UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 485(a)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No._________ [ ]
Post-Effective Amendment No.__2______ [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No.___6__
(Check Appropriate Box or Boxes)
Adhia Funds, Inc.
(Exact Name of Registrant as Specified in Charter)
1311 N. Westshore Blvd., Suite 110, Tampa, FL, 33607.
(Address of Principal Executive Offices)
Registrant's Telephone Number (including area code): (813) 289-8440
Hitesh (John) P. Adhia, 1311 N. Westshore Blvd., Suite 110, Tampa, FL, 33607
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
As soon as Registration becomes Effective.
It is proposed that this filing will become effective:
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(2)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[X] on June 10, 2000 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.
PROSPECTUS JUNE 10, 2000
The Fund & Investment Objective
Adhia Twenty Fund's investment objective is to seek capital appreciation
through investment in fifteen to twenty-five stocks.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
TABLE OF CONTENTS
Questions Every Investor Should Ask
Before Investing in the Adhia Twenty Fund....2
Fees and Expenses........................... 4
Adhia Funds, Inc. Investment Objective and Strategies..........5
1311 N. Westshore Blvd Management of the Fund...................... 5
Suite 110 The Fund's Share Price ..................... 6
Tampa, FL 33607 Purchasing Shares........................... 6
(813) 289 8440 Redeeming Shares............................ 8
Dividends, Distributions and Taxes..........10
Financial Highlights........................11
Share Purchase Application..................13
QUESTIONS EVERY INVESTOR SHOULD ASK BEFORE INVESTING IN ADHIA TWENTY FUND
1. What is Adhia Funds, Inc.?
Adhia Funds, Inc. (the "Company") is an open-end, non-diversified management
investment company - a mutual fund. The Company presently consists of a
single portfolio, the Adhia Twenty Fund (the "Fund").
2. What are the Fund's Goals?
Adhia Twenty Fund seeks capital appreciation.
3. What are the Fund's Principal Investment Strategies?
The Fund's investment objective is capital appreciation through
investment in fifteen to twenty-five common stocks. The Fund may
invest temporarily in money market funds to defend capital during
what it considers to be periods of falling common stock prices.
Stocks are selected based on fundamental factors include book value,
price to earnings ratios, price to sales ratios, cyclic nature of
industry, management reputation, etc. Technical indicators like moving
averages, changes in volumes, stock momentum, etc. will be considered as
secondary factors in selection criteria.
The Fund does not propose to purchase securities for short term trading
in the ordinary course of operations. However, there may be times when
the management deems it advisable to substantially alter the
composition of the portfolio which in turn increase portfolio turn
over rate.
4. What are the Principal Risks in Investing in the Fund?
Investors in the Fund may lose money. There are risks associated with
the types of securities in which the Fund invests. These risks include:
o Market Risk: The prices of the securities in which the Fund
invests may decline for a number of reasons.The price
declines of common stocks, in particular, may be steep,
sudden and/or prolonged.
o Value Investing Risk: Our portfolio managers may be wrong in their
assessment of a company's value and the
stocks the Fund holds may not reach what the
portfolio managers believe are their full
values. From time to time "value" investing
falls out of favor with investors. During
these periods, the Fund's relative
performance may suffer.
o Non-Diversification Risk: The Fund is classified as being non-
diversified. This means that it may invest
a relatively high percentage of its assets
in the obligations of a limited number of
issues.The Fund, therefore, may be more
susceptible than a more widely diversified
fund to any single economic, political, or
regulatory occurrence.
o Portfolio Turnover Risk: There may be times when the management
deems it advisable to substantially alter
the composition of the portfolio when the
Fund Advisor believes market valuation are
higher than normal.In this event, the
portfolio turnover rate might be
substantially high. This may result in
corresponding greater transaction costs
(such as brokerage commissions or
markups or markdowns)which the Fund must
pay and increased realized gains or losses)
to investors. Distribution to shareholders
of short-term capital gains are taxed as
ordinary income under Federal income tax
laws.
Because of these risks the Fund is a suitable investment only for
those investors who have long-term investment goals.Prospective
investors who are uncomfortable with an investment that will increase
and decrease in value should not invest in the Fund.
5. How has the Fund Performed?
The bar chart and table that follow provide some indication of the risks of
investing in the Fund by showing changes in the Fund's performance during
its first years of operation how its annual return for the period compares to
Standard & Poor's Composite Index of 500 Stocks ("S&P 500") Index. Please
remember that the Fund's past performance is not necessarily an indication of
its future performance. It may perform better or worse in the future.
[GRAPHIC OMITTED]
40%
- ----------------------------------------------------------------------------
30% (29.92%)
(21.04%)
20%
10%
0%
- ----------------------------------------------------------------------------
-10%
1999 1999
Adhia Twenty Fund "S&P 500" Index
- --------------
Note: During the one-year period shown in the table,the Fund's highest
total return for a quarter was 11.45% (quarter ended June 30, 1999) and
the lowest total return for a quarter was -1.22% (quarter ended
September 30, 1999).
Average Annual Total
Returns Since the effective date
(for the periods ending Past of the Fund
December 31, 1999) Year (January 1, 1999)
- ---------------------------------------------------------------------------
Adhia Twenty Fund 29.92% 29.92%
S&P 500* 21.04% 21.04%
* The S&P 500 consists of 500 common stocks,most of which are listed on
the New York Stock Exchange.A particular stock's weighting in the index
is based on its relative total market value (i.e.,its market price times
the number of shares outstanding).
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if
you buy and hold shares of the Fund.
SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load)
Imposed on Purchases (as a
percentage of offering price)................ No Sales Charge
Maximum Deferred Sales Charge (Load)........... No Deferred Sales Charge
Maximum Sales Charge (Load)
Imposed on Reinvested Dividends
and Distributions............................ No Sales Charge
Redemption Fee................................. None
Exchange Fee................................... None
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
Management Fees................................ 1.00%
Distribution and/or Service (12b-1) Fees....... None
Other Expenses.................................
Transfer Agent Fees.......................... 2.31%
All Other Expenses........................... 2.55%
Total Other Expenses......................... 4.86%
Total Annual Fund Operating Expenses........... 5.86%
Fee Waiver and Expense Reimbursement* 3.36%
Net Expenses 2.50%
- ---------------
* If the aggregate annual operating expenses exceed 2 1/2% the Advisor
will reimburse the Fund for the amount of such excess.
EXAMPLE
This Example is intended to help you compare the cost of investing
in the Fund 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 and then redeem all of your shares at the
end of these periods. The Example also assumes that your investment
has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower,
based on these assumptions, your costs would be:
1 Year 3 Years 5 Years 10 Years
$250 $788 $1,381 $3,144
INVESTMENT OBJECTIVE AND STRATEGIES
The Fund's investment objective is capital appreciation. Please remember
that an investment objective is not a guarantee.An investment in the Fund
might not appreciate and you could lose money.
The Fund may invest temporarily in money market funds to defend capital
during what it considers to be periods of falling common stock prices. The Fund
will not be able to achieve its investment objective of capital appreciation
to the extent that it invests in money market instruments since these
securities do not appreciate in value.
MANAGEMENT OF THE FUND
Adhia Investment Advisors, Inc. manages the Fund's investment.
The Adhia Investment Advisors, Inc. (the "Advisor") acts as an Investment
Advisor to the Fund.The advisor's address is:
1311 N. Westshore Blvd., Suite 110
Tampa, FL 33607
Mr. Hitesh (John) P. Adhia is the sole owner, director and officer of the
Investment Advisor and is also the president of the Fund. Mr. Adhia has
previously worked as a stockbroker. However, neither Adhia Investment Advisors,
Inc. nor its owner Hitesh (John) P.Adhia have any prior experience in advising
mutual funds. For investment advisor's services the Fund has agreed to pay to
Adhia Investment Advisors,Inc. a fee of 1% per year on its average net assets.
PRICING OF SHARES
The price at which investors purchase shares of the Fund and at which
shareholders redeem shares of the Fund is called its net asset value.
The Fund calculates its net asset value as of the close of regular trading
on the New York Stock Exchange (normally 4:00 p.m.Eastern Time) on each
day the New York Stock Exchange is open for trading.The Fund calculates its
net asset value based on the market prices of the securities (other than
money market instruments) it holds.It values most money market instruments it
of regular trading on a day in which the New York Stock Exchange is open at
the net asset value determined later that day.It will process purchase orders
close of regular trading at the net asset value determined at the close of
regular trading on the next day the New York Stock Exchange is open.
PURCHASING SHARES
How to Purchase Shares from the Fund?
1. Read this Prospectus carefully
2. Determine how much you want to invest keeping in mind the following
minimums:
a. New accounts
o All Accounts $ 2,000
b. Existing accounts
o Dividend reinvestment No Minimum
o Automatic Investment Plan $ 100
o All other methods $ 1,000
3. Complete the Purchase Application included in this Prospectus,
carefully following the instructions. For additional investments,
complete the remittance form attached to your individual account
statements. The Fund has additional Purchase Applications and
remittance forms if you need them. If you have any questions,
please call 1-800-627-8172.
4. Make your check payable to "Adhia Funds, Inc.." All checks must be drawn
on U.S.banks. The Fund will not accept cash or third party checks. Unified
Fund Services,Inc., the Fund's transfer agent, will charge a $25 fee
against a shareholder's account for any payment check returned for
insufficient funds.The shareholder will also be responsible for any
losses suffered by the Fund as a result.
5. Send the application and check to:
BY FIRST CLASS MAIL BY OVERNIGHT DELIVERY SERVICE
OR REGISTERED MAIL
Adhia Funds, Inc. Adhia Funds, Inc.
C/o Unified Fund Services, Inc. C/o Unified Fund Services, Inc.
PO Box 6110 431 N. Pennsylvania Street
Indianapolis, IN 46206-6110 Indianapolis, IN 46204-1806
Please do not mail letters by overnight delivery service or registered
mail to the Post Office Box address.
Other information about Purchasing Shares of the Fund
The Fund may reject any Purchase Applications for any reason. The Fund
will not accept purchase orders made by telephone, unless they are from
a Servicing Agent which has an agreement with the Fund.
The Fund will not issue certificates evidencing shares purchased. The
Fund will send investors a written confirmation for all purchases of
shares.
The Fund offers an automatic investment plan allowing shareholders
to make purchases on a regular and convenient basis. The Fund also
offers the following retirement plans:
o Traditional IRA
o Roth IRA
o Education IRA
o SEP - IRA
o Simple IRA
Investors can obtain further information about the automatic
investment plan and the retirement plans by calling the Fund at
1-800-627-8172.The Fund recommends that investors consult with a
competent financial and tax advisor regarding the retirement plans
before investing through them.
REDEEMING SHARES
How to Redeem (Sell) Shares by Mail
1. Prepare a letter of instruction containing:
o account number(s)
o the amount of money or number of shares being redeemed
o the name(s) on the account
o daytime phone number
o additional information that the Fund may require for redemption
by corporations, executors, administrators, trustees, guardians,
or others who hold shares in a fiduciary or representative
capacity. Please contact the Fund's transfer agent, Unified
Fund Services, Inc., in advance, at 1-800-627-8172 if you
have any questions.
2. Sign the letter of instruction exactly as the shares are registered.
Joint ownership accounts must be signed by all owners.
3. Have the signatures guaranteed by a commercial bank or trust company
in the United States, a member firm of the New York Stock Exchange or
other eligible guarantor institution in the following situations:
o The redemption proceeds are to be sent to a person other than
the person in whose name the shares are registered.
o The redemption proceeds are to be sent to an address other
than the address of record
A notarized signature is not an acceptable substitute for a
signature guarantee.
4. Send the letter of instruction to:
BY FIRST CLASS MAIL BY OVERNIGHT DELIVERY SERVICE
OR REGISTERED MAIL
Adhia Funds, Inc. Adhia Funds, Inc.
C/o Unified Fund Services, Inc. C/o Unified Fund Services, Inc.
PO Box 6110 431 N. Pennsylvania Street
Indianapolis, IN 46206-6100 Indianapolis, IN 46204-1806
Please do not mail letters by overnight delivery service or
registered mail to the Post Office Box address.
Payment of Redemption Proceeds
The redemption price per share you receive for redemption requests
is the next determined net asset value after:
o Unified Fund Services, Inc. receives your written request
in proper form with all required information.
Unified Fund Services, Inc. will mail a check in the amount of the redemption
proceeds no later than the seventh day after it receives the written request
in proper form with all required information. If you request in the letter of
instruction, Unified Fund Services, Inc. will transfer the redemption proceeds
to your designated bank account by either Electronic Funds Transfer or wire.
An Electronic Funds Transfer generally takes up to 3 business days to reach
the shareholder's account whereas Unified Fund Services, Inc. generally wires
redemption proceeds on the business day following the calculation of the
redemption price. Unified Fund Services, Inc. currently charges $12 for each
wire redemption but does not charge a fee for Electronic Funds Transfers.
Those shareholders who redeem shares through Servicing Agents will receive
their redemption proceeds in accordance with the procedures established by the
Servicing Agent.
Other Redemption Considerations
When redeeming shares of the Fund, shareholders should consider the
following:
o The redemption may result in a taxable gain.
o Shareholders who redeem shares held in an IRA must indicate on
their redemption request whether or not to withhold federal
income taxes. If not, these redemption, as well as redemption
of other retirement plans not involving a direct rollover to an
eligible plan, will be subject to federal income tax withholding.
o The Fund may delay the payment of redemption proceeds for up to
seven days in all cases.
o If you purchased shares by check, the Fund may delay the payment
of redemption proceeds until it is reasonably satisfied the check
has cleared (which may take up to 15 days from the date of
purchase).
o Unified Fund Services, Inc. will transfer the redemption proceeds
by Electronic Funds Transfer or by wire only if the shareholder has
sent in a written request with signatures guaranteed.
o The Fund reserves the right to refuse a telephone redemption
request (which may be made only through Servicing Agents) if it
believes it is advisable to do so. Both the Fund and Unified Fund
Services, Inc. may modify or terminate its procedures for
telephone redemption at any time. Neither the Fund nor Unified
Fund Services, Inc. will be liable for following instructions for
telephone redemption transactions that they reasonably believe to
be genuine, provided they use reasonable procedures to confirm the
genuineness of the telephone instructions. They may be liable for
unauthorized transactions if they fail to follow such procedures.
These procedures include requiring some form of personal
identification prior to acting upon the telephone instructions and
recording all telephone calls. During periods of substantial
economic or market change, telephone redemption may be difficult to
implement. If a Servicing Agent cannot contact Unified Fund
Services, Inc. by telephone, it should make a redemption request
in writing in the manner described earlier.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund distributes substantially all of its net investment income and
capital gains on annual basis. The Fund will automatically retain and reinvest
dividends and capital gains distributions in shares and use same for the
purchase of additional shares for the shareholder at net asset value as of
the close of business on the distribution date. You may request your
distribution, if any, to be paid in cash by making written request to Unified
Fund Services, Inc., or by calling 1-800-627-8172.
The Fund's distributions, whether received in cash or additional shares of the
Fund, may be subject to federal and state income tax. These distributions may
be taxed as ordinary income and capital gains (which may be taxed at different
rates depending on the length of time the Fund holds the assets generating the
capital gains). In managing the Fund, our Advisor considers the tax effects
of its investment decisions to be of secondary importance.
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Fund's
financial performance for the period of the Fund's operations. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned on
an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Alan K. Geer, CPA, PA
whose report, along with the Fund's financial statements, are included in the
Annual Report which is available upon request.
Per share income and capital changes for a share outstanding throughout the
period as follows:
<TABLE>
<CAPTION>
Year End
December
- ---------------------------------------------------------------
1999*
- ---------------------------------------------------------------
<S> <C>
Net assets value at beginning of the year $9.70
Income Loss From Operation:
Net investment Income (Loss) (a) <2.26>
Net realized gain (loss) (b) 1.74
Net unrealized gain (loss) (b) 2.43
Net Assets value at end of year (c) $11.61
Total Return 29.92%
</TABLE>
(a) This amount has been adjusted for changed in the average number of stocks
outstanding throughout the period.
(b) Computed using the number of shares outstanding at the beginning of the
period 11,577.58 shares for 1999.
(c) Computed using the number of shares outstanding at the end of the period
26,909.21 for 1999.
*Fund effective date January 1, 1999.
- ------
Ratios/Supplemental Data 1999*
Net Assets, End of Period $ 312,489
Ratio of Expenses to Average Net Assets (a) 2.5%
Ratio of Net Income to Average Net Assets (b) -0.5%
Portfolio Turnover Rate 47.0%
(a)Includes Fee Waiver and Expense Reimbursement of 3.36% from Investment
Advisor.
(b) Computed using the beginning of the period net assets of $112,209 and
end of the period net assets of $312,489.
Adhia Twenty Fund JUNE 10, 2000
1311 N. Westshore Blvd., Suite 110
Tampa, FL 33607
(813) 289 8440 Phone
(813) 289 8849 Fax
Additional Information
The Prospectus, which should be retained for future reference, is designed
to set forth concisely the information that you should know before you invest.
To learn more about Adhia Twenty Fund you may want to read Adhia Twenty
Fund's Statement of Additional Information (or "SAI") which contains
additional information about the Fund. Adhia Twenty Fund has incorporated by
reference the SAI into the Prospectus. This means that you should consider the
contents of the SAI to be part of the Prospectus.
You also may learn more about Adhia Twenty Fund's investments by reading the
Fund's annual and semi-annual reports to shareholders. The annual report
includes a discussion of the market conditions and investment strategies that
significantly affected the performance of Adhia Twenty Fund during its last
fiscal year.
The SAI and the annual and semi-annual reports are all available to
shareholders and prospective investors without charge, simply by calling
Unified Fund Services, Inc. at 1-800-627-8172.
Prospective investors and shareholders who have questions about Adhia Twenty
Fund may also call the following number or write to the following address:
Adhia Twenty Fund
1311 N. Westshore Blvd., Suite 110
Tampa, FL 33607
1-813-289-8440
www.adhiafunds.com
The general public can review and copy information about Adhia Twenty Fund
including the SAI) at the Securities and Exchange Commission's Public Reference
Room in Washington, D.C. (Please call 1-800-SEC-0330 for information on the
operations of the Public Reference Room). Reports and other information about
Adhia Twenty Fund are also available at the Securities and Exchange Commission's
Internet site at http://www.sec.gov and copies of this information may be
obtained, upon payment of a duplicating fee, by writing to:
Public Reference Section
Securities and Exchange Commission
Washington, D.C. 20549-6009
Please refer to Adhia Twenty Fund's Investment Company Act File
No. 811-08775 when seeking information about the Fund from the Securities and
Exchange Commission.
ACCOUNT APPLICATION
ADHIA TWENTY FUND
1. ACCOUNT REGISTRATION (Please print or type)
Please Check ONE type of account:
[] Individual (Cannot be a minor)_______________________________________
[] Joint* (Cannot be a minor) ______________________________________
* Joint tenants with right of survivorship, unless otherwise indicated or
allowed by your State of residency
[] Uniform Gifts/Transfers to _______________________________________
Minors (UGMA/UTMA) Custodian's Name (only one permitted)
Minor's Social Security Number _______________________________________
must be indicated below. Minor's Name (only one permitted)
_______________________________________
Successor Custodian's Name (optional)
[] Trust _______________________________________
Name of trust Date of trust
_______________________________________
Name of Trustee
[] Corporation or other entity _______________________________________
Name of Corporate or other entity
Taxpayer Identification Number
_______________________________ __________________________________________
Social Security Number Employer Identification Number
Check One: [] U. S. Citizen or resident alien
[] Nonresident alien ________________________
Country of residence
============================================================================
2. MAILING ADDRESS: _______________________________________
Address
_______________________________________
City State Zip
(____)______________ (____)______________
Daytime phone Evening phone
============================================================================
3. INVESTMENT:
The initial minimum investment is $2,000 per account
Your Investment :_______________ (Make Check Payable to Adhia Funds, Inc.)
============================================================================
4. SIGNATURES (All account owners must sign)
By signing below:
I certify that I have received and read the current prospectus of the Fund and
understand its terms are incorporated in this application by reference. I
certify that I have the authority and legal capacity to make this purchase and
I am of legal age in my state of residence.
Under penalty of perjury, I certify that:
1. The Taxpayer Identification Number shown on this application is correct.
2. I am not subject to backup withholding because: (a) I am exempt from backup
withholding; or (b) I have not been notified by the Internal Revenue Service
(IRS) that I am subject to backup withholding as a result of a failure to
report all interest or dividends; or (c) the IRS has notified me that I am
no longer subject to backup withholding. Cross out item 2 if you have been
notified by the IRS that you are currently subject to backup withholding.
The Internal Revenue Service does not require your consent to any provision of
this document other than the certification required to avoid backup
withholding.
_____________________________________________________________________
Signature of owner, trustee, or custodian Date
_____________________________________________________________________
Signature of joint owner or co-trustees (if any) Date
============================================================================
Mail this application along with your check to:
Adhia Funds, Inc.
C/o Unified Fund Services, Inc.
P. O. Box 6110
Indianapolis, IN 46206-6110
Toll Free: (800) 627 8172
Phone: (317) 917 7022
Fax: (317) 266 8756
============================================================================
Adhia Twenty Fund
STATEMENT OF ADDITIONAL INFORMATION June 10, 2000
This Statement of Additional Information is not a prospectus and should be
read in conjunction with the prospectus of Adhia Funds, Inc. (the "Company")
dated June 10, 2000. Request for copies of the Prospectus should be made by
writing to Adhia Funds, Inc., 1311 N. Westshore Blvd., Suite 110, Tampa, FL,
33607 or by calling (813) 289 8440.
The following financial statements are incorporated by reference to the Annual
Report, dated December 31, 2000, of Adhia Funds, Inc. (File No. 811-08775)
as filed with the Securities and Exchange Commission on February 28, 2000:
Report of Independent Accountants
Statement of Assets and Liabilities
Schedule of Investments
Statement of Operations
Statements of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
Shareholders may obtain a copy of the Annual Report, without charge, by
calling 1-800-627-8172.
ADHIA FUNDS, INC.
Table of Contents
-----------------
Page No.
--------
FUND HISTORY AND CLASSIFICATION ..........................................1
INVESTMENT RESTRICTIONS ..................................................1
INVESTMENT CONSIDERATIONS ................................................3
DIRECTORS AND OFFICERS OF THE CORPORATION ................................12
PRINCIPAL SHAREHOLDERS ...................................................15
INVESTMENT ADVISER AND ADMINISTRATOR .....................................16
DETERMINATION OF NET ASSET VALUE AND PERFORMANCE .........................18
DISTRIBUTION OF SHARES ...................................................20
RETIREMENT PLANS .........................................................21
AUTOMATIC INVESTMENT PLAN ................................................24
REDEMPTION OF SHARES .....................................................24
ALLOCATION OF PORTFOLIO BROKERAGE ........................................25
CUSTODIAN ................................................................26
TRANSFER AGENT............................................................26
TAXES ....................................................................27
SHAREHOLDER MEETINGS .....................................................28
CAPITAL STRUCTURE ........................................................29
DESCRIPTION OF SECURITIES RATINGS.........................................29
INDEPENDENT ACCOUNTANTS ..................................................31
No person has been authorized to give any information or to make any
representations other than those contained in this Statement of Additional
Information and the Prospectus dated June 10, 2000, and, if given or made,
such information or representations may not be relied upon as having been
authorized by Adhia Funds, Inc.
This Statement of Additional Information does not constitute an offer to sell
securities.
FUND HISTORY AND CLASSIFICATION
Adhia Funds, Inc. (the "Company") was incorporated under the laws of
Maryland on January 27, 1998 and is an open-end non-diversified management
investment company registered under the Investment Company Act of 1940
(the "Act"). The Company presently consists of a single portfolio, the Adhia
Twenty Fund (the "Fund").
INVESTMENT RESTRICTIONS
As set forth in the Prospectus dated June 10, 2000 of Adhia Funds,
Inc. the "Corporation") under the caption "Investment Objective and Policies",
the investment objective of Adhia Twenty Fund (the "Fund") is capital
appreciation. Consistent with its investment objective, the Fund has adopted
the following investment restrictions which are matters of fundamental policy
and cannot be change without approval of the holders of the lesser of:
(i) 67% of the Fund's shares present or represented at a stockholders meeting
at which at he holders of more than 50% of such shares are present or
represented; or (ii) more than 50% of the outstanding shares of the Fund.
(1) The Fund will not act as underwriter for securities of other issuer
except insofar as the Fund may be deemed an underwriter in selling its own
portfolio securities.
(2) The Fund will not borrow money or purchase securities on margin, but
may obtain such short term credit as any be necessary for clearance of
purchase and sale of securities for temporary or emergency purposes
in an amount not exceeding 10% of the value of its total assets.
(3) The Fund will not sell securities short.
(4) The Fund will not invest 20% or more of the value of its total assets,
determined at the time an investment is made, exclusive of U. S. government
securities, in securities issued by companies primarily engaged in the same
industry. In determining industry classifications the Fund will use the
current Directory of Companies Filing Annual Reports with the Securities
and Exchange Commission except to the extent permitted by the Act.
(5) The Fund will not make investments in commodities, commodity contracts
or real estate, although the Fund may purchase and sell securities of
companies which deal in real estate or interest therein.
(6) The Fund will not make loans. The purchase of a portion of a readily
marketable issue of publicly distributed bond, debentures or other debt
securities will not be considered the making of loan.
(7) The Fund will not acquire more than 10% of the securities of any class
of another issuer, treating all preferred securities of an issuer as a single
class and all debt securities as a single class, or acquire more than 10% of
the voting of another issuer.
(8) The Fund will not invest in companies for the purpose of acquiring control.
(9) The Fund will not purchase or retain securities of any issuer if those
officers and directors of the Fund or its Investment Advisors owning
individually more than 0.5 of 1% of any class of security or collectively
own more than 5% of such class of securities of such issuer.
(10) The Fund will not pledge or mortgage any of its assets.
(11) The Fund will not Invest in securities which may be subject to
registration under the Securities Act of 1933 prior to sale to the public or
which are not at the time of purchase readily salable.
(12) The Fund will not Invest more than 5% of the total Fund assets, taken at
market value at the time of purchase, in a single issue.
(13) The Fund will not invest in more than twenty-five different stocks at
one time.
INVESTMENT CONSIDERATIONS
The Fund will primarily purchase shares of issues listed on the US Stock
exchanges. To the extent feasible, the Fund will endeavor to emphasize
fundamental corporate considerations related to the prospects of issuer and
its industry, as well as technical market considerations.
Fundamental factors include book value, price to earnings ratios, price to
sales ratios, cyclic nature of industry, management reputation, etc. Technical
indicators like moving averages, changes in volumes, stock momentum, etc. will
be considered as secondary factors in selection criteria.
Money Market Instruments
The Fund may invest in cash and money market securities. The Fund may do so to
"cover" investment techniques, when taking a temporary defensive position or to
have assets available to pay expenses, satisfy redemption requests or take
advantage of investment opportunities. The money market securities in which
the Fund invests include U.S. Treasury Bills, commercial paper, commercial
paper master notes and repurchase agreements.
The Fund may invest in commercial paper or commercial paper master notes rated,
at the time of purchase, A-1 or A-2 by Standard & Poor's Corporation or
Prime-1 or Prime-2 by Moody's Investors Service, Inc. Commercial paper master
notes are demand instruments without a fixed maturity bearing interest at rates
that are fixed to known lending rates and automatically adjusted when such
lending rates change.
Under a repurchase agreement, the Fund purchases a debt security and
simultaneously agrees to sell the security back to the seller at a mutually
agreed-upon future price and date, normally one day or a few days later. The
resale price is greater than the purchase price, reflecting an agreed-upon
market interest rate during the purchaser's holding period. While the
maturities of the underlying securities in repurchase transactions may be more
than one year, the term of each repurchase agreement will always be less than
one year. The Fund will enter into repurchase agreements only with member banks
of the Federal Reserve system or primary dealers of U.S. Government Securities.
The Adviser will monitor the creditworthiness of each of the firms which is a
party to a repurchase agreement with the Fund. In the event of a default or
bankruptcy by the seller, the Fund will liquidate those securities (whose
market value, including accrued interest, must be at least equal to 100% of
the dollar amount invested by the Fund in each repurchase agreement) held
under the applicable repurchase agreement, which securities constitute
collateral for the seller's obligation to pay. However, liquidation could
involve costs or delays and, to the extent proceeds from the sale of these
securities were less than the agreed-upon repurchase price, the Fund would
suffer a loss. The Fund also may experience difficulties and incur certain
costs in exercising its rights to the collateral and may lose the interest the
Fund expected to receive under the repurchase agreement. Repurchase agreements
usually are for short periods, such as one week or less, but may be longer. It
is the current policy of the Fund to treat repurchase agreements that do not
mature within seven days as illiquid for the purposes of its investments
policies.
The Fund may also invest in securities issued by other investment companies
that invest in high quality, short-term debt securities (i.e., money market
instruments). In addition to the advisory fees and other expenses the Fund
bears directly in connection with its own operations, as a shareholder of
another investment company, the Fund would bear its pro rata portion of the
other investment company's advisory fees and other expenses, and such fees and
other expenses will be borne indirectly by the Fund's shareholders.
Portfolio Turnover Policy:
The Fund does not propose to purchase securities for short term trading in the
ordinary course of operations. However, there may be times when the management
deems it advisable to substantially alter the composition of the portfolio
when the Fund Advisor believes market valuation are higher than normal. In
this event, the portfolio turnover rate might be substantially high. The
portfolio turnover rate of the Fund for 1999 was 47%.
Non Diversification Policy:
The Fund is classified as being non-diversified which means that it may invest
a relatively high percentage of its assets in the obligations of a limited
number of issues. The Fund, therefore, may be more susceptible than a more
widely diversified fund to any single economic, political, or regulatory
occurrence.
DIRECTORS AND OFFICERS OF THE CORPORATION
As a Maryland corporation, the business and affairs of the Corporation are
managed by its board of directors. The name, address, principal occupation
during the part five years, and other information with respect to each of the
directors and officers of the Fund are as follows:
Pravin (P. D.) Patel Age 55
1005 Old Field Drive
Brandon, FL 33511
(A NON-INTERESTED DIRECTOR OF THE FUND)
Mr. Patel holds a Bachelor's degree in Mechanical Engineering, a
Master's degree in Mechanical Engineering, and also a Master's degree in
Business Administration. He is an Administrator of Forest Hills Health Care,
Inc. and has served in this capacity since February 1991 to present. He also
serves as the Secretary of the Forest Hills Health Care, Inc. Mr. Patel
serves on the Executive Committee and Advisory Board of the local community
associations.
Dr. Thomas L. Wheelen Age 64
6215 Soaring Avenue
Tampa, FL
(A NON-INTERESTED DIRECTOR OF THE FUND)
Dr. Thomas L. Wheelen holds a Doctorate in Business Administration,
Master degree in Business Administration, and Bachelor's degree in Business.
Dr. Wheelen is a Professor in Strategic Management and author (1983-1999) and
former Ralph A. Beeton of Free Enterprise at McIntire School at the University
of Virginia.
Hitesh (John) P. Adhia* Age 35
5102 Longboat Blvd E
Tampa, FL 33615
(PRESIDENT, TREASURER, AND A DIRECTOR OF THE FUND)
Mr. Adhia holds a Bachelor's degree in Business Administration and a
Masters degree in Accounting. Mr. Adhia is President and Chief Executive
Officer of Adhia Investment Advisors, Inc. Mr. Adhia is also a Certified
Public Accountant with professional practice in Tampa, Florida. Mr. Adhia
was working as a Financial and Investment Accountant for Florida Farm Bureau
Insurance Companies for the period of 1991 to 1996.
Anil D. Amlani* Age 25
300 Homepark Avenue, NW,
Apt # 208
Atlanta, GA 30318
(SECRETARY AND A DIRECTOR OF THE FUND)
Mr. Amlani has a Bachelors in Chemical Engineering from the University
of South Florida. He worked as a plant engineer for a Paper making Company
until August 1999 and is currently attending Georgia Institute of Technology
as a graduate student in Chemical Engineering.
The Corporation was organized on January 27, 1998. The table below
set forth the compensation anticipated to be paid by the Corporation to each
of the Directors of the Corporation during the fiscal year ending December 31,
2000;
* denotes interested Director.
<TABLE>
COMPENSATION TABLE
<CAPTION>
Name of Person Aggregate Compensation Pension or Retirement Estimated Annual Total Compensation from
From Fund Benefits Accrued Benefits upon Fund and Fund Complex
Part of Fund Expenses Retirement Paid to Directors
- -------------------- ---------------------- ---------------------- ------- -------------------------
<S> <C> <C> <C> <C>
Pravin Patel, 600 0 0 600
Dr. Thomas L. Wheelen 600 0 0 600
Hitesh P. Adhia 0 0 0 0
Anil D. Amlani 0 0 0 0
</TABLE>
PRINCIPAL SHAREHOLDERS
Set forth below are the names and addresses of all holders of the Fund's
Common Stock who as of February 29, 2000 owned of record or beneficially owned
more than 5% of the then outstanding shares of the Fund's Common Stock as well
as the number of shares of the Fund's Common Stock beneficially owned by
Hitesh P. Adhia and all officers and directors of the Fund as a group.
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership Number of Shares Owned
- -------------------- --------------------------- ------------------------
<S> <C> <C> <C>
Hitesh P. Adhia 19.68% 7,636.11
5102 Longboat Blvd
Tampa, FL 33615
Pradip C. Patel 48.43% 18,789.86
3107 Mossvale Lane
Tampa, FL 33618
Pravin D. Patel 7.03% 2,727.14
1006 Old field Drive
Brandon, FL 33511
Ashok Ponda 6.04% 2,343.71
14110 Gulf Blvd # 501
Maderia Beach, FL 33708
Officers & Directors as 26.71% 10,363.25
A group (4 persons)
</TABLE>
No person is deemed to "control," as that term is defined in the Act, the Fund
and the Corporation. The Corporation does not control any person.
INVESTMENT ADVISOR AND ADMINISTRATOR
The Adhia Investment Advisors, Inc. (the "Advisor") is a Florida corporation
that acts as an Investment Advisor to the Fund. Mr. Hitesh (John) P. Adhia is
the sole owner, director and officer of the Investment Advisor and is also the
president of the Fund. Mr. Adhia has previously worked as a stockbroker.
However, neither Adhia Investment Advisors, Inc. nor its owner Hitesh (John)
P. Adhia has any prior experience in advising mutual funds.
The Fund has a management and advisory contract with the Adhia Investment
Advisors, Inc. Under the Agreement, the Adhia Investment Advisors, Inc. will
furnish investment advice to the Fund on the basis of a continuous review of
the portfolio and recommend to the Fund when and to what extent securities
should be purchased or disposed of.
The Advisory Agreement may be terminated at any time, without the
payment of any penalty, by the Board of Directors or by vote of a majority of
the outstanding voting securities of the Fund on not more than 60 days' written
notice to the Adhia Investment Advisors, Inc. Ultimate decisions as to the
investment policies are made by the Fund's officers and directors. For
investment advisor's services the Fund has agreed to pay to Adhia Investment
Advisors, Inc. a fee of 1% per year on the net assets of the Fund. All fees
are computed on the average daily closing net asset value of the Fund and are
payable monthly. The fee is higher than the fee paid by most other funds
because of the expected smaller size of the Fund.
The Advisor has undertaken to reimburse the Fund to the extent that the
aggregate annual operating expenses, including the investment advisory fee
and the administration fee but excluding interest, taxes, brokerage commissions
and extraordinary items, exceed that percentage of the daily net assets of the
Fund for such year, as determined by valuations made as of the close of each
business day of the year, which is the most restrictive percentage provided
by the state laws of the various states in which it shares are qualified for
sale or, if the states in which its shares are qualified for sale impose no
such restrictions, 2.75%. As of the date of this Statement of Additional
Information the percentage applicable to the Fund is 2-1/2% on the first
$30,000,000 of its daily net assets, 2% on the next $70,000,000 of its daily
net assets and 1-1/2% on daily net assets in excess of $100,000,000.
The Fund monitors its expense ratio on a monthly basis. If the accrued amount
of the expenses of the Fund exceeds the expense limitation, the Fund creates
an account receivable from the Advisor for the amount of such excess. In
such a situation the monthly payment of the Advisor's fee will be reduced
by the amount of such excess, subject to adjustment month by month during the
balance of the Fund's fiscal year if accrued expenses thereafter fall below
this limit.
The Advisor is also the administrator to the Fund. Pursuant to an
administration agreement (the "Administration Agreement") between the Fund
and the Advisor, the Advisor supervises all aspects of the Fund's operations
except those performed by it as investment advisor. In connection with such
supervision the Advisor prepares and maintains the books, accounts and other
documents required by the Investment Company Act of 1940 (the "Act"),
calculates the Fund's net asset value, responds to shareholder inquiries,
prepares the Fund's financial statements and tax returns, prepares reports
and filings with the Securities and Exchange Commission and with state Blue
Sky authorities, furnishes statistical and research data, clerical, accounting
and bookkeeping services and stationery and office supplies, keeps and
maintains the Fund's financial accounts and records and generally assists
in all respects of the Fund's operations. For the foregoing, the Advisor
receives a monthly fee of 1/12 of .1% (.1% per annum) of the first $30,000,000
of daily net assets of the Fund, and 1/12 of .05%(.05% per annum) of daily net
assets of the Fund over $30,000,000. The Fund pays all of its expenses not
assumed by the Advisor pursuant to the Advisory Agreement or the Administration
Agreement described below including, but not limited to, the professional costs
of preparing and the cost of printing its registration statements required
under the Securities Act of 1933 and the Investment Company Act of 1940
and any amendments thereto, the expense of registering its shares with the
Securities and Exchange Commission and in the various states, the printing
and distribution cost of prospectuses mailed to existing shareholders,
director and officer liability insurance, reports to shareholders, reports
to government authorities and proxy statements, interest charges,
brokerage commissions and expenses in connection with portfolio
transactions. The Fund also pays the fees of directors who are not
interested persons of the Advisor or officers or employees of the Fund,
salaries of administrative and clerical personnel, association membership
dues, auditing and accounting services, fees and expenses of any custodian
or trustees having custody of Fund assets, expenses of repurchasing and
redeeming shares, printing and mailing expenses, charges and expenses of
dividend disbursing agents, registrars and stock transfer agents,
including the cost of keeping all necessary shareholder records and
accounts and handling any problems related thereto.
The Advisory Agreement will remain in effect as long as its continuance is
specifically approved at least annually, by (i) the Board of Directors of the
Corporation, or by the vote of a majority (as defined in the Act) of the
outstanding shares of the Fund, and (ii) by the vote of a majority of the
directors of the Corporation who are not parties to the Advisory Agreement or
interested persons of the Advisor, cast in person at a meeting called for the
purpose of voting on such approval. The Administration Agreement will remain
in effect as long as its continuance is specifically approved at least
annually by the Board of Directors of the Corporation. Both the Advisory
Agreement and the Administration Agreement provide that they may be terminated
at any time without the payment of any penalty, by the Board of Directors of
the Corporation or by vote of a majority of the Fund's stockholders, on sixty
days' written notice to the Advisor, and by the Advisor on the same notice to
the Corporation and that they shall be automatically terminated if they are
assigned.
The Advisory Agreement and the Administration Agreement provide that
the Advisor shall not be liable to the Fund or its stockholders for anything
other than willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations or duties. The Advisory Agreement and the
Administration Agreement also provide that the Advisor and its officers,
directors and employees may engage in other businesses, devote time and
attention to any other business whether or a similar or dissimilar nature,
and render services to others.
DETERMINATION OF NET ASSET VALUE AND PERFORMANCE
The Net Asset Value" the net asset value of the Fund will be determined as of
the close of regular trading (4:00 P.M. Eastern Time) on each day the New York
Stock Exchange is open for trading. The New York Stock Exchange is open for
trading Monday through Friday except New Year's Day, Washington's Birthday,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. Additionally, if any of the aforementioned holidays falls on
a Saturday, the New York Stock Exchange will not be open for trading on the
preceding Friday and when any such holiday falls on a Sunday, the New York
Stock Exchange will not be open for trading on the succeeding Monday, unless
unusual business conditions exist, such as the ending of a monthly or the
yearly accounting period.
The price is determined by dividing the value of its securities, plus any cash
and other assets less all liabilities, excluding capital surplus, by the
number of shares outstanding. The market value of securities listed on a
national exchange is determined to be the last recent sale price on such
exchange. Listed securities that have not recently traded and over-the-counter
securities are valued at the last bid price in such market.
Short term paper (debt obligations that mature in less than 61 days) are valued
at amortized cost which approximates market value. Other assets are valued at
fair value as determined in good faith by the Board of Directors.
Any total rate of return quotation for the Fund will be for a period of
three or more months and will assume the reinvestment of all dividends and
capital gains distributions which were made by the Fund during that period.
Any period total rate of return quotation of the Fund will be calculated by
dividing the net change in value of a hypothetical shareholder account
established by an initial payment is $10,000 at the beginning of the period by
10,000. The net change in the value of a shareholder account is determined by
subtracting $10,000 from the product obtained by multiplying the net asset
value per share at the end of the period by the sum obtained by adding (A)
the number of shares purchased at the beginning of the period plus (B) the
number of shares purchased during the period with reinvested dividends and
distributions. Any average annual compounded total rate of return quotation
of the Fund will be calculated by dividing the redeemable value at the end of
the period (i.e., the product referred to in the preceding sentence) by
$10,000. A root equal to the period, measured in years, in question is then
determined and 1 is subtracted from such root to determine the average annual
compounded total rate of return.
The foregoing computation may also be expressed by the following formula:
n
P(1 + T) = ERV
P = a hypothetical initial payment of $10,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical
$10,000 payment made at the beginning of the
stated periods at the end of the stated
periods
The Fund's average annual compounded returns for the one-year period
ended December 31, 1999 for the period from the Fund's commencement of
operations (January 01, 1999) respectively.
The results below show the value of an assumed initial investment of
$10,000 made on January 1, 1999 through December 31, 1999, assuming the
reinvestment of all dividends and distributions.
Value of Cumulative
December 31 $10,000 Investment % Change
----------- ------------------ ----------
1999 12,992 +29.92
The foregoing performance results are based on historical earnings and
should not be considered as representative of the performance of the Fund in
the future. An investment in the Fund will fluctuate in value and at redemption
its value may be more or less than the initial investment. The Fund may
compare its performance to other mutual funds with similar investment
objectives and to the industry as a whole, as reported by Lipper Analytical
Services, Inc., Money, Forbes, Business Week and Barron's magazines and
The Wall Street Journal. (Lipper Analytical Services, Inc. is an independent
service that ranks over 1,000 mutual funds based upon total return
performance.) The Fund may also compare its performance to the Dow Jones
Industrial Average, Nasdaq Composite Index, Nasdaq Industrials Index, Value
Line Composite Index, the Standard & Poor's 500 Stock Index, Russell 2000
Index, and the Consumer Price Index. Such comparisons may be made in
advertisements, shareholder reports or other communications to shareholders.
DISTRIBUTION OF SHARES
The Fund acts as its own distributor. The Fund does not pay any
broker commission on 12b(1) rebate to any parties.
RETIREMENT PLANS
The Fund offers the following retirement plans that may be funded with
purchases of shares of the Fund and may allow investors to reduce their
income taxes:
Individual Retirement Accounts
Individual shareholders may establish their own Individual Retirement
Account ("IRA"). The Fund currently offers a Traditional IRA, a Roth IRA and
an Education IRA, that can be adopted by executing the appropriate Internal
Revenue Service ("IRS") Form.
Traditional IRA. In a Traditional IRA, amounts contributed to the IRA
may be tax deductible at the time of contribution depending on whether the
shareholder is an "active participant" in an employer-sponsored retirement
plan and the shareholder's income. Distributions from a Traditional IRA will
be taxed at distribution except to the extent that the distribution
represents a return of the shareholder's own contributions for which the
shareholder did not claim (or was not eligible to claim) a deduction.
Distributions prior to age 59-1/2 may be subject to an additional 10% tax
applicable to certain premature distributions. Distributions must commence by
April 1 following the calendar year in which the shareholder attains age
70-l/2. Failure to begin distributions by this date (or distributions that do
not equal certain minimum thresholds) may result in adverse tax consequences.
Roth IRA. In a Roth IRA, amounts contributed to the IRA are taxed at the time
of contribution, but distributions from the IRA are not subject to tax if the
shareholder has held the IRA for certain minimum periods of time (generally,
until age 59-1/2). Shareholders whose incomes exceed certain limits are
ineligible to contribute to a Roth IRA. Distributions that do not satisfy
the requirements for tax-free withdrawal are subject to income taxes (and
possibly penalty taxes) to the extent that the distribution exceeds the
shareholder's contributions to the IRA. The minimum distribution rules
applicable to Traditional IRAs do not apply during the lifetime of the
shareholder. Following the death of the shareholder, certain minimum
distribution rules apply.
For Traditional and Roth IRAs, the maximum annual contribution generally is
equal to the lesser of $2,000 or 100% of the shareholder's compensation
(earned income). An individual may also contribute to a Traditional IRA or Roth
IRA on behalf of his or her spouse provided that the individual has sufficient
compensation (earned income). Contributions to a Traditional IRA reduce the
allowable contribution under a Roth IRA, and contributions to a Roth IRA
reduce the allowable contribution to a Traditional IRA.
Education IRA. In an Education IRA, contributions are made to an IRA
maintained on behalf of a beneficiary under age 18. The maximum annual
contribution is $500 per beneficiary. The contributions are not tax deductible
when made. However, if amounts are used for certain educational purposes,
neither the contributor nor the beneficiary of the IRA are taxed upon
distribution. The beneficiary is subject to income (and possibly penalty
taxes) on amounts withdrawn from an Education IRA that are not used for
qualified educational purposes. Shareholders whose income exceeds certain
limits are ineligible to contribute to an Education IRA.
Under current IRS regulations, an IRA applicant must be furnished a disclosure
statement containing information specified by the IRS. The applicant generally
has the right to revoke his account within seven days after receiving the
disclosure statement and obtain a full refund of his contributions. The
custodian may, in its discretion, hold the initial contribution uninvested
until the expiration of the seven-day revocation period. The custodian does
not anticipate that it will exercise its discretion but reserves the right to
do so.
Simplified Employee Pension Plan
A Traditional IRA may also be used in conjunction with a Simplified Employee
Pension Plan ("SEP-IRA"). A SEP-IRA is established through execution of Form
5305-SEP together with a Traditional IRA established for each eligible
employee. Generally, a SEP-IRA allows an employer (including a self-employed
individual) to purchase shares with tax deductible contributions, not exceeding
annually for any one participant, 15% of compensation (disregarding for this
purpose compensation in excess of $170,000 per year). The $170,000 compensation
limit applies for 2000 and is adjusted periodically for cost of living
increases. A number of special rules apply to SEP Plans, including a
requirement that contributions generally be made on behalf of all employees of
the employer (including for this purpose a sole proprietorship or partnership)
who satisfy certain minimum participation requirements.
SIMPLE IRA
An IRA may also be used in connection with a SIMPLE Plan established by the
shareholder's employer (or by a self-employed individual). When this is done,
the IRA is known as a SIMPLE IRA, although it is similar to a Traditional
IRA with the exceptions described below. Under a SIMPLE Plan, the shareholder
may elect to have his or her employer make salary reduction contributions of
up to $6,000 per year to the SIMPLE IRA. The $6,000 limit applies for 2000 and
is adjusted periodically for cost of living increases. In addition, the
employer will contribute certain amounts to the shareholder's SIMPLE IRA,
either as a matching contribution to those participants who make salary
reduction contributions or as a non-elective contribution to all eligible
participants whether or not making salary reduction contributions. A number of
special rules apply to SIMPLE Plans, including (1) a SIMPLE Plan generally is
available only to employers with fewer than 100 employees; (2) contributions
must be made on behalf of all employees of the employer (other than bargaining
unit employees) who satisfy certain minimum participation requirements; (3)
contributions are made to a special SIMPLE IRA that is separate and apart from
the other IRAs of employees; (4) the distribution excise tax (if otherwise
applicable) is increased to 25% on withdrawals during the first two years of
participation in a SIMPLE IRA; and (5) amounts withdrawn during the first two
years of participation may be rolled over tax-free only into another SIMPLE
IRA (and not to a Traditional IRA or to a Roth IRA). A SIMPLE IRA is
established by executing Form 5304-SIMPLE together with an IRA established for
each eligible employee.
Retirement Plan Fees
Unified Management Corporation, Indianapolis, Indiana, serves as trustee or
custodian of the retirement plans. Unified Management Corporation invests all
cash contributions, dividends and capital gains distributions in shares of the
Fund. For such services, Unified Management Corporation charges $15.00 annual
maintenance fee per participants IRA type account. The fee schedule of Unified
Management Corporation, may be changed upon written notice.
Requests for information and forms concerning the retirement plans should be
directed to the Corporation. Because a retirement program may involve
commitments covering future years, it is important that the investment
objective of the Fund be consistent with the participant's retirement
objectives. Premature withdrawal from a retirement plan will result in adverse
tax consequences. Consultation with a competent financial and tax adviser
regarding the retirement plans is recommended.
AUTOMATIC INVESTMENT PLAN
Shareholders wishing to invest fixed dollar amounts in the Fund monthly or
quarterly can make automatic purchases in amounts of $100 or more on any day
they choose by using the Corporation's Automatic Investment Plan. If such day
is a weekend or holiday, such purchase shall be made on the next business day.
There is no service fee for participating in this Plan. To use this service,
the shareholder must authorize the transfer of funds from their checking
account or savings account by completing the Automatic Investment Plan
application included as part of the share purchase application. Additional
application forms may be obtained by calling the Corporation's office at
(800) 627-8172. The Automatic Investment Plan must be implemented with a
financial institution that is a member of the Automated Clearing House. The
Corporation reserves the right to suspend, modify or terminate the Automatic
Investment Plan without notice.
The Automatic Investment Plan is designed to be a method to implement dollar
cost averaging. Dollar cost averaging is an investment approach providing
for the investment of a specific dollar amount on a regular basis thereby
precluding emotions dictating investment decisions. Dollar cost averaging
does not insure a profit nor protect against a loss.
REDEMPTION OF SHARES
The right to redeem shares of the Fund will be suspended for any period
during which the New York Stock Exchange is closed because of financial
conditions or any other extraordinary reason and may be suspended for any
period during which (a) trading on the New York Stock Exchange is restricted
pursuant to rules and regulations of the Securities and Exchange Commission,
(b) the Securities and Exchange commission has by order permitted such
suspension, or (c) an emergency, as defined by rules and regulations of the
Securities and Exchange Commission, exists as a result of which it is not
reasonably practicable for the Fund to dispose of its securities or fairly to
determine the value of its net assets.
ALLOCATION OF PORTFOLIO BROKERAGE
Decisions to buy and sell securities for the Fund are made by the
Advisor subject to review by the Corporation's Board of Directors. In placing
purchase and sale orders for portfolio securities for the Fund, it is the
policy of the Advisor to seek the best execution of orders at the most
favorable price in light of the overall quality of brokerage and research
services provided, as described in this and the following paragraph. In
selecting brokers to effect portfolio transactions, the determination of what
is expected to result in best execution at the most favorable price involves
a number of largely judgmental considerations. Among these are the Advisor's
evaluation of the broker's efficiency in executing and clearing transactions,
block trading capability (including the broker's willingness to position
securities and the broker's financial strength and stability). The most
favorable price to the Fund means the best net price without regard to the
mix between purchase or sale price and commission, if any. Over-the-counter
securities are generally purchased and sold directly with principal market
makers who retain the difference in their cost in the security and its selling
price. In some instances, the Advisor feels that better prices are available
from non-principal market makers who are paid commissions directly. The Fund
may place portfolio orders with broker-dealers who recommend the purchase of
Fund shares to clients if the Advisor believes the commissions and transaction
quality are comparable to that available from other brokers and may allocate
portfolio brokerage on that basis.
In allocating brokerage business for the Fund, the Advisor also takes
into consideration the research, analytical, statistical and other information
and services provided by the broker, such as general economic reports and
information, reports or analyses of particular companies or industry groups,
market timing and technical information, and the availability of the brokerage
firm's analysts for consultation. While the Advisor believes these services
have substantial value, they are considered supplemental to the Advisor's own
efforts in the performance of its duties under the Advisory Agreement. Other
clients of the Advisor may indirectly benefit from the availability of these
services to the Advisor, and the Fund may indirectly benefit from services
available to the Advisor as a result of transactions for other clients. The
Advisory Agreement provides that the Advisor may cause the Fund to pay a
broker which provides brokerage and research services to the Advisor a
commission for effecting a securities transaction in excess of the amount
another broker would have charged for effecting the transaction, if the
Advisor determines in good faith that such amount of commission is reasonable
in relation to the value of brokerage and research services provided by the
executing broker viewed in terms of either the particular transaction or the
Advisor's overall responsibilities with respect to the Fund and the other
accounts as to which it exercises investment discretion. During fiscal year
ended December 31, 1999, the Fund paid brokerage commission of $673 to
Fidelity Brokerage Services, Inc.
CUSTODIAN
The Fund acts as its own custodian.
TRANSFER AGENT
Unified Fund Services, Inc, 431 N. Pennsylvania Street, Indianapolis,
IN 46204, acts as the Fund's transfer agent and dividend disbursing agent.
TAXES
The Fund intends to qualify annually for and elect tax treatment applicable to
a regulated investment company under Subchapter M of the Code. If the Fund
fails to qualify as a regulated investment company under Subchapter M in any
fiscal year, it will be treated as a corporation for federal income tax
purposes. As such the Fund would be required to pay income taxes on its net
investment income and net realized capital gains, if any, at the rates
generally applicable to corporations. Shareholders of the Fund would not be
liable for income tax on the Fund's net investment income or net realized
capital gains in their individual capacities. Distributions to shareholders,
whether from the Fund's net investment income or net realized capital gains,
would be treated as taxable dividends to the extent of current or accumulated
earnings and profits of the Fund.
The Fund intends to distribute substantially all of its net investment income
and net capital gain each fiscal year. Dividends from net investment income
and short-term capital gains are taxable to investors as ordinary income,
while distributions of net long-term capital gains are taxable as long-term
capital gain regardless of the shareholder's holding period for the shares.
Distributions from the Fund are taxable to investors, whether received in cash
or in additional shares of the Fund. A portion of the Fund's income
distributions may be eligible for the 70% dividends-received deduction for
domestic corporate shareholders.
Any dividend or capital gain distribution paid shortly after a purchase of
shares of the Fund, will have the effect of reducing the per share net asset
value of such shares by the amount of the dividend or distribution.
Furthermore, if the net asset value of the shares of the Fund immediately
after a dividend or distribution is less than the cost of such shares to the
shareholder, the dividend or distribution will be taxable to the shareholder
even though it results in a return of capital to him.
The redemption of shares will generally result in a capital gain or loss for
income tax purposes. Such capital gain or loss will be long term or short
term, depending upon the holding period. However, if a loss is realized on
shares held for six months or less, and the investor received a capital gain
distribution during that period, then such loss is treated as a long-term
capital loss to the extent of the capital gain distribution received.
The Fund may be required to withhold Federal income tax at a rate of 31%
("backup withholding") from dividend payments and redemption proceeds if a
shareholder fails to furnish the Fund with his social security or other tax
identification number and certify under penalty of perjury that such number is
correct and that he is not subject to backup withholding due to the under
reporting of income. The certification form is included as part of the share
purchase application and should be completed when the account is opened.
This section is not intended to be a complete discussion of present or
proposed federal income tax laws and the effect of such laws on an investor.
Investors are urged to consult with their respective tax advisers for a
complete review of the tax ramifications of an investment in the Fund.
SHAREHOLDER MEETINGS
The Maryland Business Corporation Law permits registered investment
companies, such as the Fund, to operate without an annual meeting of
stockholders under specified circumstances if an annual meeting is not
required by the Act. The Corporation has adopted the appropriate provisions
in its bylaws and may, at its discretion, not hold an annual meeting in any
year in which the election of directors is not required to be acted upon by
the stockholders under the Act.
The Corporation's bylaws also contain procedures for the removal of
directors by its stockholders. At any meeting of stockholders, duly called
and at which a quorum is present, the stockholders may, by the affirmative
vote of the holders of a majority of the votes entitled to be cast thereon,
remove any director or directors from office and may elect a successor or
successors to fill any resulting vacancies for the unexpired terms of removed
directors.
Upon the written request of the holders of shares entitled to not less
than ten percent (10%) of all the votes entitled to be cast at such meeting,
the Secretary of the Corporation shall promptly call a special meeting of
stockholders for the purpose of voting upon the question of removal of any
director. Whenever ten or more stockholders of record who have been such for
at least six months preceding the date of application, and who hold in the
aggregate either shares having a net asset value of at least $25,000 or at
least one percent (1%) of the total outstanding shares, whichever is less,
shall apply to the Corporation's Secretary in writing, stating that they wish
to communicate with other stockholders with a view to obtaining signatures to
a request for a meeting as described above and accompanied by a form of
communication and request which they wish to transmit, the Secretary shall
within five business days after such application either: (1) afford to such
applicants access to a list of the names on the books of the Corporation; or
(2) inform such applicants as to the approximate number of stockholders of
record and the approximate cost of ailing to them the proposed communication
and form of request.
If the Secretary elects to follow the course specified in clause (2)
of the last sentence of the preceding paragraph, the Secretary, upon the
written request of such applicants, accompanied by a tender of the material
to be mailed and of the reasonable expenses of mailing, shall, with reasonable
promptness, mail such material to all stockholders of record at their
addresses as recorded on the books unless within five business days after
such tender the Secretary shall mail to such applicants and file with the
Securities and Exchange Commission, together with a copy of the material to be
mailed, a written statement signed by at least a majority of the Board of
Directors to the effect that in their opinion either such material contains
untrue statements of factor omits to state facts necessary to make the
statements contained therein not misleading, or would be in violation of
applicable law, and specifying the basis of such opinion.
After opportunity for hearing upon the objections specified in the
written statement so file, the Securities and Exchange Commission may, and if
demanded by the Board of Directors or by such applicants shall, enter an order
either sustaining one or more of such objections or refusing to sustain any of
them. If the Securities and Exchange Commission shall enter an order refusing
to sustain any of such objections, or if, after the entry of an order
sustaining one or more of such objections, the Securities and Exchange
Commission shall find, after notice and opportunity for hearing, that all
objections so sustained have been met, and shall enter an order so declaring,
the Secretary shall mail copies of such material to all stockholders with
reasonable promptness after the entry of such order and the renewal of such
tender.
CAPITAL STRUCTURE
The Corporation's Articles of Incorporation permit the Board of
Directors to issue 500,000,000 shares of common stock. The Board of Directors
has the power to designate one or more classes ("series") of shares of common
stock and to classify or reclassify any unissued shares with respect to such
series. Currently the shares of the Fund are the only class of shares being
offered by the Corporation. Shareholders are entitled: (i) to one vote per full
share; (ii) to such distributions as may be declared by the Corporation's Board
of Directors out of funds legally available; and (iii) upon liquidation, to
participate ratably in the assets available for distribution. There are no
conversion or sinking fund provisions applicable to the shares, and the holders
have no preemptive rights and may not cumulate their votes in the election of
directors. Consequently the holders of more than 50% of the shares of the Fund
voting for the election of directors can elect the entire Board of Directors
and in such event the holders of the remaining shares voting for the election
of directors will not be able to elect any person or persons to the Board of
Directors.
The shares are redeemable and are transferable. All shares issued and sold by
the Fund will be fully paid and nonassessable. Fractional shares entitle
the holder to the same rights as whole shares. The Fund will not issue
certificates evidencing shares. Instead the shareholder's account will be
credited with the number of shares purchased, relieving shareholders of
responsibility for safekeeping of certificates and the need to deliver them
upon redemption. Written confirmations are issued for all purchases of shares.
DESCRIPTION OF SECURITIES RATINGS
As set forth in the Corporation's Prospectus, the Fund may invest in
commercial paper and commercial paper master notes assigned ratings of either
Standard & Poor's Corporation ("Standard & Poor's") or Moody's Investors
Service, Inc. ("Moody's"). A brief description of the ratings symbols and
their meanings follows:
Standard & Poor's Commercial Paper Ratings. A Standard & Poor's
commercial paper rating is a current assessment of the likelihood of timely
payment of debt considered short-term in the relevant market. Ratings are
graded into several categories, ranging from A-1 for the highest quality
obligations to D for the lowest. The categories rated A-3 or higher are as
follows:
A-1. This highest category indicates that the degree of safety
regarding timely payment is strong. Those issuers determined to possess
extremely strong safety characteristics are denoted with a plus sign (+)
designation.
A-2. Capacity for timely payment on issues with this designation is
satisfactory. However the relative degree of safety is not as high as for
issuers designed "A-1."
A-3. Issues carrying this designation have adequate capacity for
timely payment. They are, however, more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher designation.
Moody's Short-term Debt Ratings. Moody's short-term debt ratings are opinions
of the ability of issuers to repay punctually senior debt obligations
which have an original maturity not exceeding one year. Obligations relying
upon support mechanisms such as letters-of-credit and bonds of indemnity are
excluded unless explicitly rated.
Moody's employs the following three designations, all judged to be
investment grade, to indicate the relative repayment ability of rated
issuers:
Prime-1. Issuers rated Prime-1 (or supporting institutions) have a
superior ability for repayment of senior short-term debt obligations. Prime-1
repayment ability will often be evidenced by many of the following
characteristics:
- Leading market positions in well-established industries.
- High rates of return on funds employed.
- Conservative capitalization structure with moderate reliance on
debt and ample asset protection.
- Broad margins in earnings coverage of fixed financial charges
and high internal cash generation.
- Well-established access to a range of financial markets and
assured sources of alternate liquidity.
Prime-2. Issuers rated Prime-2 (or supporting institutions) have a
strong ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound, may be more
subjection variation. Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample alternate liquidity is
maintained.
Prime-3. Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term obligations. The effect
of industry characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in the level
of debt protection measurements and may require relatively high financial
leverage. Adequate alternate liquidity is maintained.
INDEPENDENT ACCOUNTANTS
Alan K. Geer, PA, Certified Public Accountant, 7401 D Temple Terrace Hwy.,
Tampa, FL 33637 has served as the independent accountants for the Fund. As
such Alan K. Geer, PA performs an audit of the Fund's financial statements and
considers the Fund's internal control.
PART C
OTHER INFORMATION
Item 23. Exhibits
--------
(a) Registrant's Articles of Incorporation. (1)
(b) Registrant's Bylaws. (1)
(c) None
(d) Investment Advisory Agreement with Adhia Investment Advisors,
Inc. (1)
(e) None
(f) None
(g) None
(h) (i) Fund Administration Servicing Agreement with Adhia Investment
Advisors, Inc. (1)
(h) (ii) Transfer Agent Agreement with Unified Fund Services, Inc.
(i) Opinion of Nilesh M. Patel, Esq., counsel for Registrant.
(j) Consent of Alan K. Geer, PA.
(k) None.
(l) Subscription Agreement. (1)
(m) None
(n) None.
- ----------------
(1) Previously filed as an exhibit to Pre-Effective Amendment No. 4 to
Registrant's Registration Statement on Form N-1A and incorporated by
reference thereto. Pre-Effective Amendment No. 4 was filed on December 8,
1998 and its accession number is 0001058372-98-000025.
Item 24. Persons Controlled by or under Common Control with Registrant
Registrant neither controls any person nor is any person under common
control with Registrant.
Item 25. Indemnification
Pursuant to the authority of the Maryland General Corporation
Law, particularly Section 2-418 thereof, Registrant's Board of Directors has
adopted the following bylaw which is in full force and effect and has not been
modified or canceled:
Article VII
GENERAL PROVISIONS
Section 7. Indemnification.
A. The Corporation shall indemnify all of its corporate
representatives against expenses, including attorneys fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by them in
connection with the defense of any action, suit or proceeding, or threat or
claim of such action, suit or proceeding, whether civil, criminal,
administrative, or legislative, no matter by whom brought, or in any appeal
in which they or any of them are made parties or a party by reason of being or
having been a corporate representative, if the corporate representative acted
in good faith and in a manner reasonably believed to be in or not opposed to
the best interests of the corporation and with respect to any criminal
proceeding, if he had no reasonable cause to believe his conduct was unlawful
provided that the corporation shall not indemnify corporate representatives
in relation to matters as to which any such corporate representative shall be
adjudged in such action, suit or proceeding to be liable for gross negligence,
willful misfeasance, bad faith, reckless disregard of the duties and
obligations involved in the conduct of his office, or when indemnification
is otherwise not permitted by the Maryland General Corporation Law.
B. In the absence of an adjudication which expressly absolves the
corporate representative, or in the event of a settlement, each corporate
representative shall be indemnified hereunder only if there has been a
reasonable determination based on a review of the facts that indemnification
of the corporate representative is proper because he has met the applicable
standard of conduct set forth in paragraph A. Such determination shall be made:
(i) by the board of directors, by a majority vote of a quorum which consists
of directors who were not parties to the action, suit or proceeding, or if
such a quorum cannot be obtained, then by a majority vote of a committee of
the board consisting solely of two or more directors, not, at the time,
parties to the action, suit or proceeding and who were duly designated to act
in the matter by the full board in which the designated directors who are
parties to the action, suit or proceeding may participate; or (ii) by special
legal counsel selected by the board of directors or a committee of the board
by vote as set forth in (i) of this paragraph, or, if the requisite quorum of
the full board cannot be obtained therefor and the committee cannot be
established, by a majority vote of the full board in which directors who are
parties to the action, suit or proceeding may participate.
C. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contender or its
equivalent, shall create a rebuttable presumption that the person was guilty
of willful misfeasance, bad faith, gross negligence or reckless disregard to
the duties and obligations involved in the conduct of his or her office, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
D. Expenses, including attorneys' fees, incurred in the preparation
of and/or presentation of the defense of a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding as authorized in the manner provided in
Section 2-418(F) of the Maryland General Corporation Law upon receipt of:
(i) an undertaking by or on behalf of the corporate representative to repay
such amount unless it shall ultimately be determined that he or she is
entitled to be indemnified by the corporation as authorized in this bylaw;
and (ii) a written affirmation by the corporate representative of the
corporate representative's good faith belief that the standard of conduct
necessary for indemnification by the corporation has been met.
E. The indemnification provided by this bylaw shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
these bylaws, any agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person subject to the limitations imposed from time to time by the Investment
Company Act of 1940, as amended.
F. This corporation shall have power to purchase and maintain
insurance on behalf of any corporate representative against any liability
asserted against him or her and incurred by him or her in such capacity or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liability under this bylaw
provided that no insurance may be purchased or maintained to protect any
corporate representative against liability for gross negligence, willful
misfeasance, bad faith or reckless disregard of the duties and obligations
involved in the conduct of his or her office.
G. "Corporate Representative" means an individual who is or was a
director, officer, agent or employee of the corporation or who serves or
served another corporation, partnership, joint venture, trust or other
enterprise in one of these capacities at the request of the corporation and
who, by reason of his or her position, is, was, or is threatened to be made, a
party to a proceeding described herein.
Insofar as indemnification for and with respect to liabilities
arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of Registrant pursuant to the foregoing
provisions or otherwise, 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 Registrant of expenses incurred or paid by a director, officer or
controlling person or Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, 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 of
whether such indemnification 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
Incorporated by reference to pages 11 through 12 of the Statement of Additional
Information pursuant to Rule 411 under the Securities Act of 1933.
Item 27. Principal Underwriters
Not Applicable.
Item 28. Location of Accounts and Records
The accounts, books and other documents required to be maintained
by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940
and the rules promulgated thereunder are in the physical possession of
Registrant's Treasurer, Hitesh (John) P. Adhia, at Registrant's corporate
offices, 1311 N. Westshore Blvd., Suite 110, Tampa, FL, 33607.
Item 29. Management Services
All management-related service contracts entered into by
Registrant are discussed in Parts A and B of this Registration Statement.
Item 30. Undertakings
Registrant undertakes to provide its Annual Report to
shareholders upon request without charge to any recipient of a Prospectus.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tampa and State of Florida on the
29th day of March, 2000.
ADHIA FUNDS, INC..
(Registrant)
By: /s/ Hitesh P. Adhia
Hitesh (John) P. Adhia, President
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 date(s) indicated.
Name Title Date
/s/Hitesh P. Adhia (Principal Executive, March 29, 2000
Hitesh (John) P. Adhia Financial and Accounting
Officer) and a Director
/s/Pravin D. Patel Director March 29, 2000
Pravin (P. D.) Patel
/s/Anil D. Amlani Secretary and a Director March 29, 2000
Anil D. Amlani
Thomas L. Wheelen Director March 29, 2000
Thomas L. Wheelen
EXHIBITS
----------
(a) Registrant's Articles of Incorporation. (1)
(b) Registrant's Bylaws. (1)
(c) None
(d) Investment Advisory Agreement with Adhia Investment Advisors,
Inc. (1)
(e) None
(f) None
(g) None
(h) (i) Fund Administration Servicing Agreement with Adhia Investment
Advisors, Inc. (1)
(h) (ii) Transfer Agent Agreement with Unified Fund Services, Inc.
(i) Opinion of Nilesh M. Patel, Esq., counsel for Registrant.
(j) Consent of Alan K. Geer, PA.
(k) None.
(l) Subscription Agreement. (1)
(m) None
(n) None.
- ---- --------------------------
(1) Previously filed as an exhibit to Pre-Effective Amendment No. 4 to
Registrant's Registration Statement on Form N-1A and incorporated by
reference thereto. Pre-Effective Amendment No. 4 was filed on December 8,
1998 and its accession number is 0001058372-98-000025.
Nilesh M. Patel
Attorney at Law
609 West DeLeon Street
Old Hyde Park
Tampa, Florida 33606
(813)-258-0035
Fax:(813)-258-1026
March 29, 2000
Adhia Funds, Inc.
1311 N. Westshore Blvd., Suite 110
Tampa, FL 33607
Gentleman:
We have acted for you in connection with the preparation of a
Registration Statement on Form N-1A relating to sale by you of an indefinite
amount of Adhia Funds, Inc. Common Stock, $0.0001 par value (such Common Stock
being hereinafter referred to as the "Stock") in the manner set forth in the
Registration Statement to which reference is made. In this connection we have
examined: (a) the Registration Statement on Form N-1A; (b) your Articles of
Incorporation and Bylaws, as amended to date; (c) corporate proceedings
relative to the authorization for issuance of the Stock; and (d) such other
proceedings, documents and records as we have deemed necessary to enable us to
render this opinion.
Based on the foregoing, we are of the opinion that the share of Stock
when sold as contemplated in the Registration Statement will be legally issued,
fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to Form N-1A
Registration Statement. In giving this consent, we do not admit that we are
experts within the meaning of Section 11 of the Securities Act of 1933, as
amended, or within the category of persons whose consent is required by
Section 7 of the Act.
Very truly yours,
/s/ Nilesh M. Patel
Law Office of Nilesh M. Patel
Alan K. Geer, P.A.
Certified Public Accountants
7401 D Temple Terrace Hwy
Temple Terrace, FL 33637
(813) 988-9564
(800) 940-9564
Fax (813) 988-1815
EMail: [email protected]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 2 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated February 26, 2000, relating to the financial
statements and financial highlights appearing in the December 31, 1999 Annual
Report to Shareholders of Adhia Twenty Fund, portions of which are
incorporated by reference into the registration Statement. We also consent to
the reference to us under the heading "Independent Accountants" in the
Statement of Additional Information and to reference to us under the heading
"Financial Highlights" in such Prospectus.
/s/ Alan K. Geer
Alan K. Geer, P.A.
Tampa, Florida
March 25, 2000
MUTUAL FUND SERVICES AGREEMENT
Transfer Agency Services
between
Adhia Funds, Inc.
and
Unified Fund Services, Inc.
March 18, 2000
Exhibit A - Portfolio Listing
Exhibit B - Transfer Agency Services Description
Exhibit C - Fees and Expenses
MUTUAL FUND SERVICES AGREEMENT
AGREEMENT (this "Agreement"), dated as of March 18, 2000, between the
Adhia Funds, Inc., an Maryland business trust (the "Fund"), and Unified Fund
Services, Inc., an Indiana corporation ("Unified").
WITNESSTH:
WHEREAS, the Fund is registered as an open-end, management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund wishes to retain Unified to provide certain transfer agent
services with respect to the Fund, and Unified is willing to furnish such
services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:
Section 1. Appointment. The Fund hereby appoints Unified to provide
transfer agent services for the Fund, subject to the supervision of the Board
of Trustees of the Fund (the "Board"), for the period and on the terms set
forth in this Agreement. Unified accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as
provided in Section 6 and Exhibit C to this Agreement. The Fund will initially
consist of the portfolios, funds and/or classes of shares (each a "Portfolio";
collectively the "Portfolios") listed on Exhibit A. The Fund shall notify
Unified in writing of each additional Portfolio established by the Fund. Each
new Portfolio shall be subject to the provisions of this Agreement, except to
the extent that the provisions (including those relating to the compensation
and expenses payable by the Fund and its Portfolios) may be modified with
respect to each new Portfolio in writing by the Fund and Unified at the time
of the addition of the new Portfolio.
Section 2. Representations and Warranties of Unified. Unified represents
and warrants to the Fund that:
(a) Unified is a corporation duly organized and existing under the laws of
the State of Indiana;
(b) Unified is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement, and all
requisite corporate proceedings have been taken by Unified to authorize
Unified to enter into and perform this Agreement;
(c) Unified has, and will continue to have, access to the facilities,
personnel and equipment required to fully perform its duties and obligations
hereunder;
(d) no legal or administrative proceedings have been instituted or
threatened against Unified that would impair its ability to perform its duties
and obligations under this Agreement; and
(e) Unified's entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or obligation of
Unified or any law or regulation applicable to Unified.
Section 3. Representations and Warranties of the Fund. The Fund
represents and warrants to Unified that:
(a) the Fund is a business trust duly organized and existing under the laws
of the State of Maryland;
(b) the Fund is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement, and the Fund has
taken all requisite proceedings to authorize the Fund to enter into and
perform this Agreement;
(c) the Fund is an investment company properly registered under the 1940
Act; a registration statement under the Securities Act of 1933, as amended
("1933 Act") and the 1940 Act on Form N-lA has been filed and will be
effective and will remain effective during the term of this Agreement, and all
necessary filings under the laws of the states will have been made and will
be current during the term of this Agreement;
(d) no legal or administrative proceedings have been instituted or
threatened against the Fund that would impair its ability to perform its
duties and obligations under this Agreement; and
(e) the Fund's entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or obligation of
the Fund or any law or regulation applicable to it.
Section 4. Delivery of Documents. The Fund will promptly furnish to
Unified such copies, properly certified or authenticated, of contracts,
documents and other related information that Unified may request or requires
to properly discharge its duties. Such documents may include but are not
limited to the following:
(a) Resolutions of the Board authorizing the appointment of Unified to
provide certain transfer agency services to the Fund and approving this
Agreement;
(b) The Fund's Declaration of Trust;
(c) The Fund's By-Laws;
(d) The Fund's Notification of Registration on Form N-8A under the 1940
Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Fund's registration statement including exhibits, as amended, on
Form N-1A (the "Registration Statement") under the 1933 Act and the 1940 Act,
as filed with the SEC;
(f) Copies of the Management Agreement between the Fund and its investment
advisor (the "Advisory Agreement");
(g) Opinions of counsel and auditors reports;
(h) The Fund's Prospectus and Statement of Additional Information relating
to all Portfolios and all amendments and supplements thereto (such Prospectus
and Statement of Additional Information and supplements thereto, as presently
in effect and as from time to time hereafter amended and supplemented, herein
called the "Prospectuses"); and
(i) Such other agreements as the Fund may enter into from time to time
including securities lending agreements, futures and commodities account
agreements, brokerage agreements, and options agreements.
Section 5. Services Provided by Unified.
(a) Unified will provide the following services subject to the control,
direction and supervision of the Board and in compliance with the objectives,
policies and limitations set forth in the Fund's Registration Statement,
Declaration of Trust and By-Laws; applicable laws and regulations; and all
resolutions and policies implemented by the Board:
(i) Transfer Agency, as described on Exhibit B to this Agreement.
(ii) Dividend Disbursing. Unified will serve as the Fund's
dividend disbursing agent. Unified will prepare and mail checks, place wire
transfers of credit income and capital gain payments to shareholders. The
Fund will advise Unified in advance of the declaration of any dividend or
distribution and the record and payable date thereof. Unified will, on or
before the payment date of any such dividend or distribution, notify the
Fund's Custodian of the estimated amount required to pay any portion of such
dividend or distribution payable in cash, and on or before the payment date
of such distribution, the Fund will instruct its Custodian to make available
to Unified sufficient funds for the cash amount to be paid out. If a
shareholder is entitled to receive additional shares by virtue of any such
distribution or dividend, appropriate credits will be made to each
shareholder's account and/or certificates delivered where requested. A
shareholder not receiving certificates will receive a confirmation from
Unified indicating the number of shares credited to his/her account.
(b) Unified will also:
(i) provide office facilities with respect to the provision of the services
contemplated herein (which may be in the offices of Unified or a corporate
affiliate of Unified);
(ii) provide or otherwise obtain personnel sufficient, in Unified's
sole discretion, for provision of the services contemplated herein;
(iii) furnish equipment and other materials, which Unified, in its sole
discretion, believes are necessary or desirable for provision of the services
contemplated herein; and
(iv) keep records relating to the services provided hereunder in such form
and manner as set forth on Exhibit B and as Unified may otherwise deem
appropriate or advisable, all in accordance with the 1940 Act. To the extent
required by Section 31 of the 1940 Act and the rules thereunder, Unified
agrees that all such records prepared or maintained by Unified relating to the
services provided hereunder are the property of the Fund and will be preserved
for the periods prescribed under Rule 31a-2 under the 1940 Act, maintained at
the Fund's expense, and made available in accordance with such Section and
rules. Unified further agrees to surrender promptly to the Fund upon its
request and cease to retain in its records and files those records and
documents created and maintained by Unified pursuant to this Agreement.
Section 6. Fees: Expenses: Expense Reimbursement.
(a) As compensation for the services rendered to the Fund pursuant to this
Agreement the Fund shall pay Unified monthly fees determined as set forth on
Exhibit C to this Agreement. Such fees are to be billed monthly and shall be
due and payable upon receipt of the invoice. Upon any termination of this
Agreement and before the end of any month, the fee for the part of the month
before such termination shall be equal to the fee normally due for the full
monthly period and shall be payable upon the date of termination of this
Agreement.
(b) For the purpose of determining fees calculated as a function of a
Portfolio's net assets, the value of the Portfolio's net assets shall be
computed as required by the Prospectus, generally accepted accounting
principles, and resolutions of the Board.
(c) Unified will from time to time employ or associate with such person or
persons as may be appropriate to assist Unified in the performance of this
Agreement. Such person or persons may be officers and employees who are
employed or designated as officers by both Unified and the Fund. The
compensation of such person or persons for such employment shall be paid by
Unified and no obligation will be incurred by or on behalf of the Fund in such
respect.
(d) Unified will bear all of its own expenses in connection with the
performance of the services under this Agreement except as otherwise expressly
provided herein. The Fund agrees to promptly reimburse Unified for any
equipment and supplies specially ordered by or for the Fund through Unified
and for any other expenses not contemplated by this Agreement that Unified may
incur on the Fund's behalf at the Fund's request or as consented to by the
Fund. Such other expenses to be incurred in the operation of the Fund and to
be borne by the Fund, include, but are not limited to: taxes; interest;
brokerage fees and commissions; salaries and fees of officers and directors
who are not officers, directors, shareholders or employees of Unified, or the
Fund's investment adviser or distributor; SEC and state Blue Sky registration
and qualification fees, levies, fines and other charges; advisory fees; charges
and expenses of custodians; insurance premiums including fidelity bond
premiums; auditing and legal expenses; costs of maintenance of corporate
existence; expenses of typesetting and printing of prospectuses and for
distribution to current shareholders of the Fund; expenses of printing and
production cost of shareholders' reports and proxy statements and materials;
costs and expense of Fund stationery and forms; costs and expenses of special
telephone and data lines and devices; costs associated with corporate,
shareholder, and Board meetings; and any extraordinary expenses and other
customary Fund expenses.
(e) The Fund may request additional services, additional processing, or
special reports. Such requests may be provided by Unified at additional
charges. In this event, the Fund shall submit such requests in writing
together with such specifications as may be reasonably required by Unified,
and Unified shall respond to such requests in the form of a price quotation.
The Fund's written acceptance of the quotation must be received prior to
implementation of such request. Additional services will be charged at
Unified's standard rates.
(f) All fees, out-of-pocket expenses, or additional charges of Unified
shall be billed on a monthly basis and shall be due and payable upon receipt
of the invoice.
Unified will render, after the close of each month in which services have been
furnished, a statement reflecting all of the charges for such month. Charges
remaining unpaid after thirty (30) days shall bear interest in finance charges
equivalent to, in the aggregate, the Prime Rate (as publicly announced by
Firstar Bank, N.A., from time to time) plus 2.00% per year and all costs and
expenses of effecting collection of any such sums, including reasonable
attorney's fees, shall be paid by the Fund to Unified.
In the event that the Fund is more than sixty (60) days delinquent in its
payments of monthly billings in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by the
Fund), this Agreement may be terminated upon thirty (30) days' written notice
to the Fund by Unified. The Fund must notify Unified in writing of any
contested amounts within thirty (30) days of receipt of a billing for such
amounts. Disputed amounts are not due and payable while they are being
investigated.
Section 7. Proprietary and Confidential Information. Unified agrees on
behalf of itself and its employees to treat confidentially and as proprietary
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and to not use such records
and information for any purpose other than performance of Unified's
responsibilities and duties hereunder. Unified may seek a waiver of such
confidentiality provisions by furnishing reasonable prior notice to the Fund
and obtaining approval in writing from the Fund, which approval shall not be
unreasonably withheld and may not be withheld where the service agent may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities. Waivers
of confidentiality are automatically effective without further action by
Unified with respect to Internal Revenue Service levies, subpoenas and similar
actions, or with respect to any request by the Fund.
Section 8. Duties, Responsibilities and Limitations of Liability.
(a) In the event performance of its duties hereunder, Unified shall be
obligated to exercise due care and diligence, and to act in good faith in
performing the services provided for under this Agreement. In performing its
services hereunder, Unified shall be entitled to rely on any oral or written
instructions, notices or other communications from the Fund and its Custodian,
officers and Trustees, investors, agents and other service providers which
Unified reasonably believes to be genuine, valid and authorized. Unified shall
also be entitled to consult with and rely on the advice and opinions of
outside legal counsel retained by the Fund, as necessary or appropriate.
(b) Unified shall not be liable for any error of judgment or mistake of
law or for any loss or expense suffered by the Fund, in connection with the
matters to which this Agreement relates, except for a loss or expense solely
caused by or resulting from willful misfeasance, bad faith or negligence on
Unified's part in the performance of its duties or from reckless disregard by
Unified of its obligations and duties under this Agreement. Any person, even
though also an officer, director, partner, employee or agent of Unified, who
may be or become an officer, director, partner, employee or agent of the Fund,
shall be deemed when rendering services to the Fund or acting on any business
of the Fund (other than services or business in connection with Unified's
duties hereunder) to be rendering such services to or acting solely for the
Fund and not as an officer, director, partner, employee or agent or person
under the control or direction of Unified even though paid by Unified.
(c) Except for a loss or expense solely caused by or resulting from
willful misfeasance, bad faith or negligence on Unified's part in the
performance of its duties or from reckless disregard by Unified of its
obligations and duties under this Agreement, Unified shall not be responsible
for, and the Fund shall indemnify and hold Unified harmless from and against,
any and all losses, damages, costs, reasonable attorneys' fees and expenses,
payments, expenses and liabilities arising out of or attributable to:
(i) all actions of Unified or its officers or agents required to be taken
pursuant to this Agreement;
(ii) the reliance on or use by Unified or its officers or agents of
information, records, or documents which are received by Unified or its
officers or agents and furnished to it or them by or on behalf of the Fund,
and which have been prepared or maintained by the Fund or any third party on
behalf of the Fund;
(iii) the Fund's refusal or failure to comply with the terms of this
Agreement or the Fund's lack of good faith, or its actions, or lack thereof
involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of the Fund hereunder;
(v) the taping or other form of recording of telephone conversations or
other forms of electronic communications with investors and shareholders, or
reliance by Unified on telephone or other electronic instructions of any
person acting on behalf of a shareholder or shareholder account for which
telephone or other electronic services have been authorized;
(vi) the reliance on or the carrying out by Unified or its officers or
agents of any proper instructions reasonably believed to be duly authorized,
or requests of the Fund or recognition by Unified of any share certificates
which are reasonably believed to bear the proper signatures of the officers of
the Fund and the proper countersignature of any transfer agent or registrar of
the Fund;
(vii) any delays, inaccuracies, errors in or omissions from data provided to
Unified by data and pricing services;
(viii) the offer or sale of shares by the Fund in violation of any
requirement under the federal securities laws or regulations or the securities
laws or regulations of any state, or in violation of any stop order or other
determination or ruling by any federal agency or any state agency with respect
to the offer or sale of such shares in such state (1) resulting from
activities, actions, or omissions by the Fund or its other service providers
and agents, or (2) existing or arising out of activities, actions or omissions
by or on behalf of the Fund prior to the effective date of this Agreement; and
(ix) the compliance by the Fund, its investment adviser, and its
distributor with applicable securities, tax, commodities and other laws,
rules and regulations.
Section 9. Terms. This Agreement shall become effective on the date first
herein above written. This Agreement may be modified or amended from time to
time by mutual agreement between the parties hereto. This Agreement shall
continue in effect unless terminated by either party on at least ninety (90)
days' prior written notice. Upon termination of this Agreement, the Fund shall
pay to Unified such compensation and any reimbursable expenses as may be due
under the terms hereof as of the date of termination or the date that the
provision of services ceases, whichever is sooner.
Should the Fund exercise its right to terminate this Agreement, the Fund
agrees to pay a termination/conversion fee, simultaneous with the transfer of
all Fund records to the successor mutual fund service provider(s), in an
amount equal to the total compensation under this agreement for the 30 day
period immediately preceding the termination notice date. In addition, the
Fund agrees to pay for all conversion tape set-up fees, test conversion
preparation and processing fees and final conversion fees.
Such compensation to Unified shall be for the expenses incurred in connection
with the retrieval, compilation and movement of books, records and materials
relative to the deconversion or conversion of Fund records to the successor
mutual fund service provider as directed by the Fund. Notwithstanding the
foregoing, any amount owed by the Fund to Unified prior to the
termination/conversion shall still be due and payable under the terms of
this Agreement. No such compensation shall be due to Unified if Unified
terminates this Agreement for reasons other than a default by the Fund.
Upon the termination of the Agreement for any reason, Unified agrees to
provide the Fund with complete and accurate transfer agency records and to
assist the Fund in the orderly transfer of accounts and records. Without
limiting the generality of the foregoing, Unified agrees upon termination of
this Agreement:
(a) to deliver to the successor mutual fund service provider(s), computer
tapes containing the Fund's accounts and records together with such record
layouts and additional information as may be necessary to enable the successor
mutual fund service provider(s) to utilize the information therein;
(b) to cooperate with the successor mutual fund service provider(s) in the
interpretation of the Fund's account and records;
(c) to forward all shareholder calls, mail and correspondence to the new
mutual fund service provider(s) upon de-conversion; and
(d) to act in good faith, to make the conversion as smooth as possible for
the successor mutual fund service provider(s) and the Fund.
Section 10. Notices. Any notice required or permitted hereunder shall be
in writing and shall be deemed to have been given when delivered in person or
by certified mail, return receipt requested, to the parties at the following
address (or such other address as a party may specify by notice to the other):
(a) If to the Fund, to:
Adhia Funds, Inc.
1311 N. Westshore Boulevard, Suite 110
Tampa, Florida 33607
Attention: President
(b) If to Unified, to:
Unified Fund Services, Inc.
431 North Pennsylvania Street
Indianapolis, Indiana 46204
Attention: President
Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon
confirmed receipt of telex or facsimile, whichever occurs first.
Section 11. Assignability. This Agreement shall not be assigned by either
party hereto without the prior written consent of the other party.
Section 12. Waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
nor shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
Section 13. Force Majeure. Unified shall not be responsible or liable for
any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
control, including without limitations, acts of God, earthquake, fires,
floods, wars, acts of civil or military authorities, or governmental actions,
nor shall any such failure or delay give the Fund the right to terminate this
Agreement.
Section 14. Use or Name. The Fund and Unified agree not to use the other's
name nor the names of such other's affiliates, designees, or assignees in any
prospectus, sales literature, or other printed material written in a manner
not previously, expressly approved in writing by the other or such other's
affiliates, designees, or assignees except where required by the SEC or any
state agency responsible for securities regulation.
Section 15. Amendments. This Agreement may be modified or amended from
time to time by mutual written agreement between the parties. No provision of
this Agreement may be changed, discharged, or terminated orally, but only by
an instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
Section 16. Severability. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
Section 17. Governing Law. This Agreement shall be governed by the laws
of the State of Indiana.
Section 18. Execution. This Agreement may be executed by one or more
counterparts, each of which shall be deemed an original, but all of which
together will constitute one in the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Mutual Fund Services
Agreement to be signed by their respective duly authorized officers as of the
day and year first above written.
Adhia Funds, Inc.
By /s/ Hitesh P. Adhia Date: March 18, 2000
Print Name: Hitesh P. Adhia
Title: President
Attest
UNIFIED FUND SERVICES, INC.
By: /s/ David A. Bogaert Date
Print Name: David A. Bogaert
Title: President
Attest
EXHIBIT A
to
Mutual Fund Services Agreement
List of Portfolios
Adhia Twenty Fund
EXHIBIT B
to
Mutual Fund Services Agreement
Description of Transfer Agency Services
The following is a general description of the transfer agency services Unified
shall provide to the Fund.
A. Shareholder Recordkeeping. Maintain records showing for each Fund
shareholder the following: (i) name, address and tax identifying number; (ii)
number of shares of each Portfolio; (iii) historical information including,
but not limited to, dividends paid and date and price of all transactions
including individual purchases and redemptions; and (iv) any dividend
reinvestment order, application, dividend address and correspondence relating
to the current maintenance of the account.
B. Shareholder Issuance. Record the issuance of shares of each Portfolio.
Except as specifically agreed in writing between Unified and the Fund,
Unified shall have no obligation when countersigning and issuing and/or
crediting shares to take cognizance of any other laws relating to the issue
and sale of such shares except insofar as policies and procedures of the
Stock Transfer Association recognize such laws.
C. Purchase Orders. Process all orders for the purchase of shares of the
Fund in accordance with the Fund's current registration statement. Upon
receipt of any check or other payment for purchase of shares of the Fund from
an investor, Unified will (i) stamp the envelope with the date of receipt,
(ii) forthwith process the same for collection, (iii) determine the amounts
thereof due the Fund, and notify the Fund of such determination and deposit,
such notification to be given on a daily basis of the total amounts determined
and deposited to the Fund's custodian bank account during such day. Unified
shall then credit the share account of the investor with the number of
Portfolio shares to be purchased made on the date such payment is received by
Unified, as set forth in the Fund's current prospectus and shall promptly
mail a confirmation of said purchase to the investor, all subject to any
instructions which the Fund may give to Unified with respect to the timing or
manner of acceptance of orders for shares relating to payments so received by
it. The Fund, however will be responsible for the collection of any aged
receivables as a result of shareholder purchases.
D. Redemption Orders. Receive and stamp with the date of receipt all
requests for redemptions or repurchase of shares held in certificate or
non-certificate form, and process redemptions and repurchase requests as
follows: (i) if such certificate or redemption request complies with the
applicable standards approved by the Fund, Unified shall on each business day
notify the Fund of the total number of shares presented and covered by such
requests received by Unified on such day; (ii) on or prior to the seventh
calendar day succeeding any such requests received by Unified, Unified shall
notify the Custodian, subject to instructions from the Fund, to transfer
monies to such account as designated by Unified for such payment to the
redeeming shareholder of the applicable redemption or repurchase price;
(iii) if any such certificate or request for redemption or repurchase does not
comply with applicable standards, Unified shall promptly notify the investor
of such fact, together with the reason therefor, and shall effect such
redemption at the Fund's price next determined after receipt of documents
complying with said standards, or, at such other time as the Fund shall so
direct.
E. Telephone Orders. Process redemptions, exchanges and transfers of Fund
shares upon telephone instructions from qualified shareholders in accordance
with the procedures set forth in the Fund's current Prospectus. Unified shall
be permitted to redeem, exchange and/or transfer Fund shares from any account
for which such services have been authorized.
F. Transfer of Shares. Upon receipt by Unified of documentation in proper
form to effect a transfer of shares, including in the case of shares for which
certificates have been issued the share certificates in proper form for
transfer, Unified will register such transfer on the Fund's shareholder records
maintained by Unified pursuant to instructions received from the transferor,
cancel the certificates representing such shares, if any, and if so requested,
countersign, register, issue and mail by first class mail new certificates for
the same or a smaller whole number of shares.
G. Shareholder Communications and Meetings. Address and mail all
communications by the Fund to its shareholders promptly following the delivery
by the Fund of the material to be mailed. Prepare shareholder lists, mail and
certify as to the mailing of proxy materials, receive the tabulated proxy
cards, render periodic reports to the Fund on the progress of such tabulation,
and provide the Fund with inspectors of election at any meeting of
shareholders.
H. Share Certificates. If the Fund issues certificates, and if a
shareholder of the Fund requests a certificate representing his shares,
Unified as Transfer Agent, will countersign and mail by first class mail with
receipt confirmed, a share certificate to the investor at his/her address as
it appears on the Fund's transfer books. Unified shall supply, at the expense
of the Fund, a supply of blank share certificates. The certificates shall be
properly signed, manually or by facsimile, as authorized by the Fund, and
shall bear the Fund's seal or facsimile; and notwithstanding the death,
resignation or removal of any officers of the Fund authorized to sign
certificates, Unified may, until otherwise directed by the Fund, continue to
countersign certificates which bear the manual or facsimile signature of such
officer.
I. Returned checks. In the event that any check or other order for the
payment of money is returned unpaid for any reason, Unified will take such
steps, including redepositing the check for collection or returning the check
to the investor, as Unified may, at its discretion, deem appropriate and
notify the Fund of such action, or as the Fund may instruct.
J. Shareholder Correspondence. Acknowledge all correspondence from
shareholders relating to their share accounts and undertake such other
shareholder correspondence as may from time to time be mutually agreed upon.
EXHIBIT C
to
MUTUAL FUND SERVICES AGREEMENT
TRANSFER AGENT FEE SCHEDULE
The prices contained herein are effective for twelve months from the execution
date of the Transfer Agency contract.
I Conversion Fee: The Fund will be charges time and materials to convert
unto Unified's transfer agency system.
II Standard Base Fee for Standard Base Services
The Base Fee1 is $18.00 for money market funds and $16.00 for equity/bond funds
per active Shareholder Account per year with a minimum fee of $15,0002 per
initial portfolio and/or share class per year plus $9,0002 per year for each
additional portfolio/share class. An Active Shareholder Account is any
Shareholder Account existing on Transfer Agent's computerized files with a
non-zero Share balance. There is a $.50 per account charge for any account
with a zero share balance for the current month, as determined on the last day
of each month. The base fee will be billed on a monthly basis.
1 The Base Fee does not include: forms design and printing, statement
production, envelope design and printing, postage and handling,
shipping, statement microfiche copies and 800 number access to
Unified's shareholder services group.
2 Discount based on total fund assets:
$0 - 2 Million 50%
$2 - 5 Million 25%
$5 Plus Million 0%
Unified will provide lost account search services in connection of SEC Rules
17Ad-17 and 17a-24 at a cost of $2.50 per account searched. These
"Electronic Data Search Services" will be performed on a semi-annual basis.
This service will apply to only Active Shareholder Accounts maintained on the
transfer agency system coded as RPO accounts.
In addition to the above fees, there will be a $500.00 minimum fee/rerun
charge when the nightly processing has be repeated due to incorrect NAV or
dividend information received from the Fund Accountant/Portfolio Pricing Agent.
III Standard Services Provided
- -Open new accounts
- -Maintain Shareholder accounts
Including:
-Maintain certificate records
-Change addresses
-Prepare daily reports on number of Shares, accounts
-Prepare Shareholder federal tax information
-Withhold taxes on U.S. resident and non-resident alien accounts
-Reply to Shareholder calls and correspondence other than that for
Fund information and related inquiries
-Process purchase of Shares
-Issue/Cancel certificates (Excessive use may be subject to additional
charges)
-Process partial and complete redemptions
-Process regular and legal transfer of accounts
-Mail semi-annual and annual reports
-Process dividends and distributions
-Prepare Shareholder meeting lists
-Process one proxy per year per fund. Tabulation is limited to three.
-Receive and tabulate proxies
-Confirm all transactions as provided by the terms of each
Shareholder's account
-Provide a system which will enable Fund to monitor the total number
of Shares sold in each state. System has capability to halt sales and
warn of potential oversell. (Blue Sky Reports)
-Determine/Identify lost Shareholder accounts
IV Standard Reports Available
- -12b-1 Disbursement Report
- -12b-1 Disbursement Summary
- -Dealer Commission Report
- -Dealer Commission Summary Report
- -Exchange Activity Report
- -Fees Paid Summary Report
- -Fund Accrual Details
- -Holdings by Account Type
- -Posting Details
- -Posting Summary
- -Settlement Summary
- -Tax Register
- -Transactions Journal
V NSCC Interfaces
- -Fund/Serv and/or Networking set-up $1,000
- -Fund/Serv processing $100 per month
- -Networking processing $100 per month
- -Fund/Serv transactions $0.35 per trade
- -Direct Networking expenses
Per item $0.025 Monthly dividend fund
Per item $0.015 Non-monthly dividend fund
VI Additional Fees for Services Outside the Standard Base
- -Interactive Voice Response System Set-up Pass through
- -Archiving of old records/storage of aged records Pass through
- -Off-line Shareholder research $25/hour (Billed to customer account)
- -Check copies $3/each (Billed to customer account)
- -Statement copies $5/each (Billed to customer account)
- -Mutual Fund fulfillment/prospect file maintenance $1.00/item
- -Shareholder communications charges (Faxes) Pass through
- -Leased line/equipment on TA's computer system Pass through
- -Dial-up access to TA's computer system Pass through
- -Labels $.05 ea/$100 minimum
- -AD-HOC REPORTWRITER Report Generation $50.00 per report
- -Bank Reconciliation Service $50.00 monthly maintenance fee per bank
account $1.50 per bank item
- -Systems Programming Labor Charges:
Programmers or Consultants $125.00/hour
Officers $150.00/hour
- -Additional Proxy Processing:
Each processing $225.00 fixed charge per processing
Preparation and Tabulation $0.15/proxy issued
(includes 3 tabulations, sixteen propositions)
Each Extra Tabulation $25.00 fixed charge per processing
$0.02 per proxy tabulated
Unified Fund Services, Inc. 3/6/00 Adhia Funds, Inc. - 12
Unified Fund Services, Inc. 3/6/00 2
Unified Fund Services, Inc. 3/6/00 Adhia Funds, Inc. - 14
Unified Fund Services, Inc. 3/6/00 Adhia Funds, Inc. - 15
