date of the initial public offering
of shares will be substituted for the periods stated.
A Fund's "yield" is determined in accordance with the method defined by
the Securities and Exchange Commission. A yield quotation is based on a 30 day
(or one month) period and is computed by dividing the net investment income per
share earned during the period by the maximum offering price per share on the
last day of the period, according to the following formula:
Yield = 2[(a-b/cd+1)6-1]
Where:
a = dividends and interest earned during the period b = expenses
accrued for the period (net of reimbursements) c = the average daily
number of shares outstanding during the period that were entitled to
receive dividends d = the maximum offering price per share on the last
day of the period
Solely for the purpose of computing yield, dividend income recognized by
accruing 1/360 of the stated dividend rate of the security each day that the
Fund owns the security. Generally, interest earned (for the purpose of "a"
above) on debt obligations is computed by reference to the yield to maturity of
each obligation held based on the market value of the obligation (including
actual accrued interest) at the close of business on the last business day prior
to the start of the 30-day (or one month) period for which yield is being
calculated, or, with respect to obligations purchased during the month, the
purchase price (plus actual accrued interest). With respect to the treatment of
discount and premium on mortgage or other receivable-backed obligations which
are expected to be subject to monthly paydowns of principal and interest, gain
or loss attributable to actual monthly paydowns is accounted for as an increase
or decrease to interest income during the period and discount or premium on the
remaining security is not amortized.
Each Fund may also advertise performance information (a
"non-standardized quotation") which is calculated differently from average
annual total return. A non-standardized quotation of total return may be a
cumulative return which measures the percentage change in the value of an
account between the beginning and end of a period, assuming no activity in the
account other than reinvestment of dividends and capital gains distributions. A
non-standardized quotation may also be an average annual compounded rate of
return over a specified period, which may be a period different from those
specified for average annual total return. In addition, a non-standardized
quotation may be an indication of the value of a $10,000 investment (made on the
date of the initial public offering of the Fund's shares) as of the end of a
specified period. These non-standardized quotations do not include the effect of
the applicable sales load which, if included, would reduce the quoted
performance. A non-standardized quotation of total return will always be
accompanied by the Fund's average annual total return as described above.
Each 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 each Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue.
From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of any of the
Funds may be compared to indices of broad groups of unmanaged securities
considered to be representative of or similar to the portfolio holdings of the
Funds or considered to be representative of the stock market in general. The
Funds may use the Standard & Poor's 500 Stock Index, the NASDAQ Composite Index
or the Dow Jones Industrial Average.
In addition, the performance of any of the Funds may be compared to
other groups of mutual funds tracked by any widely used independent research
firm which ranks mutual funds by overall performance, investment objectives and
assets, such as Lipper Analytical Services, Inc. or Morningstar, Inc. The
objectives, policies, limitations and expenses of other mutual funds in a group
may not be the same as those of any of the Funds. Performance rankings and
ratings reported periodically in national financial publications such as
Barron's and Fortune also may be used.
CUSTODIAN
Firstar Bank, N.A., 425 Walnut Street, M.L 6118, Cincinnati, Ohio
45202, is Custodian of the Funds' investments. The Custodian acts as the Funds'
depository, safekeeps its portfolio securities, collects all income and other
payments with respect thereto, disburses funds at the Funds' 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 Funds' transfer agent and, in such
capacity, maintains the records of each shareholder's account, answers
shareholders' inquiries concerning their accounts, processes purchases and
redemptions of the Funds' shares, acts as dividend and distribution disbursing
agent and performs other accounting and shareholder service functions. In
addition, Unified provides the Funds 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 Advisor equal to 0.0275% of the Funds' 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 McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake,
Ohio 44145, has been selected as independent public accountants for the Trust
for the fiscal year ending September 30, 2000. McCurdy & Associates performs an
annual audit of the Funds' 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
Funds. Kenneth D. Trumpfheller, a Trustee and officer of the Trust, is an
affiliate of the Distributor. The Distributor is obligated to sell the shares of
the Funds on a best efforts basis only against purchase orders for the shares.
Shares of the Funds are offered to the public on a continuous basis.
ADMINISTRATOR
The Funds retain AmeriPrime Financial Services, Inc., 1793 Kingswood
Drive, Suite 200, Southlake, TX 76092, (the "Administrator") to manage the
Funds' business affairs and provide the Funds with administrative services,
including all regulatory reporting and necessary office equipment, personnel and
facilities. The Administrator receives a monthly fee from the Adviser equal to
an annual average rate of 0.10% of each Fund's average daily net assets up to
fifty million dollars, 0.075% of each Fund's average daily net assets from fifty
to one hundred million dollars and 0.050% of each fund's average daily net
assets over one hundred million dollars.
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, is filed herewith.
(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, is filed herewith.
(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) 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) 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) 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) 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) 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) 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) 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) 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) 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) 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) 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) 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 Proposed Management Agreement with Ariston
Capital Management Corporation, advisor to the Ariston Internet Convertible
Fund, which was filed as an Exhibit to Registrant's Post-Effective Amendment No.
41, is hereby incorporated by reference.
(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 Registran'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. Copy of Registrant's Agreement with the
Administrator, AmeriPrime Financial Services, Inc., which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 11, is hereby incorporated
by reference.
(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 McCurdy & Associates CPA's, Inc. 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.
Item 24. Persons Controlled by or Under Common Control with the Registrant
(As of September 8, 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 (72.97%). 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 (49.13%). 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 (25.92%). 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.
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 27th day of September, 2000.
AmeriPrime Funds
BY:/s/ Donald S. Mendelsohn
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
Donald S. Mendelsohn,
Steve L. Cobb,* Trustee Attorney-in-Fact
Robert A. Chopyak,* Treasurer September 27, 2000
and Chief Financial Officer
EXHIBIT INDEX
1. Management Agreement with GLOBALT, Inc. .....................EX-99.23.d.iii
2. Management Agreement with Martin Capital Advisors L.L.P......EX-99.23.d.xi
3. Consent of Counsel ..........................................EX-99.23.i.iv
4. Consent of Auditors..........................................EX-99.23.j.i
5. Code of Ethics...............................................EX-99.23.p.i