SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
----
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 5 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
OF 1940
Amendment No. 6 / X /
--------- ----
(Check appropriate box or boxes.)
AmeriPrime Advisors Trust - File Nos. 333-85083 and 811-09541
- ---------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (817) 251-6700
Kenneth Trumpfheller, AmeriPrime Advisors Trust, 1793 Kingswood Drive,
Suite 200, Southlake, Texas 76092
(Name and Address of Agent for Service)
With copy to:
Donald S. Mendelsohn, Brown, Cummins & Brown Co., L.P.A.
3500 Carew Tower, Cincinnati, Ohio 45202
Approximate Date of Proposed Public Offering: December 1, 1999.
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b)
/ / on pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/X/ 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
ENHANS RT FUNDS
PROSPECTUS DATED FEBRUARY, 2000
ENHANS RT SPDR FUND
ENHANS RT SECTOR FUND
25 West King Street
Lancaster, PA 17603
(800) ___-____
The Securities and Exchange Commission has not approved or disapproved these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
<PAGE>
TABLE OF CONTENTS
PAGE
ENHANS RT SPDR FUND............................................................
ENHANS RT SECTOR FUND..........................................................
FEES AND EXPENSES OF INVESTING IN THE FUNDS....................................
HOW TO BUY SHARES..............................................................
HOW TO REDEEM SHARES...........................................................
DETERMINATION OF NET ASSET VALUE...............................................
DIVIDENDS, DISTRIBUTIONS AND TAXES.............................................
MANAGEMENT OF THE FUNDS........................................................
FOR MORE INFORMATION.................................................BACK COVER
<PAGE>
ENHANS RT SPDR FUND
INVESTMENT OBJECTIVE
The investment objective of the Enhans RT SPDR Fund is capital
appreciation.
PRINCIPAL STRATEGIES
The Fund seeks to achieve its objective by "real time" purchases, sales
and short sales of S & P Depositary Receipts (commonly referred to as SPDRs) and
options on the S & P 500 Index. SPDRs are shares of a publicly traded unit
investment trust which owns the stocks included in the S&P 500 Index, and
changes in the price of SPDRs track the movement of the Index relatively
closely. The Fund's adviser, AExpert Advisory, Inc. uses an automated investment
management system called "AExpert Market Minder" to determine the composition of
the Fund's portfolio. The adviser developed Market Minder by applying an
artificial intelligence technology called "pattern recognition technology" to
the S&P 500 Index.. This automated system generally makes all portfolio
investment decisions.
When the Market Minder predicts a flat market, the Fund will invest in
money market funds or other cash equivalents. When the Market Minder predicts a
rising market, the Fund's portfolio will be invested to capitalize on the
anticipated upward price movement. The Fund will invest in SPDRs and, depending
on the strength of the anticipated market rise, may also purchase call options
on the S & P 500 Index. When the Market Minder predicts a market decline, the
Fund's exposure to the stock market will be reduced and the portfolio may be
returned to a neutral position. Depending on the strength of the anticipated
market decline, the Fund may also [sell SPDRs short and/or] purchase put options
on the S & P 500 Index. The adviser may override the automated system and move
to a cash position if an unusual event (such as a Federal Reserve Board meeting)
is anticipated but the results are unknown.
[Short selling means the Fund sells a SPDR that it does not own,
borrows the same SPDR from a broker or other institution to complete the sale,
and buys the same SPDR at a later date to repay the lender. If the SPDR is
overvalued, and the price declines before the Fund buys the SPDR, the Fund makes
a profit. If the price of the SPDR increases before the Fund buys the SPDR, the
Fund loses money. ]
When the Fund buys a call option on the S & P 500 Index, it has the
right to any appreciation in the value of the Index over a fixed price (known as
the exercise price) any time up to a certain date in the future (the "expiration
date"). In return for this right, the Fund pays the current market price for the
option (known as the option premium). If the value of the Index increases by
more than the option premium the Fund paid, the Fund will profit on the overall
position. When the Fund buys a put option on the S & P 500 Index, it has the
right to receive a payment based on any depreciation in the value of the Index
below the exercise price. The Fund will profit on the overall position if the
value of the Index decreases by more than the option premium the Fund paid. [The
Fund may also invest in S&P 500 futures and put and call options on S&P 500
futures.]
The adviser will engage in active trading of the Fund's portfolio
securities as a result of its strategy. Under normal circumstances, at least 65%
of the Fund's total assets will be invested in SPDRs and options on the S&P 500
Index. If the adviser's system is successful, the Fund will outperform the S&P
500 Index by profiting both upward and downward price movements while reducing
the risk of investing in the S&P 500 Index.
PRINCIPAL RISKS OF INVESTING IN THE FUND
o MANAGEMENT RISK. The principal risk of the Fund is that the adviser's
strategy may not be successful. The Fund could be exposed to declining
markets and/or could miss a market rise if the adviser's system does not
correctly predict market movements. The Fund has no operating history and
the Fund's adviser has no prior experience managing the assets of a mutual
fund.
o [SHORT SALE RISK. The Fund engages in short selling activities which are
significantly different from the investment activities commonly associated
with conservative stock funds. Positions in shorted securities are more
risky than long positions (purchases) in securities because the maximum
sustainable loss on a security purchased is limited to the amount paid for
the security plus the transactions costs, whereas there is no maximum
attainable price of the shorted security. Therefore, in theory, securities
sold short have unlimited risk. You should be aware of the intrinsic risk
involved in the Fund and be cognizant that any strategy which includes
selling securities short can suffer significant losses.]
o OPTION RISKS. The Fund may terminate an option it has purchased by allowing
it to expire or by exercising the option. If the option is allowed to
expire, the Fund will lose the entire premium it paid (plus related
transaction costs).
o VOLATILITY RISK. The common stocks that comprise the S&P 500 Index tend to
be more volatile than other investment choices.
o Turnover Risk. THE FUND'S INVESTMENT STRATEGY WILL RESULT IN A HIGH
PORTFOLIO TURNOVER RATE. A HIGH PORTFOLIO TURNOVER CAN RESULT IN
CORRESPONDINGLY GREATER BROKERAGE COMMISSION EXPENSES (WHICH WOULD LOWER
THE FUND'S TOTAL RETURN) AND MAY RESULT IN THE DISTRIBUTION TO SHAREHOLDERS
OF ADDITIONAL CAPITAL GAINS FOR TAX PURPOSES.
o AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OF ANY BANK AND IS NOT INSURED
OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.
o The Fund is not a complete investment program.
o As with any mutual fund investment, the Fund's returns will vary and you
could lose money.
ENHANS RT SECTOR FUND
The investment objective of the Enhans RT Sector Fund is capital
appreciation.
PRINCIPAL STRATEGIES
The Fund seeks to achieve its objective by "real time" purchases and
sales of publicly traded unit investment trusts and other publicly traded index
products. These index products own stocks included in a particular index and
changes in the price of the index products track the movement of the associated
index relatively closely. The Fund's adviser, AExpert Advisory, Inc. uses an
automated investment management system called "AExpert Sector Minder" to
determine the composition of the Fund's portfolio. The adviser developed Sector
Minder by applying an artificial intelligence technology called "pattern
recognition technology" to select specific securities from a group of
securities. Sector Minder predicts which index products will increase in price
more rapidly in the group of index products. This automated system generally
makes all portfolio investment decisions. The Fund may invest in a limited
number of index products at any given time.
Index products include S&P Depositary Receipts ("SPDRs"), DIAMONDS and
other similar instruments. SPDRs are shares of a publicly traded unit investment
trust which owns the stocks included in the S&P 500 Index and changes in the
price of SPDRs track the movement of the index relatively closely. DIAMONDS are
similar to SPDRs, but own the securities consisting of all of the stocks of the
Dow Jones Industrial Average. World Equity Benchmark Shares ("WEBS") represent a
broad portfolio of publicly traded stocks in a selected country. Each WEBS Index
Series seeks to generate investment results that generally correspond to the
market yield performance of a given Morgan Stanley Capital International
("MSCI") index. MSCI Indices are leading country index benchmarks, widely used
by U.S. investors for their international investments. Index products also
include S & P MidCap 400 Depositary Receipts, Nasdaq-100 Shares, and various
sector index products such as the Basic Industries Select Sector Index, Consumer
Services Select Sector Index, Consumer Staples Select Sector Index, Cyclical /
Transportation Select Sector Index, Energy Select Sector Index, Financial Select
Sector Index, Industrial Select Sector Index, Technology Select Sector Index,
Utilities Select Sector Index.
Additionally, the Fund will invest in new index products as they become
available.
The adviser will engage in active trading of the Fund's portfolio
securities as a result of its strategy. Under normal circumstances, at least 65%
of the Fund's total assets will be invested in publicly traded index products.
PRINCIPAL RISKS OF INVESTING IN THE FUND
o MANAGEMENT RISK. The principal risk of the Fund is that the adviser's
strategy may not be successful. The Fund could be exposed to declining
markets and/or could miss a market rise if the adviser's system does not
correctly predict market movements. The Fund has no operating history and
the Fund's adviser has no prior experience managing the assets of a mutual
fund.
o VOLATILITY RISK. The common stocks that comprise the various index products
tend to be more volatile than other investment choices.
o FOREIGN RISK. To the extent the Fund invests in foreign index products, the
Fund could be subject to greater risks because the Fund's performance may
depend on issues other than the performance of a particular company.
Changes in foreign economies and political climates are more likely to
affect the Fund than a mutual fund that invests exclusively in U.S.
companies. The value of foreign securities is also affected by the value of
the local currency relative to the U.S. dollar. There may also be less
government supervision of foreign markets, resulting in non-uniform
accounting practices and less publicly available information.
o SMALLER COMPANY RISK. To the extent the Fund invests in index products that
invest in smaller capitalization companies, the
Fund will be subject to additional risks. These include:
o The earnings and prospects of smaller companies are more volatile than
larger companies.
o Smaller companies may experience higher failure rates than do larger
companies.
o The trading volume of securities of smaller companies is normally less than
that of larger companies and, therefore, may disproportionately affect
their market price, tending to make them fall more in response to selling
pressure than is the case with larger companies.
o Smaller companies may have limited markets, product lines or financial
resources and may lack management experience.
o SECTOR AND COUNTRY RISK. The Fund's portfolio may at times focus on a
limited number of index products and can be subject to substantially more
investment risk and potential for volatility than a fund that is more
diversified. For example, if the Fund is heavily invested in a utility
index product or a particular country, any event that negatively affects
the utility sector or that country could cause the Fund to lose value.
o Turnover Risk. THE FUND'S INVESTMENT STRATEGY WILL RESULT IN A HIGH
PORTFOLIO TURNOVER RATE. A HIGH PORTFOLIO TURNOVER CAN RESULT IN
CORRESPONDINGLY GREATER BROKERAGE COMMISSION EXPENSES (WHICH WOULD LOWER
THE FUND'S TOTAL RETURN) AND MAY RESULT IN THE DISTRIBUTION TO SHAREHOLDERS
OF ADDITIONAL CAPITAL GAINS FOR TAX PURPOSES.
o AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OF ANY BANK AND IS NOT INSURED
OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.
o The Fund is not a complete investment program.
o As with any mutual fund investment, the Fund's returns will vary and you
could lose money.
GENERAL
The investment objective of each Fund may be changed without shareholder
approval.
From time to time, the Sector Fund may take temporary defensive positions
which are inconsistent with the Funds' principal investment strategies, in
attempting to respond to adverse market, economic, political, or other
conditions. For example, the Fund may hold all or a portion of its assets in
money market instruments, securities of other no-load mutual funds or repurchase
agreements. If the Fund invests in shares of another mutual fund, the
shareholders of the Fund generally will be subject to duplicative management
fees. As a result of engaging in these temporary measures, the Fund may not
achieve its investment objective. Either Fund may also invest in such
instruments at any time to maintain liquidity or pending selection of
investments in accordance with its policies.
PAST PERFORMANCE
Although past performance of a fund is no guarantee of how it will perform in
the future, historical performance may give you some indication of the risk of
investing in the fund because it demonstrates how its returns have varied over
time. The Bar Chart and Performance Table that would otherwise appear in this
prospectus have been omitted because each Fund is recently organized and has a
limited performance history.
<PAGE>
FEES AND EXPENSES OF THE FUNDS
The tables describe the fees and estimated expenses that you may pay if you buy
and hold shares of a Fund.
<TABLE>
<CAPTION>
Shareholder Fees SPDR Fund Sector Fund
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
<S> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases NONE NONE
Maximum Deferred Sales Charge (Load) NONE NONE
Redemption Fee NONE NONE
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
Management Fee 1.65% 1.65%
Distribution and/or Service (12b-1) Fees 1.00% 1.00%
Other Expenses1 _.__% 0.00%
Total Annual Fund Operating Expenses _.__% 2.65%
1 "Other Expenses" are based on estimated amounts for the current fiscal year.
</TABLE>
Example:
This Example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated, reinvest dividends
and distributions, and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year
and that the Fund's operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
SPDR FUND SECTOR FUND
1 Year
3 Year
HOW TO BUY SHARES
INITIAL PURCHASE
The minimum initial investment in each Fund is $5,000 ($[ ] for
qualified retirement accounts and medical savings accounts) and minimum
subsequent investments are $1,000. Investors choosing to purchase or redeem
their shares through a broker/dealer or other institution may be charged a fee
by that institution. To the extent investments of individual investors are
aggregated into an omnibus account established by an investment adviser, broker
or other intermediary, the account minimums apply to the omnibus account, not to
the account of the individual investor.
BY MAIL - To be in proper form, your initial purchase request must include:
o a completed and signed investment application form (which accompanies this
Prospectus);
o a check made payable to the appropriate Fund;
Mail the application and check to:
U.S. Mail: Overnight:
Enhans RT Funds Enhans RT Funds
c/o Unified Fund Services, Inc. c/o Unified Fund Services, Inc.
P.O. Box 6110 431 North Pennsylvania Street
Indianapolis, Indiana 46206-6110 Indianapolis, Indiana 46204
BY WIRE
You may also purchase shares of a Fund by wiring federal funds from your bank,
which may charge you a fee for doing so. To wire money, you must call Unified
Fund Services, Inc., the Funds' transfer agent, at (800)-___-____to set up your
account and obtain an account number. You should be prepared at that time to
provide the information on the application. Then, provide your bank with the
following information for purposes of wiring your investment:
Firstar Bank, N.A.
ABA #0420-0001-3
Attn: Enhans Funds
D.D.A.# _________________
Account Name _________________ (write in shareholder name)
For the Account # ______________ (write in account number)
You must mail a signed application to Firstar Bank, N.A., the Funds'
custodian, at the above address in order to complete your initial wire purchase.
Wire orders will be accepted only on a day on which the Fund, custodian and
transfer agent are open for business. A wire purchase will not be considered
made until the wired money is received and the purchase is accepted by the Fund.
Any delays which may occur in wiring money, including delays which may occur in
processing by the banks, are not the responsibility of the Fund or the Transfer
agent. There is presently no fee for the receipt of wired funds, but the Fund
may charge shareholders for this service in the future.
ADDITIONAL INVESTMENTS
You may purchase additional shares of any Fund (subject to a $1,000
minimum) by mail, wire, or automatic investment. Each additional mail purchase
request must contain:
o your name
o the name of your account(s),
o your account number(s),
o the name of the Fund
o a check made payable to the Fund
Send your purchase request to the address listed above. A bank wire should be
sent as outlined above.
AUTOMATIC INVESTMENT PLAN
You may make regular investments in a Fund with an Automatic Investment
Plan by completing the appropriate section of the account application and
attaching a voided personal check. Investments may be made monthly to allow
dollar-cost averaging by automatically deducting $250 or more from your bank
checking account. You may change the amount of your monthly purchase at any
time.
DISTRIBUTION PLANS
Each Fund has adopted plans under Rule 12b-1 that allow the Fund to pay
distribution fees for the sale and distribution of its shares and allows the
Fund to pay for services provided to shareholders. Each Fund pays annual 12b-1
expenses of 1.00% (of which 0.75% is an asset based sales charge and 0.25% is a
service fee). Because these fees are paid out of each Fund's assets on an
on-going basis, over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges.
TAX SHELTERED RETIREMENT PLANS
Since the Funds are oriented to longer term investments, shares of the
Funds may be an appropriate investment medium for tax sheltered retirement
plans, including: individual retirement plans (IRAs); simplified employee
pensions (SEPs); SIMPLE plans; 401(k) plans; qualified corporate pension and
profit sharing plans (for employees); tax deferred investment plans (for
employees of public school systems and certain types of charitable
organizations); and other qualified retirement plans. Contact the Transfer agent
for the procedure to open an IRA or SEP plan and more specific information
regarding these retirement plan options. Please consult with your attorney or
tax adviser regarding these plans. You must pay custodial fees for your IRA by
redemption of sufficient shares of the Fund from the IRA unless you pay the fees
directly to the IRA custodian. Call the Transfer agent about the IRA custodial
fees.
HOW TO EXCHANGE SHARES
As a shareholder in any Fund, you may exchange shares valued at $5,000
or more for shares of any other Enhans RT Fund. You may call the transfer agent
at (800) ___-____ to exchange shares. An exchange may also be made by written
request signed by all registered owners of the account mailed to the address
listed above. Requests for exchanges received prior to close of trading on the
New York Stock Exchange (4:00 p.m. Eastern Time) will be processed at the next
determined net asset value (NAV) as of the close of business on the same day.
An exchange is made by selling shares of one Fund and using the proceeds
to buy shares of another Fund, with the NAV for the sale and the purchase
calculated on the same day. An exchange results in a sale of shares for federal
income tax purposes. If you make use of the exchange privilege, you may realize
either a long term or short term capital gain or loss on the shares sold.
Before making an exchange, you should consider the investment objective of
the Fund to be purchased. If your exchange creates a new account, you must
satisfy the requirements of the Fund in which shares are being purchased. You
may make an exchange to a new account or an existing account; however, the
account ownership must be identical. Exchanges may be made only in states where
an exchange may legally be made. The Funds reserve the right to terminate or
modify the exchange privilege at any time.
OTHER PURCHASE INFORMATION
Each Fund may limit the amount of purchases and refuse to sell to any
person. If your check or wire does not clear, you will be responsible for any
loss incurred by the Funds. If you are already a shareholder, the Funds can
redeem shares from any identically registered account in the Funds as
reimbursement for any loss incurred. You may be prohibited or restricted from
making future purchases in the Funds.
HOW TO REDEEM SHARES
You may receive redemption payments in the form of a check or federal
wire transfer. Presently there is no charge for wire redemptions; however, the
Funds may charge for this service in the future. Any charges for wire
redemptions will be deducted from the shareholder's Fund account by redemption
of shares. If you redeem your shares through a broker/dealer or other
institution, you may be charged a fee by that institution.
BY MAIL - You may redeem any part of your account in a Fund at no
charge by mail. Your request should be addressed to:
Ameriprime Advisors Trust
c/o Unified Fund Services, Inc.
P.O. Box 6110
Indianapolis, Indiana 46206-6110
"Proper order" means your request for a redemption must include:
o the Fund name and account number,
o account name(s) and address,
o the dollar amount or number of shares you wish to redeem.
Requests to sell shares are processed at the net asset value next
calculated after we receive your order in proper form. To be in proper order,
your request must be signed by all registered share owner(s) in the exact
name(s) and any special capacity in which they are registered. The Funds may
require that signatures be guaranteed by a bank or member firm of a national
securities exchange. Signature guarantees are for the protection of
shareholders. At the discretion of the Funds or Unified Fund Services, Inc., you
may be required to furnish additional legal documents to insure proper
authorization.
BY TELEPHONE - You may redeem any part of your account in a Fund by
calling the transfer agent at (800) ___-____. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the transfer agent and the custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.
The Funds may terminate the telephone redemption procedures at any
time. During periods of extreme market activity it is possible that shareholders
may encounter some difficulty in telephoning the Funds, although neither the
Funds nor the transfer agent has ever experienced difficulties in receiving and
in a timely fashion responding to telephone requests for redemptions or
exchanges. If you are unable to reach the Funds by telephone, you may request a
redemption or exchange by mail.
ADDITIONAL INFORMATION - If you are not certain of the requirements for
a redemption please call the transfer agent at (800) ___-____. Redemptions
specifying a certain date or share price cannot be accepted and will be
returned. You will be mailed the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take up to fifteen calendar days. Also, when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary weekend or holiday closing or under any emergency circumstances, as
determined by the Securities and Exchange Commission, the Funds may suspend
redemptions or postpone payment dates.
Because the Funds incur certain fixed costs in maintaining shareholder
accounts, each Fund may require you to redeem all of your shares in the Fund on
30 days' written notice if the value of your shares in the Fund is less than
$5,000 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax adviser concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30 day period. Your shares are subject to redemption
at any time if the Board of Trustees determines in its sole discretion that
failure to so redeem may have materially adverse consequences to all or any of
the shareholders of the Funds.
DETERMINATION OF NET ASSET VALUE
The price you pay for your shares is based on the applicable Fund's net
asset value per share (NAV). The NAV is calculated at the close of trading
(normally 4:00 p.m. Eastern time) on each day the New York Stock Exchange is
open for business (the Stock Exchange is closed on weekends, Federal holidays
and Good Friday). The NAV is calculated by dividing the value of the Fund's
total assets (including interest and dividends accrued but not yet received)
minus liabilities (including accrued expenses) by the total number of shares
outstanding.
The Funds' assets are generally valued at their market value. If market
prices are not available, or if an event occurs after the close of the trading
market that materially affects the values, assets may be valued by the Funds'
adviser at their fair value, according to procedures approved by the Funds'
board of trustees.
Requests to purchase and sell shares are processed at the NAV next
calculated after we receive your order in proper form.
DIVIDENDS, DISTRIBUTIONS AND TAXES
DIVIDENDS AND DISTRIBUTIONS
Each Fund typically distributes substantially all of its net investment
income in the form of dividends and taxable capital gains to its shareholders.
These distributions are automatically reinvested in the applicable Fund unless
you request cash distributions on your application or through a written request
to the Fund. Each Fund expects that its distributions will consist primarily of
short term capital gains.
TAXES
In general, selling or exchanging shares of a Fund and receiving
distributions (whether reinvested or taken in cash) are taxable events.
Depending on the purchase price and the sale price, you may have a gain or a
loss on any shares sold. Any tax liabilities generated by your transactions or
by receiving distributions are your responsibility. You may want to avoid making
a substantial investment when a Fund is about to make a long term capital gains
distribution because you would be responsible for any taxes on the distribution
regardless of how long you have owned your shares.
Early each year, the Funds will mail to you a statement setting forth
the federal income tax information for all distributions made during the
previous year. If you do not provide your taxpayer identification number, your
account will be subject to backup withholding.
The tax considerations described in this section do not apply to tax-deferred
accounts or other non-taxable entities. Because each investor's tax
circumstances are unique, please consult with your tax adviser about your
investment.
MANAGEMENT OF THE FUNDS
AExpert Advisory, Inc., 25 West King Street, Lancaster, Pennsylvania
17603, serves as investment adviser to the Funds. Clients of AExpert Advisory,
Inc. include individual investors, professional financial advisers, broker /
dealers, banks, insurance companies, pension and profit sharing plans,
foundations and non-profit organizations. Each Fund is authorized to pay the
adviser a fee equal to 1.65% of its average daily net assets.
Kenneth S. Ray is responsible for the day-to-day management of each
Fund. Mr. Ray has more than 23 years experience as a professional investment
manager. He spent 10 years with a national investment brokerage firm before
resigning as Vice President of Investments to form AExpert, Inc.. Investor
Service Intelligence Systems, predecessor to AExpert, Inc., was formed in 1986
to design, develop and implement computerized investment management systems. In
1990, following successful development of the computerized management systems,
AExpert Advisory, Inc. was formed to facilitate fee based investment management.
AExpert Advisory, Inc. managed client assets for an intentionally small number
of clients as a validation for its automated management systems. Following the
National Securities Improvement Act of 1996 (effective July, 1997) and the
rising popularity of the Internet, AExpert Advisory, Inc. began to make its
investment management services more widely available. Assets under management
have more than quadrupled in the last 2 years and by 3rd quarter, 1999, were in
excess of $60 million.
The adviser pays all of the operating expenses of each Fund except
brokerage, taxes, borrowing costs (such as interest and dividend expense of
securities sold short), interest, fees and expenses of non-interested person
trustees and extraordinary expenses and expenses incurred pursuant to Rule 12b-1
under the Investment Company Act of 1940. In this regard, it should be noted
that most investment companies pay their own operating expenses directly, while
the Fund's expenses, except those specified above, are paid by the adviser. The
adviser (not the Funds) may pay certain financial institutions (which may
include banks, brokers, securities dealers and other industry professionals) a
fee for providing distribution related services and/or for performing certain
administrative servicing functions for Fund shareholders to the extent these
institutions are allowed to do so by applicable statute, rule or regulation.
<PAGE>
FOR MORE INFORMATION
Several additional sources of information are available to you. The
Statement of Additional Information (SAI), incorporated into this prospectus by
reference, contains detailed information on Fund policies and operations. Annual
and semi-annual reports contain management's discussion of market conditions,
investment strategies and performance results as of the Funds' latest
semi-annual or annual fiscal year end.
Call the Funds at 800 __-____ to request free copies of the SAI and the
Funds' annual and semi-annual reports, to request other information about the
Funds and to make shareholder inquiries.
You may review and copy information about the Funds (including the SAI
and other reports) at the Securities and Exchange Commission (SEC) Public
Reference Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours
and operation. You may also obtain reports and other information about the Funds
on the EDGAR Database on the SEC's Internet site at http.//www.sec.gov, and
copies of this information may be obtained, after paying a duplicating fee, by
electronic request at the following e-mail address: [email protected], or by
writing the SEC's Public Reference Section of the SEC, Washington, D.C.
20549-0102.
Investment Company Act #811-09541
<PAGE>
Enhans RT Funds
Enhans RT SPDR Fund
Enhans RT Sector Fund
STATEMENT OF ADDITIONAL INFORMATION
February [ ], 2000
This Statement of Additional Information ("SAI") is not a prospectus.
It should be read in conjunction with the Prospectus of Enhans RT Funds dated
February [ ], 2000. A free copy of the Prospectus can be obtained by writing the
Transfer Agent at 431 North Pennsylvania Street, Indianapolis, Indiana 46204, or
by calling 1-800-441-6978.
TABLE OF CONTENTS PAGE
DESCRIPTION OF THE TRUST AND THE FUNDS.........................................
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
CONSIDERATIONS..........................................................
INVESTMENT LIMITATIONS.........................................................
THE INVESTMENT ADVISER ........................................................
TRUSTEES AND OFFICERS..........................................................
PORTFOLIO TRANSACTIONS AND BROKERAGE...........................................
DETERMINATION OF SHARE PRICE...................................................
INVESTMENT PERFORMANCE..........................................................
CUSTODIAN......................................................................
TRANSFER AGENT.................................................................
ACCOUNTANTS....................................................................
DISTRIBUTOR....................................................................
ADMINISTRATOR..................................................................
DESCRIPTION OF THE TRUST AND THE FUNDS
The Enhans RT SPDR Fund and the Enhans RT Sector Fund (each a "Fund" or
collectively, the "Funds") were organized as series of AmeriPrime Advisors Trust
(the "Trust") on December 22, 1999. The Enhans RT SPDR Fund is diversified. The
Enhans RT Sector Fund is non-diversified. The Trust is an open-end investment
company established under the laws of Ohio by an Agreement and Declaration of
Trust dated August 3, 1999 (the "Trust Agreement"). The Trust Agreement permits
the Trustees to issue an unlimited number of shares of beneficial interest of
separate series without par value. Each Fund is one of a series of funds
currently authorized by the Trustees. The investment adviser to each Fund is
AExpert Advisory, Inc. (the "Adviser").
The Funds do not issue share certificates. All shares are held in
non-certificate form registered on the books of the Funds and the Funds'
transfer agent for the account of the Shareholder. Each share of a series
represents an equal proportionate interest in the assets and liabilities
belonging to that series with each other share of that series and is entitled to
such dividends and distributions out of income belonging to the series as are
declared by the Trustees. The shares do not have cumulative voting rights or any
preemptive or conversion rights, and the Trustees have the authority from time
to time to divide or combine the shares of any series into a greater or lesser
number of shares of that series so long as the proportionate beneficial interest
in the assets belonging to that series and the rights of shares of any other
series are in no way affected. In case of any liquidation of a series, the
holders of shares of the series being liquidated and will been titled to receive
as a class a distribution out of the assets, net of the liabilities, belonging
to that series. Expenses attributable to any series are borne by that series.
Any general expenses of the Trust not readily identifiable as belonging to a
particular series are allocated by or under the direction of the Trustees in
such manner as the Trustees determine to be fair and equitable. No shareholder
is liable to further calls or to assessment by the Trust without his or her
express consent.
Prior to the public offering of the Funds AmeriPrime Financial
Securities, Inc1793 Kingswood Drive, Suite 200, Southlake, Texas 76092,
purchased all of the outstanding shares of the Funds and may be deemed to
control the Funds. As the controlling shareholder, AmeriPrime Financial
Securities, Inc. could control the outcome of any proposal submitted to the
shareholders for approval, including changes to a Fund's fundamental policies or
the terms of the management agreement with the Adviser. After the public
offering commences, it is anticipated that AmeriPrime Financial Securities, Inc.
will no longer control the Funds.
For information concerning the purchase and redemption of shares of the
Funds, see "How to Buy Shares" and "How to Redeem Shares" in the Funds'
Prospectus. For a description of the methods used to determine the share price
and value of each Fund's assets, see "Determination of Net Asset Value" in the
Funds' Prospectus and this Statement of Additional Information.
<PAGE>
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS
This section contains a discussion of some of the investments the Funds may make
and some of the techniques they may use.
A. Hedging Transactions. Each Fund may hedge all or a portion of its
portfolio investments through the use of futures contracts and options on
futures contracts. A stock index futures contract is a binding contractual
commitment which involves the payment or receipt of payments representing,
respectively, the loss or gain of a specified market index. Futures contracts
are traded on exchanges licensed and regulated by the Commodity Futures Trading
Commission. The Funds will be subject to any limitations imposed by the
exchanges with respect to futures contracts trading and positions. A clearing
corporation associated with the particular exchange assumes responsibility for
all purchases and sales and guarantees delivery and payment on the contracts.
Although most futures contracts call for actual delivery or acceptance of the
underlying securities or currency, in most cases the contracts are closed out
before settlement date without the making or taking of delivery. Closing out is
accomplished by entering into an offsetting transaction, which may result in a
profit or a loss. There is no assurance that a Fund will be able to close out a
particular futures contract.
A hedging strategy involving options and futures contracts
entails some risks. For example, the total premium paid for an option may be
lost if the Fund does not exercise the option or futures contract, or the writer
does not perform his obligations. It is also possible that the futures contracts
selected by the Fund will not follow the price movement of the underlying stock
index. If this occurs, the hedging strategy may not be successful.
The Funds will incur transactional costs in connection with
the hedging program. When a Fund purchases a futures contract, an amount of cash
and liquid assets will be deposited in a segregated account with the Trust's
Custodian to guarantee performance of the futures contract. The amount of such
deposits will depend upon the requirements of each exchange and broker and will
vary with each futures contract. Because open futures contract positions are
marked to market and gains and losses are settled on a daily basis, a Fund may
be required to deposit additional funds in such a segregated account if it has
incurred a net loss on its open futures contract positions on any day.
[The Trust has filed a supplemental notice of eligibility with
the Commodity Futures Trading Commission ("CFTC") to claim relief from
regulation as a commodity "pool" within the meaning of the CFTC's regulations.
In its filing, the Trust has represented that the Fund's transactions in futures
contracts will constitute bona fide hedging transactions within the meaning of
such regulations and that the Fund will enter into commitments which require as
deposits for initial margin for futures contracts no more than 5% of the fair
market value of its assets.]
B. Short Sales. Each Fund may sell a security short in anticipation of
a decline in the market value of the security. When a Fund engages in a short
sale, it sells a security which it does not own. To complete the transaction,
the Fund must borrow the security in order to deliver it to the buyer. The Fund
must replace the borrowed security by purchasing it at the market price at the
time of replacement, which may be more or less than the price at which the Fund
sold the security. The Fund will incur a loss as a result of the short sale if
the price of the security increases between the date of the short sale and the
date on which the Fund replaces the borrowed security. The Fund will realize a
profit if the security declines in price between those dates.
In connection with its short sales, each Fund will be required
to maintain a segregated account with its Custodian of cash or high grade liquid
assets equal to the market value of the securities sold less any collateral
deposited with its broker. Although not a principal strategy, the Enhans RT
Sector Fund may engage in short selling to a limited extent..
C. Securities Lending. Each Fund Fund may make long and short term
loans of its portfolio securities to parties such as broker-dealers, banks, or
institutional investors. Securities lending allows a Fund to retain ownership of
the securities loaned and, at the same time, to earn additional income. Since
there may be delays in the recovery of loaned securities, or even a loss of
rights in collateral supplied, should the borrower fail financially, loans will
be made only to parties whose creditworthiness has been reviewed and deemed
satisfactory by the Adviser. Furthermore, they will only be made if, in the
judgement of the Adviser, the consideration to be earned from such loans would
justify the risk.
The Adviser understands that it is the current view of the staff of the
Securities and Exchange Commission ("SEC") that a Fund may engage in loan
transactions only under the following conditions: (1) a Fund must receive 100%
collateral in the form of cash, cash equivalents (e.g., U.S. Treasury bills or
notes) or other high grade liquid debt instruments from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of the
collateral; (3) after giving notice, the Fund must be able to terminate the loan
at any time; (4) the Fund must receive reasonable interest on the loan or a flat
fee from the borrower, as well as amounts equivalent to any dividends, interest,
or other distributions on the securities loaned and to any increase in market
value; (5) the Fund may pay only reasonable custodian fees in connection with
the loan; and (6) the Board of Trustees must be able to vote proxies on the
securities loaned, either by terminating the loan or by entering into an
alternative arrangement with the borrower.
Cash received through loan transactions may be invested in any security
in which the Fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
INVESTMENT LIMITATIONS
Fundamental. The investment limitations described below have been
adopted by the Trust with respect to each Fund and are fundamental
("Fundamental"), i.e., they may not be changed without the affirmative vote of a
majority of the outstanding shares of each Fund. As used in the Prospectus and
the Statement of Additional Information, the term "majority" of the outstanding
shares of the Fund means the lesser of (1) 67% or more of the outstanding shares
of the Fund present at a meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented at such meeting; or
(2) more than 50% of the outstanding shares of the Fund. Other investment
practices which may be changed by the Board of Trustees without the approval of
shareholders to the extent permitted by applicable law, regulation or regulatory
policy are considered non-fundamental ("Non-Fundamental").
1. Borrowing Money. The Funds will not borrow money, except (a) from a
bank, provided that immediately after such borrowing there is an asset coverage
of 300% for all borrowings of the Funds; or (b) from a bank or other persons for
temporary purposes only, provided that such temporary borrowings are in an
amount not exceeding 5% of each Fund's total assets at the time when the
borrowing is made. This limitation does not preclude the Funds from entering
into reverse repurchase transactions, provided that the Funds have an asset
coverage of 300% for all borrowings and repurchase commitments of the Funds
pursuant to reverse repurchase transactions.
2. Senior Securities. The Funds will not issue senior securities. This
limitation is not applicable to activities that may be deemed to involve the
issuance or sale of a senior security by the Fund, provided that the Fund's
engagement in such activities is consistent with or permitted by the Investment
Company Act of 1940, as amended, the rules and regulations promulgated
thereunder or interpretations of the Securities and Exchange Commission or its
staff.
3. Underwriting. The Funds will not act as underwriter of securities
issued by other persons. This limitation is not applicable to the extent that,
in connection with the disposition of portfolio securities (including restricted
securities), the Fund may be deemed an underwriter under certain federal
securities laws.
4. Real Estate. The Funds will not purchase or sell real estate. This
limitation is not applicable to investments in marketable securities which are
secured by or represent interests in real estate. This limitation does not
preclude the Funds from investing in mortgage-related securities or investing in
companies engaged in the real estate business or that have a significant portion
of their assets in real estate (including real estate investment trusts).
5. Commodities. The Funds will not purchase or sell commodities unless
acquired as a result of ownership of securities or other investments. This
limitation does not preclude the Funds from purchasing or selling options or
futures contracts, from investing in securities or other instruments backed by
commodities or from investing in companies which are engaged in a commodities
business or have a significant portion of their assets in commodities.
6. Loans. The Funds will not make loans to other persons, except (a) by
loaning portfolio securities, (b) by engaging in repurchase agreements, or (c)
by purchasing nonpublicly offered debt securities. For purposes of this
limitation, the term "loans" shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.
7. Concentration. No Fund will invest 25% or more of its total assets
in a particular industry. This limitation is not applicable to investments in
obligations issued or guaranteed by the U.S. government, its agencies and
instrumentalities or repurchase agreements with respect thereto.
With respect to the percentages adopted by the Trust as maximum
limitations on its investment policies and limitations, an excess above the
fixed percentage will not be a violation of the policy or limitation unless the
excess results immediately and directly from the acquisition of any security or
the action taken. This paragraph does not apply to the borrowing policy set
forth in paragraph 1 above.
Notwithstanding any of the foregoing limitations, any investment
company, whether organized as a trust, association or corporation, or a personal
holding company, may be merged or consolidated with or acquired by the Trust,
provided that if such merger, consolidation or acquisition results in an
investment in the securities of any issuer prohibited by said paragraphs, the
Trust shall, within ninety days after the consummation of such merger,
consolidation or acquisition, dispose of all of the securities of such issuer so
acquired or such portion thereof as shall bring the total investment therein
within the limitations imposed by said paragraphs above as of the date of
consummation.
Non-Fundamental. The following limitations have been adopted by the
Trust with respect to each Fund and are Non-Fundamental (see "Investment
Restrictions" above).
1. Pledging. The Funds will not mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness, any assets of the Funds except as
may be necessary in connection with borrowings described in limitation (1)
above. Margin deposits, security interests, liens and collateral arrangements
with respect to transactions involving options, futures contracts, short sales
and other permitted investments and techniques are not deemed to be a mortgage,
pledge or hypothecation of assets for purposes of this limitation.
2. Borrowing. No Fund will purchase any security while borrowings
(including reverse repurchase agreements) representing more than one third of
its total assets are outstanding.
3. Margin Purchases. No Fund will purchase securities or evidences of
interest thereon on "margin." This limitation is not applicable to short term
credit obtained by a Fund for the clearance of purchases and sales or redemption
of securities, or to arrangements with respect to transactions involving
options, futures contracts, short sales and other permitted investments and
techniques.
4. Options. The Funds will not purchase or sell puts, calls, options or
straddles, except as described in the Funds' Prospectus or Statement of
Additional Information.
5. Illiquid Investments. The Funds will not invest in securities for
which there are legal or contractual restrictions on resale and other illiquid
securities.
6. Short Sales. The Funds will not effect short sales of securities except as
described in the Funds' Prospectus or Statement of Additional Information.
THE INVESTMENT ADVISER
The Funds' investment adviser is AExpert Advisory Inc., 25 West King
Street, Lancaster, Pennsylvania 17603. AExpert Advisory Inc. is a wholly owned
subsidiary of AExpert Inc. Kenneth S. Ray and Y W Kim may be deemed to control
AExpert Inc. due to their respective share of the ownership of AExpert Inc.
Under the terms of the management agreement (the "Agreement"), the
adviser manages the Funds' investments subject to approval of the Board of
Trustees and pays all of the expenses of the Funds except brokerage, taxes,
borrowing costs (such as interest and dividend expense of securities sold
short), interest, fees and expenses of non-interested person trustees and
extraordinary expenses.. As compensation for its management services and
agreement to pay the Funds' expenses, each Fund is obligated to pay the Adviser
a fee computed and accrued daily and paid monthly at an annual rate of 1.65% of
the average daily net assets of the Fund. The adviser may waive all or part of
its fee, at any time, and at its sole discretion, but such action shall not
obligate the adviser to waive any fees in the future.
The adviser retains the right to use the name "Enhans RT" in connection
with another investment company or business enterprise with which the adviser is
or may become associated. The Trust's right to use the name "Enhans RT"
automatically ceases ninety days after termination of the Agreement and may be
withdrawn by the adviser on ninety days written notice.
The adviser may make payments to banks or other financial institutions
that provide shareholder services and administer shareholder accounts. The
Glass-Steagall Act prohibits banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope of this
prohibition under the Glass-Steagall Act has not been clearly defined by the
courts or appropriate regulatory agencies, management of the Funds believes that
the Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law expressed herein and banks and financial institutions may be
required to register as dealers pursuant to state law. If a bank were prohibited
from continuing to perform all or a part of such services, management of the
Funds believes that there would be no material impact on the Fund or its
shareholders. Banks may charge their customers fees for offering these services
to the extent permitted by applicable regulatory authorities, and the overall
return to those shareholders availing themselves of the bank services will be
lower than to those shareholders who do not. Each Fund may from time to time
purchase securities issued by banks which provide such services; however, in
selecting investments for the Funds, no preference will be shown for such
securities.
TRUSTEES AND OFFICERS
The Board of Trustees supervises the business activities of the Trust.
The names of the Trustees and executive officers of the Trust are shown below.
Each Trustee who is an "interested person" of the Trust, as defined in the
Investment Company Act of 1940, is indicated by an asterisk.
<TABLE>
<S> <C> <C>
==================================== ---------------- ======================================================================
NAME, AGE AND ADDRESS POSITION PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
==================================== ---------------- ======================================================================
==================================== ---------------- ======================================================================
*Kenneth D. Trumpfheller President and President, Treasurer and Secretary of AmeriPrime Financial Services,
1793 Kingswood Drive and Trustee Financial Services, Inc., the Fund's administrator, and AmeriPrime
Suite 200 Financial Securities, Inc., the Fund's distributor, since 1994.
Southlake, Texas 76092 President and Trustee of AmeriPrime Funds and AmeriPrime Insurance
Trust. Prior to December, 1994, a senior client executive with SEI
Year of Birth: 1958 Financial Services
==================================== ---------------- ======================================================================
==================================== ---------------- ======================================================================
Paul Bellany Secretary, Secretary, Treasurer and Chief Financial Officer of AmeriPrime
1793 Kingswood Drive and Treasurer Financial Services, Inc. and AmeriPrime Financial Securities, Inc.;
Suite 200 Treasurer and Secretary of AmeriPrime Funds and AmeriPrime Insurance
Southlake, Texas 76092 Trust. Various positions with Fidelity Investments from 1987 to 1998;
most recently Fund Reporting Unit Manager
Year of Birth: 1959
==================================== ---------------- ======================================================================
==================================== ---------------- ======================================================================
Mark W. Muller Trustee Account Manager for Clarion Technologies, a manufacturer of
175 Westwood Drive manufacturer of automotive, heavy truck, and consumer
Suite 300 goods, from 1996 to present. From 1986 to 1996, an
Southlake, Texas 76092 engineer for Sicor, a telecommunication hardware company.
Year of Birth: 1964
==================================== ---------------- ======================================================================
==================================== ================ ======================================================================
Richard J. Wright, Jr. Trustee Various positions (most recently Program Manager) with Texas
8505 Forest Lane Texas Instruments, a technology company, from 1985 to present.
MS 8672
Dallas, Texas 75243
Year of Birth: 1962
==================================== ================ ======================================================================
</TABLE>
The following table estimates the Trustees' compensation for the first
full fiscal year. Trustee fees are Trust expenses and each series of the Trust
pays a portion of the Trustee fees.
<TABLE>
==================================== ----------------------- ==================================
<CAPTION>
AGGREGATE TOTAL COMPENSATION
==================================== ----------------------- ==================================
==================================== ----------------------- ==================================
<S> <C> <C>
Kenneth D. Trumpfheller 0 0
==================================== ----------------------- ==================================
==================================== ----------------------- ==================================
Mark W. Muller $6,000 $6,000
==================================== ----------------------- ==================================
==================================== ======================= ==================================
Richard J. Wright $6,000 $6,000
==================================== ======================= ==================================
</TABLE>
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Board of Trustees of the Trust,
the Adviser is responsible for each Fund's portfolio decisions and the placing
of each Fund's portfolio transactions. In placing portfolio transactions, the
Adviser seeks the best qualitative execution for each Fund, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received. Consistent with
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc., and subject to its obligation of seeking best qualitative execution, the
Adviser may give consideration to sales of shares of the Trust as a factor in
the selection of brokers and dealers to execute portfolio transactions.
The Adviser is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Funds and/or the other
accounts over which the Adviser exercises investment discretion and to pay such
brokers or dealers a commission in excess of the commission another broker or
dealer would charge if the Adviser determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of a particular transaction
or the Adviser's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.
Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Funds effect securities
transactions may also be used by the Advisr in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Adviser in connection with its services to the
Funds. Although research services and other information are useful to the Funds
and the , it is not possible to place a dollar value on the research and other
information received. It is the opinion of the Board of Trustees and the Adviser
that the review and study of the research and other information will not reduce
the overall cost to the Adviser of performing its duties to the Funds under the
Agreement.
Over-the-counter transactions will be placed either directly with
principal market makers or with broker-dealers, if the same or a better price,
including commissions and executions, is available. Fixed income securities are
normally purchased directly from the issuer, an underwriter or a market maker.
Purchases include a concession paid by the issuer to the underwriter and the
purchase price paid to a market maker may include the spread between the bid and
asked prices.
[To the extent that the Trust and another of the Adviser's clients seek
to acquire the same security at about the same time, the Trust may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Trust may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. On the other hand, if the same securities
are bought or sold at the same time by more than one client, the resulting
participation in volume transactions could produce better executions for the
Trust. In the event that more than one client wants to purchase or sell the same
security on a given date, the purchases and sales will normally be made by
random client selection.]
DETERMINATION OF SHARE PRICE
The price (net asset value) of the shares of each Fund is determined as
of 4:00 p.m., Eastern time on each day the Trust is open for business and on any
other day on which there is sufficient trading in each Fund's securities to
materially affect the net asset value. The Trust is open for business on every
day except Saturdays, Sundays and the following holidays: New Year's Day, Martin
Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas. For a description of the methods
used to determine the net asset value (share price), see "Determination of Net
Asset Value" in the Prospectus.
Securities which are traded on any exchange or on the NASDAQ
over-the-counter market are valued at the last quoted sale price. Lacking a last
sale price, a security is valued at its last bid price except when, in the
Fund's adviser's opinion, the last bid price does not accurately reflect the
current value of the security. All other securities for which over-the-counter
market quotations are readily available are valued at their last bid price. When
market quotations are not readily available, when the Fund's adviser determines
the last bid price does not accurately reflect the current value or when
restricted securities are being valued, such securities are valued as determined
in good faith by the Fund's adviser, subject to review of the Board of Trustees
of the Trust.
Fixed income securities generally are valued by using market
quotations, but may be valued on the basis of prices furnished by a pricing
service when the Fund's adviser believes such prices accurately reflect the fair
market value of such securities. A pricing service utilizes electronic data
processing techniques based on yield spreads relating to securities with similar
characteristics to determine prices for normal institutional-size trading units
of debt securities without regard to sale or bid prices. When prices are not
readily available from a pricing service, or when restricted or illiquid
securities are being valued, securities are valued at fair value as determined
in good faith by the Fund's adviser, subject to review of the Board of Trustees.
Short term investments in fixed income securities with maturities of less than
60 days when acquired, or which subsequently are within 60 days of maturity, are
valued by using the amortized cost method of valuation, which the Board has
determined will represent fair value.
INVESTMENT PERFORMANCE
Each Fund may periodically advertise "average annual total return."
"Average annual total return," as defined by the Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
for the period indicated that would equate the initial amount invested to the
ending redeemable value, according to the following formula:
P(1+T)n=ERV
Where: P = a hypothetical $1,000 initial investment
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the
applicable period of the hypothetical $1,000
investment made at the beginning of the
applicable period.
The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates and that a complete redemption
occurs at the end of the applicable period. If each Fund has been in existence
less than one, five or ten years, the time period since the date of the initial
public offering of shares will be substituted for the periods stated.
Each Fund may also advertise performance information (a
"non-standardized quotation") which is calculated differently from average
annual total return. A non-standardized quotation of total return may be a
cumulative return which measures the percentage change in the value of an
account between the beginning and end of a period, assuming no activity in the
account other than reinvestment of dividends and capital gains distributions. A
non-standardized quotation may also be an average annual compounded rate of
return over a specified period, which may be a period different from those
specified for average annual total return. In addition, a non-standardized
quotation may be an indication of the value of a $10,000 investment (made on the
date of the initial public offering of the Fund's shares) as of the end of a
specified period. These non-standardized quotations do not include the effect of
the applicable sales load which, if included, would reduce the quoted
performance. A non-standardized quotation of total return will always be
accompanied by the Fund's average annual total return as described above.
Each Fund's investment performance will vary depending upon market
conditions, the composition of that Fund's portfolio and operating expenses of
that Fund. These factors and possible differences in the methods and time
periods used in calculating non-standardized investment performance should be
considered when comparing each Fund's performance to those of other investment
companies or investment vehicles. The risks associated with each Fund's
investment objective, policies and techniques should also be considered. At any
time in the future, investment performance may be higher or lower than past
performance, and there can be no assurance that any performance will continue.
From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of any of the
Funds may be compared to indices of broad groups of unmanaged securities
considered to be representative of or similar to the portfolio holdings of the
Funds or considered to be representative of the stock market in general. These
may include the Standard & Poor's 500 Stock Index, the NASDAQ Composite Index or
the Dow Jones Industrial Average.
In addition, the performance of any of the Funds may be compared to
other groups of mutual funds tracked by any widely used independent research
firm which ranks mutual funds by overall performance, investment objectives and
assets, such as Lipper Analytical Services, Inc. or Morningstar, Inc. The
objectives, policies, limitations and expenses of other mutual funds in a group
may not be the same as those of any of the Funds. Performance rankings and
ratings reported periodically in national financial publications such as
Barron's and Fortune also may be used.
CUSTODIAN
Firstar Bank, N.A., 425 Walnut Street M.L 6118, Cincinnati, Ohio 45202,
is Custodian of the Funds' investments. The Custodian acts as the Funds'
depository, safekeeps its portfolio securities, collects all income and other
payments with respect thereto, disburses funds at the Funds' request and
maintains records in connection with its duties.
TRANSFER AGENT
Unified Fund Services, Inc. ("Unified"), 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, acts as the Funds' transfer agent and, in such
capacity, maintains the records of each shareholder's account, answers
shareholders' Inquiries concerning their accounts, processes purchases and
redemptions of the Funds' shares, acts as dividend and distribution disbursing
agent and performs other accounting and shareholder service functions. In
addition, Unified provides the Funds with fund accounting services, which
includes certain monthly reports, record-keeping and other management-related
services. For its services as fund accountant, Unified receives an annual fee
from the equal to 0.0275% of each Fund's assets up to $100 million (subject to
various monthly minimum fees, the maximum being $2,100 per month for assets of
$20 to $100 million).
ACCOUNTANTS
The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake,
Ohio 44145, has been selected as independent public accountants for the Funds
for the first fiscal year. McCurdy & Associates performs an annual audit of each
Fund's financial statements and provides financial, tax and accounting
consulting services as requested.
DISTRIBUTOR
AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, is the exclusive agent for distribution of shares of the
Funds. Kenneth D. Trumpfheller, a Trustee and Officer of the Trust, is an
affiliate of the Distributor. The Distributor is obligated to sell the shares of
the Funds on a best efforts basis only against purchase orders for the shares.
Shares of the Funds are offered to the public on a continuous basis.
ADMINISTRATOR
The Funds retain AmeriPrime Financial Services, Inc., 1793
Kingswood Drive, Suite 200, Southlake, TX 76092, (the "Administrator") to manage
the Funds' business affairs and provide the Funds with administrative services,
including all regulatory reporting and necessary office equipment, personnel and
facilities. [The Administrator receives a monthly fee from the Adviser equal to
an annual average rate of 01.0% of each Fund's average daily net assets up to
fifty million dollars, 0.075% of each Fund's average daily net assets from fifty
to one hundred million dollars and 0.050% of each fund's average daily net
assets over one hundred million dollars.]
<PAGE>
AMERIPRIME ADVISORS TRUST
PART C. OTHER INFORMATION
Item 23. Exhibits
(a) Articles of Incorporation. (i) Registrant's Agreement and Declaration
of Trust, which was filed as an Exhibit to Registrant's Registration
Statement, is hereby incorporated by reference.
(ii) Copy of Amendment No. 1 to Registrant's Declaration of
Trust, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 4, is hereby incorporated by reference.
(iii) Copy of Amendment No. 2 to Registrant's Declaration of Trust,
which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 4, is hereby incorporated by reference.
(b) By-laws. Registrant's By-laws, which were filed as an Exhibit to
Registrant's Registration Statement, are hereby incorporated by
reference.
(c) Instruments Defining Rights of Security Holder. None (other than in the
Declaration of Trust and By-laws of the Registrant).
(d) Investment Advisory Contracts.
(i) Registrant's Management Agreement with Stoneridge Investment
Partners, LLC for the Stoneridge Equity Fund, which was filed
as an Exhibit to Registrant's Pre-Effective Amendment No. 1,
is hereby incorporated by reference.
(ii) Registrant's Management Agreement with Stoneridge Investment
Partners, LLC for the Stoneridge Small Cap Equity Fund, which
was filed as an Exhibit to Registrant's Pre-Effective
Amendment No. 1, is hereby incorporated by reference.
(iii) Registrant's Management Agreement with Stoneridge Investment
Partners, LLC for the Stoneridge Bond Fund, which was filed as
an Exhibit to Registrant's Pre-Effective Amendment No. 1, is
hereby incorporated by reference.
(iv) Registrant's Management Agreement with Nashville Capital
Corporation for the Monteagle Opportunity Growth Fund, which
was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 3, is hereby incorporated by reference.
(v) Registrant's Management Agreement with Nashville Capital
Corporation for the Monteagle Value Fund, which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 3, is
hereby incorporated by reference.
(vi) Registrant's Management Agreement with Nashville Capital
Corporation for the Monteagle Large Cap Fund, which was filed
as an Exhibit to Registrant's Post-Effective Amendment No. 3,
is hereby incorporated by reference.
(vii) Registrant's Management Agreement with Nashville Capital
Corporation for the Monteagle Fixed Income Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment
No. 3, is hereby incorporated by reference.
(viii) Advisory Agreement for the Monteagle Opportunity Growth Fund,
which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 3, is hereby incorporated by reference.
(ix) Advisory Agreement for the Monteagle Value Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment
No. 3, is hereby incorporated by reference.
(x) Advisory Agreement for the Monteagle Large Cap Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment
No. 3, is hereby incorporated by reference.
(xi) Advisory Agreement for the Monteagle Fixed Income Fund, which
was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 3, is hereby incorporated by reference.
(xii) Registrant's Management Agreement with Ensemble Investments,
Inc. for the Ensemble Community Flagship Fund which was filed
as an Exhibit to Registrant's Post-Effective Amendment No. 4,
is hereby incorporated by reference.
(xiii) Registrant's Management Agreement with Ensemble Investments,
Inc. for the Ensemble Community Technology Fund which was
filed as an Exhibit to Registrant's Post-Effective Amendment
No. 4, is hereby incorporated by reference.
(xiv) Registrant's Management Agreement with Ensemble Investments,
Inc. for the Ensemble Partners Equity Fund which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 4, is
hereby incorporated by reference.
(xv) Registrant's Management Agreement with AExpert Advisory, Inc. for the
Enhans RT Sector Fund is filed herewith.
(xvi) Registrant's Management Agreement with AExpert Advisory, Inc. for the
Enhans RT SPDR Fund is filed herewith.
(e) Underwriting Contracts.
(i) Registrant's Underwriting Agreement with AmeriPrime Financial
Securities, Inc., which was filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference.
(ii) Registrant's form of Dealer Agreement to be supplied.
(iii) Amended Exhibit A to Underwriting Agreement, which was filed
as an Exhibit to Registrant's Post-Effective Amendment No. 4,
is hereby incorporated by reference.
(f) Bonus or Profit Sharing Contracts. None.
(g) Custodian Agreements.
Registrant's Custodian Agreement with Firstar Bank, N.A., which was
filed as an Exhibit to Registrant's Pre-Effective Amendment
No. 1, is hereby incorporated by reference.
(iii) Amended Appendix B to Custodian Agreement, which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 4, is
hereby incorporated by reference.
(h) Other Material Contracts. None.
(i) Legal Opinion. Opinion and Consent of Brown, Cummins & Brown Co.,
L.P.A. is filed herewith.
(j) Other Opinions. Consent of McCurdy & Associates CPA's, Inc. is filed
herewith.
(k) Omitted Financial Statements. None.
(l) Initial Capital Agreements. Letter of Initial Stockholder, which was
filed as an Exhibit to Registrant's Pre-Effective Amendment No. 1, is
hereby incorporated by reference.
(m) Rule 12b-1 Plan.
(i) Form of Registrant's Servicing Plan for the Enhans RT Funds is
filed herewith. (ii) Form of Registrant's Rule 12b-1 Plan of Distribution for
the Enhans RT Funds is filed herewith.
(n) Financial Data Schedule. None.
(o) Rule 18f-3 Plan. None.
(p) Power of Attorney.
(i) Power of Attorney for Registrant and Certificate with respect
thereto, which were filed as an Exhibit to Registrant's
Pre-Effective Amendment No. 1, are hereby incorporated by
reference.
(ii) Powers of Attorney for the Trustees and Officers, which were filed
as an Exhibit to Registrant's Pre-Effective Amendment No. 1, are
hereby incorporated by reference.
Item 24. Persons Controlled by or Under Common Control with the Funds
As of December 15, 1999, First Union National Bank, Trustee, owned 25.26% of the
StoneRidge Small Cap Fund, 92.02% of the StoneRidge Equity Fund and 99.82% of
the StoneRidge Bond Fund. As a result, the StoneRidge Small Cap Fund, StoneRidge
Equity Fund, and StoneRidge Bond Fund may be deemed to be under common control
Item 25. Indemnification
(a) Article VI of the Registrant's Declaration of Trust provides for
indemnification of officers and Trustees as follows:
Section 6.4 Indemnification of Trustees, Officers, etc. Subject to and except as
otherwise provided in the Securities Act of 1933, as amended, and the 1940 Act,
the Trust shall indemnify each of its Trustees and officers (including persons
who serve at the Trust's request as directors, officers or trustees of another
organization in which the Trust has any interest as a shareholder, creditor or
otherwise (hereinafter referred to as a "Covered Person") against all
liabilities, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and expenses, including
reasonable accountants' and counsel fees, incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or having been
such a Trustee or officer, director or trustee, and except that no Covered
Person shall be indemnified against any liability to the Trust or its
Shareholders to which such Covered Person would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office.
Section 6.5 Advances of Expenses. The Trust shall advance attorneys' fees or
other expenses incurred by a Covered Person in defending a proceeding to the
full extent permitted by the Securities Act of 1933, as amended, the 1940 Act,
and Ohio Revised Code Chapter 1707, as amended. In the event any of these laws
conflict with Ohio Revised Code Section 1701.13(E), as amended, these laws, and
not Ohio Revised Code Section 1701.13(E), shall govern.
Section 6.6 Indemnification Not Exclusive, etc. The right of indemnification
provided by this Article VI shall not be exclusive of or affect any other rights
to which any such Covered Person may be entitled. As used in this Article VI,
"Covered Person" shall include such person's heirs, executors and
administrators. Nothing contained in this article shall affect any rights to
indemnification to which personnel of the Trust, other than Trustees and
officers, and other persons may be entitled by contract or otherwise under law,
nor the power of the Trust to purchase and maintain liability insurance on
behalf of any such person.
The Registrant may not pay for insurance which protects the Trustees and
officers against liabilities rising from action involving willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of their offices.
(b) The Registrant may maintain a standard mutual fund and investment advisory
professional and directors and officers liability policy. The policy, if
maintained, would provide coverage to the Registrant, its Trustees and officers,
and could cover its Advisors, among others. Coverage under the policy would
include losses by reason of any act, error, omission, misstatement, misleading
statement, neglect or breach of duty.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the provisions of Ohio law and the Agreement and
Declaration of the Registrant or the By-Laws of the Registrant, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Trust in the successful defense of any action, suit or proceeding)
is asserted by such trustee, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
Item 26. Business and Other Connections of Investment Adviser
(a) Stoneridge Investment Partners, LLC ("Stoneridge"), 7 Great Valley Parkway,
Suite 290, Malvern, PA 19355, adviser to the Stoneridge Equity Fund, Stoneridge
Small Cap Equity Fund and Stoneridge Bond Fund, is a registered investment
adviser.
(i) Stoneridge has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each officer and member of Stoneridge is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisors Act (File No. 801-56755).
(b) Nashville Capital Corporation ("NCC"), 209 10th Avenue South, Suite 332,
Nashville, TN 37203, investment manager to the Monteagle Opportunity Growth
Fund, Monteagle Value Fund, Monteagle Large Cap Fund, Monteagle Fixed Income
Fund, is a registered investment adviser. (i)NCC has engaged in investment
banking and general management consulting in the health care industry since 1992
and has engaged in market investment advising to institutional investors since
1993.
(ii) Information with respect to each officer and member of NCC is incorporated
by reference to Schedule D of Form ADV filed by it under the Investment Advisors
Act (File No. 801-32593).
(c) Robinson Investment Group, Inc.("Robinson"), 5301 Virginia Way, Suite 150,
Brentwood, Tennessee 37027, adviser to the Monteagle Value Fund is a
registered investment adviser.
(i) Robinson has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each officer and director of Robinson is
incorporated by reference to Schedule D of Form ADV filed by it under
the Investment Advisors Act (File No. 801-51450)
(d) Howe and Rusling, Inc. ("Howe and Rusling"), 120 East Avenue, Rochester,
New York 14604, adviser to Monteagle Large Cap Fund and Monteagle Fixed
Income Fund is a registered investment adviser.
(i) Howe and Rusling has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each officer and director of Howe and
Rusling is incorporated by reference to Schedule D of Form ADV filed by
it under the Investment Advisors Act (File No. 801-294).
(e) T.H. Fitzgerald, Jr. ("Fitzgerald"), 180 Church Street, Naugatuck,
Connecticut 06770, adviser for the Monteagle Opportunity Growth Fund, is a
registered investment adviser.
(i) Fitzgerald has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each principal of Fitzgerald is
incorporated by reference to Schedule D of Form ADV filed by it under
the Investment Advisors Act (File 801-12196)
(f) Ensemble Investments, Inc. ("Ensemble"), 2010 N. First Street, San Jose,
California, adviser for the Ensemble Community Flagship Fund, Ensemble
Community Technology Fund and Ensemble Partners Equity Fund, has filed an
application to become a registered investment adviser.
(i) Ensemble has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each officer and director of Ensemble is
incorporated by reference to Schedule D of Form ADV filed by it under
The Investment Advisors Act [(File number to be supplied)].
(g) AExpert Advisory, Inc. ("AExpert"), 25 West King Street, Lancaster,
Pennsylvania 17603, adviser to Enhans RT Sector Fund and Enhans RT SPDR
Fund, is a registered investment adviser.
(i) AExpert has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each officer and director of AExpert is
incorporated by reference to Schedule D of Form ADV filed by it under
the Investment Advisers Act (File No. 801-43349).
Item 27. Principal Underwriters
(a) AmeriPrime Financial Securities, Inc. is the Registrant's principal
underwriter. Kenneth D. Trumpfheller, 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, is the President, Secretary and Treasurer of the
underwriter and the President and a Trustee of the Registrant. It is also the
underwriter for the AmeriPrime Funds, AmeriPrime Insurance Trust, the Kenwood
Funds, the Rockland Funds Trust, the TANAKA Funds, Inc. and the Grand Prix Fund.
(b) Information with respect to each director and officer of AmeriPrime
Financial Securities, Inc. is incorporated by reference to Schedule A of Form BD
filed by it under the Securities Exchange Act of 1934 (File No. 8-48143).
(c) Not applicable.
Item 28. Location of Accounts and Records
Accounts, books and other documents required to be maintained by Section 31(a)
of the Investment Company Act of 1940 and the Rules promulgated thereunder will
be maintained by the Registrant at 1793 Kingswood Drive, Suite 200, Southlake,
Texas 76092 and/or by the Registrant's Custodian, Firstar Bank, N.A., 425 Walnut
Street, Cincinnati, Ohio 45202, and/or by the Registrant's Transfer Agent,
Unified Fund Services, Inc., 431 North Pennsylvania Street, Indianapolis,
Indiana 46204.
Item 29. Management Services Not Discussed in Parts A or B
None.
Item 30. Undertakings
None.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio on the 29th day of
December, 1999.
AmeriPrime Advisors Trust
By: /s/_______________________________
Donald S. Mendelsohn
Attorney-in Fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
*By:/s/
Kenneth D. Trumpfheller,* Donald S. Mendelsohn
President and Trustee Attorney-in-Fact
December 29, 1999
Mark Muller,* Trustee
Richard Wright,* Trustee
Paul S. Bellany,* Treasurer
<PAGE>
EXHIBIT INDEX
1. Management Agreement for the Enhans RT Sector Fund.........EX-99.23.d.i
2. Management Agreement for the Enhans RT SPDR Fund..........EX-99.23.d.ii
3. Opinion of Counsel...........................................EX-99.23.i
4. Consent of Accountant........................................EX-99.23.j
5. Form of Servicing Plan for the Enhans RT Funds.............EX-99.23.m.i
6. Form of Rule 12b-1 Plan of Distribution for
the Enhans RT Funds.......................................EX-99.23.m.ii
MANAGEMENT AGREEMENT
TO: AExpert Advisory, Inc.
25 West King Street
Lancaster, Pennsylvania 17603
Dear Sirs:
AmeriPrime Advisors Trust (the "Trust") herewith confirms our agreement
with you.
The Trust has been organized to engage in the business of an investment
company. The Trust currently offers several series of shares to investors, one
of which is Enhans RT Sector Fund (the "Fund").
You have been selected to act as the sole investment adviser of the
Fund and to provide certain other services, as more fully set forth below, and
you are willing to act as such investment adviser and to perform such services
under the terms and conditions hereinafter set forth. Accordingly, the Trust
agrees with you as follows effective upon the date of the execution of this
Agreement.
1........ADVISORY SERVICES
.........You will regularly provide the Fund with such investment
advice as you in your discretion deem advisable and will furnish a continuous
investment program for the Fund consistent with the Fund's investment objectives
and policies. You will determine the securities to be purchased for the Fund,
the portfolio securities to be held or sold by the Fund and the portion of the
Fund's assets to be held uninvested, subject always to the Fund's investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect, and subject further to such policies and instructions as the
Board may from time to time establish. You will advise and assist the officers
of the Trust in taking such steps as are necessary or appropriate to carry out
the decisions of the Board and the appropriate committees of the Board regarding
the conduct of the business of the Fund.
2........ALLOCATION OF CHARGES AND EXPENSES
.........You will pay all operating expenses of the Fund, including the
compensation and expenses of any employees of the Fund and of any other persons
rendering any services to the Fund; clerical and shareholder service staff
salaries; office space and other office expenses; fees and expenses incurred by
the Fund in connection with membership in investment company organizations;
legal, auditing and accounting expenses; expenses of registering shares under
federal and state securities laws, including expenses incurred by the Fund in
connection with the organization and initial registration of shares of the Fund;
insurance expenses; fees and expenses of the custodian, transfer agent, dividend
disbursing agent, shareholder service agent, plan agent, administrator,
accounting and pricing services agent and underwriter of the Fund; expenses,
including clerical expenses, of issue, sale, redemption or repurchase of shares
of the Fund; the cost of preparing and distributing reports and notices to
shareholders, the cost of printing or preparing prospectuses and statements of
additional information for delivery to the Fund's current and prospective
shareholders; the cost of printing or preparing stock certificates or any other
documents, statements or reports to shareholders; expenses of shareholders'
meetings and proxy solicitations; advertising, promotion and other expenses
incurred directly or indirectly in connection with the sale or distribution of
the Fund's shares (excluding expenses which the Fund is authorized to pay
pursuant to Rule 12b-1 under the Investment Company Act of 1940, (the"1940 Act")
as amended); and all other operating expenses not specifically assumed by the
Fund.
.........The Fund will pay all brokerage fees and commissions, taxes,
borrowing costs (such as (a) interest and (b) dividend expenses on securities
sold short), interest, fees and expenses of the non-interested person trustees
and such extraordinary or non-recurring expenses as may arise, including
litigation to which the Fund may be a party and indemnification of the Trust's
trustees and officers with respect thereto. The Fund will also pay expenses
which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may
obtain reimbursement from the Fund, at such time or times as you may determine
in your sole discretion, for any of the expenses advanced by you, which the Fund
is obligated to pay, and such reimbursement shall not be considered to be part
of your compensation pursuant to this Agreement.
3........COMPENSATION OF THE ADVISER
.........For all of the services to be rendered and payments to be
made as provided in this Agreement, as of the last business day of each month,
the Fund will pay you a fee at the annual rate of 1.65% of the average value of
its daily net assets.
The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable provisions of the Declaration of Trust of
the Trust or a resolution of the Board, if required. If, pursuant to such
provisions, the determination of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the business day, or as of such other time
as the value of the Fund's net assets may lawfully be determined, on that day.
If the determination of the net asset value of the Fund has been suspended for a
period including such month, your compensation payable at the end of such month
shall be computed on the basis of the value of the net assets of the Fund as
last determined (whether during or prior to such month).
4........EXECUTION OF PURCHASE AND SALE ORDERS
.........In connection with purchases or sales of portfolio securities
for the account of the Fund, it is understood that you will arrange for the
placing of all orders for the purchase and sale of portfolio securities for the
account with brokers or dealers selected by you, subject to review of this
selection by the Board from time to time. You will be responsible for the
negotiation and the allocation of principal business and portfolio brokerage. In
the selection of such brokers or dealers and the placing of such orders, you are
directed at all times to seek for the Fund the best qualitative execution,
taking into account such factors as price (including the applicable brokerage
commission or dealer spread), the execution capability, financial responsibility
and responsiveness of the broker or dealer and the brokerage and research
services provided by the broker or dealer.
.........You should generally seek favorable prices and commission
rates that are reasonable in relation to the benefits received. In seeking best
qualitative execution, you are authorized to select brokers or dealers who also
provide brokerage and research services to the Fund and/or the other accounts
over which you exercise investment discretion. You are authorized to pay a
broker or dealer who provides such brokerage and research services a commission
for executing a Fund portfolio transaction which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if you determine in good faith that the amount of the commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker or dealer. The determination may be viewed in
terms of either a particular transaction or your overall responsibilities with
respect to the Fund and to accounts over which you exercise investment
discretion. The Fund and you understand and acknowledge that, although the
information may be useful to the Fund and you, it is not possible to place a
dollar value on such information. The Board shall periodically review the
commissions paid by the Fund to determine if the commissions paid over
representative periods of time were reasonable in relation to the benefits to
the Fund.
.........Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking best qualitative
execution as described above, you may give consideration to sales of shares of
the Fund as a factor in the
selection of brokers and dealers to execute Fund portfolio transactions.
.........Subject to the provisions of the 1940 Act, and other
applicable law, you, any of your affiliates or any affiliates of your affiliates
may retain compensation in connection with effecting the Fund's portfolio
transactions, including transactions effected through others. If any occasion
should arise in which you give any advice to clients of yours concerning the
shares of the Fund, you will act solely as investment counsel for such client
and not in any way on behalf of the Fund. Your services to the Fund pursuant to
this Agreement are not to be deemed to be exclusive and it is understood that
you may render investment advice, management and other services to others,
including other registered investment companies.
5........LIMITATION OF LIABILITY OF ADVISER
.........You may rely on information reasonably believed by you to be
accurate and reliable. Except as may otherwise be required by the 1940 Act or
the rules thereunder, neither you nor your shareholders, members, officers,
directors, employees, agents, control persons or affiliates of any thereof shall
be subject to any liability for, or any damages, expenses or losses incurred by
the Trust in connection with, any error of judgment, mistake of law, any act or
omission connected with or arising out of any services rendered under, or
payments made pursuant to, this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or gross
negligence on the part of any such persons in the performance of your duties
under this Agreement, or by reason of reckless disregard by any of such persons
of your obligations and duties under this Agreement.
.........Any person, even though also a director, officer, employee,
member, shareholder or agent of you, who may be or become an officer, director,
trustee, employee or agent of the Trust, shall be deemed, when rendering
services to the Trust or acting on any business of the Trust (other than
services or business in connection with your duties hereunder), to be rendering
such services to or acting solely for the Trust and not as a director, officer,
employee, member, shareholder or agent of you, or one under your control or
direction, even though paid by you.
6........DURATION AND TERMINATION OF THIS AGREEMENT
.........This Agreement shall take effect on the date of its execution,
and shall remain in force for a period of two (2) years from the date of its
execution, and from year to year thereafter, subject to annual approval by (i)
the Board or (ii) a vote of a majority of the outstanding voting securities of
the Fund, provided that in either event continuance is also approved by a
majority of the trustees who are not interested persons of you or the Trust, by
a vote cast in person at a meeting called for the purpose of voting such
approval.
.........This Agreement may, on sixty days written notice, be
terminated with respect to the Fund, at any time without the payment of any
penalty, by the Board, by a vote of a majority of the outstanding voting
securities of the Fund, or by you. This
Agreement shall automatically terminate in the event of its assignment.
7........USE OF NAME
.........The Trust and you acknowledge that all rights to the name
"Enhans RT" or any variation thereof belong to you, and that the Trust is being
granted a limited license to use such words in its Fund name or in any class
name. In the event you cease to be the adviser to the Fund, the Trust's right to
the use of the name "Enhans RT" shall automatically cease on the ninetieth day
following the termination of this Agreement. The right to the name may also be
withdrawn by you during the term of this Agreement upon ninety (90) days'
written notice by you to the Trust. Nothing contained herein shall impair or
diminish in any respect, your right to use the name "Enhans RT" in the name of,
or in connection with, any other business enterprises with which you are or may
become associated. There is no charge to the Trust for the right to use this
name.
8........AMENDMENT OF THIS AGREEMENT
.........No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this Agreement shall be
effective until approved by the Board, including a majority of the trustees who
are not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the series to which the amendment relates.
9........LIMITATION OF LIABILITY TO TRUST PROPERTY
.........The term "AmeriPrime Advisors Trust" means and refers to the
Trustees from time to time serving under the Trust's Declaration of Trust as the
same may subsequently thereto have been, or subsequently hereto be, amended. It
is expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the trustees and shareholders
of the Trust and signed by officers of the Trust, acting as such, and neither
such authorization by such trustees and shareholders nor such execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.
10.......SEVERABILITY
.........In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.
11.......QUESTIONS OF INTERPRETATION
.........(a) This Agreement shall be governed by the laws of the State
of Ohio.
.........(b) For the purpose of this Agreement, the terms "majority of
the outstanding voting securities," "control" and "interested person" shall have
their respective meanings as defined in the 1940 Act and rules and regulations
thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under the 1940 Act; and the term "brokerage
and research services" shall have the meaning given in the Securities Exchange
Act of 1934.
.........(c) Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the United
States courts or in the absence of any controlling decision of any such court,
by the Securities and Exchange Commission or its staff. In addition, where the
effect of a requirement of the 1940 Act, reflected in any provision of this
Agreement, is revised by rule, regulation, order or interpretation of the
Securities and Exchange Commission or its staff, such provision shall be deemed
to incorporate the effect of such rule, regulation, order or interpretation.
12.......NOTICES
.........Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust is
1793 Kingswood Drive, Southlake, Texas 76092, and your address for this purpose
shall be 25 West King Street, Lancaster, Pennsylvania 17603.
13.......COUNTERPARTS
.........This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
14.......BINDING EFFECT
.........Each of the undersigned expressly warrants and represents
that he has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his signature will operate to bind the party indicated
to the foregoing terms.
15.......CAPTIONS
.........The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.
.........If you are in agreement with the foregoing, please sign the
form of acceptance on the accompanying counterpart of this letter and return
such counterpart to the Trust, whereupon this letter shall become a binding
contract upon the date thereof.
......... Yours very truly,
ATTEST: .........
......... AmeriPrime Advisors Trust
By: __/s/ _________________________ By:______/s/_______________________
Monta B. Henry Kenneth D. Trumpfheller, President
Dated: December 28, 1999
ACCEPTANCE
The foregoing Agreement is hereby accepted.
ATTEST: .........
......... AExpert Advisory, Inc.
By:________________________________ By:_______/s/_____________________
Name/Title... Kenneth S. Ray, President
Dated: December 30, 1999
MANAGEMENT AGREEMENT
TO: AExpert Advisory, Inc.
25 West King Street
Lancaster, Pennsylvania 17603
Dear Sirs:
AmeriPrime Advisors Trust (the "Trust") herewith confirms our agreement
with you.
The Trust has been organized to engage in the business of an investment
company. The Trust currently offers several series of shares to investors, one
of which is Enhans RT SPDR Fund (the "Fund").
You have been selected to act as the sole investment adviser of the
Fund and to provide certain other services, as more fully set forth below, and
you are willing to act as such investment adviser and to perform such services
under the terms and conditions hereinafter set forth. Accordingly, the Trust
agrees with you as follows effective upon the date of the execution of this
Agreement.
1........ADVISORY SERVICES
.........You will regularly provide the Fund with such investment
advice as you in your discretion deem advisable and will furnish a continuous
investment program for the Fund consistent with the Fund's investment objectives
and policies. You will determine the securities to be purchased for the Fund,
the portfolio securities to be held or sold by the Fund and the portion of the
Fund's assets to be held uninvested, subject always to the Fund's investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect, and subject further to such policies and instructions as the
Board may from time to time establish. You will advise and assist the officers
of the Trust in taking such steps as are necessary or appropriate to carry out
the decisions of the Board and the appropriate committees of the Board regarding
the conduct of the business of the Fund.
2........ALLOCATION OF CHARGES AND EXPENSES
.........You will pay all operating expenses of the Fund, including the
compensation and expenses of any employees of the Fund and of any other persons
rendering any services to the Fund; clerical and shareholder service staff
salaries; office space and other office expenses; fees and expenses incurred by
the Fund in connection with membership in investment company organizations;
legal, auditing and accounting expenses; expenses of registering shares under
federal and state securities laws, including expenses incurred by the Fund in
connection with the organization and initial registration of shares of the Fund;
insurance expenses; fees and expenses of the custodian, transfer agent, dividend
disbursing agent, shareholder service agent, plan agent, administrator,
accounting and pricing services agent and underwriter of the Fund; expenses,
including clerical expenses, of issue, sale, redemption or repurchase of shares
of the Fund; the cost of preparing and distributing reports and notices to
shareholders, the cost of printing or preparing prospectuses and statements of
additional information for delivery to the Fund's current and prospective
shareholders; the cost of printing or preparing stock certificates or any other
documents, statements or reports to shareholders; expenses of shareholders'
meetings and proxy solicitations; advertising, promotion and other expenses
incurred directly or indirectly in connection with the sale or distribution of
the Fund's shares (excluding expenses which the Fund is authorized to pay
pursuant to Rule 12b-1 under the Investment Company Act of 1940, (the"1940 Act")
as amended); and all other operating expenses not specifically assumed by the
Fund.
.........The Fund will pay all brokerage fees and commissions, taxes,
borrowing costs (such as (a) interest and (b) dividend expenses on securities
sold short), interest, fees and expenses of the non-interested person trustees
and such extraordinary or non-recurring expenses as may arise, including
litigation to which the Fund may be a party and indemnification of the Trust's
trustees and officers with respect thereto. The Fund will also pay expenses
which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may
obtain reimbursement from the Fund, at such time or times as you may determine
in your sole discretion, for any of the expenses advanced by you, which the Fund
is obligated to pay, and such reimbursement shall not be considered to be part
of your compensation pursuant to this Agreement.
3........COMPENSATION OF THE ADVISER
.........For all of the services to be rendered and payments to be
made as provided in this Agreement, as of the last business day of each month,
the Fund will pay you a fee at the annual rate of 1.65% of the average value of
its daily net assets.
The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable provisions of the Declaration of Trust of
the Trust or a resolution of the Board, if required. If, pursuant to such
provisions, the determination of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the business day, or as of such other time
as the value of the Fund's net assets may lawfully be determined, on that day.
If the determination of the net asset value of the Fund has been suspended for a
period including such month, your compensation payable at the end of such month
shall be computed on the basis of the value of the net assets of the Fund as
last determined (whether during or prior to such month).
4........EXECUTION OF PURCHASE AND SALE ORDERS
.........In connection with purchases or sales of portfolio securities
for the account of the Fund, it is understood that you will arrange for the
placing of all orders for the purchase and sale of portfolio securities for the
account with brokers or dealers selected by you, subject to review of this
selection by the Board from time to time. You will be responsible for the
negotiation and the allocation of principal business and portfolio brokerage. In
the selection of such brokers or dealers and the placing of such orders, you are
directed at all times to seek for the Fund the best qualitative execution,
taking into account such factors as price (including the applicable brokerage
commission or dealer spread), the execution capability, financial responsibility
and responsiveness of the broker or dealer and the brokerage and research
services provided by the broker or dealer.
.........You should generally seek favorable prices and commission
rates that are reasonable in relation to the benefits received. In seeking best
qualitative execution, you are authorized to select brokers or dealers who also
provide brokerage and research services to the Fund and/or the other accounts
over which you exercise investment discretion. You are authorized to pay a
broker or dealer who provides such brokerage and research services a commission
for executing a Fund portfolio transaction which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if you determine in good faith that the amount of the commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker or dealer. The determination may be viewed in
terms of either a particular transaction or your overall responsibilities with
respect to the Fund and to accounts over which you exercise investment
discretion. The Fund and you understand and acknowledge that, although the
information may be useful to the Fund and you, it is not possible to place a
dollar value on such information. The Board shall periodically review the
commissions paid by the Fund to determine if the commissions paid over
representative periods of time were reasonable in relation to the benefits to
the Fund.
.........Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking best qualitative
execution as described above, you may give consideration to sales of shares of
the Fund as a factor in the
selection of brokers and dealers to execute Fund portfolio transactions.
.........Subject to the provisions of the 1940 Act, and other
applicable law, you, any of your affiliates or any affiliates of your affiliates
may retain compensation in connection with effecting the Fund's portfolio
transactions, including transactions effected through others. If any occasion
should arise in which you give any advice to clients of yours concerning the
shares of the Fund, you will act solely as investment counsel for such client
and not in any way on behalf of the Fund. Your services to the Fund pursuant to
this Agreement are not to be deemed to be exclusive and it is understood that
you may render investment advice, management and other services to others,
including other registered investment companies.
5........LIMITATION OF LIABILITY OF ADVISER
.........You may rely on information reasonably believed by you to be
accurate and reliable. Except as may otherwise be required by the 1940 Act or
the rules thereunder, neither you nor your shareholders, members, officers,
directors, employees, agents, control persons or affiliates of any thereof shall
be subject to any liability for, or any damages, expenses or losses incurred by
the Trust in connection with, any error of judgment, mistake of law, any act or
omission connected with or arising out of any services rendered under, or
payments made pursuant to, this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or gross
negligence on the part of any such persons in the performance of your duties
under this Agreement, or by reason of reckless disregard by any of such persons
of your obligations and duties under this Agreement.
.........Any person, even though also a director, officer, employee,
member, shareholder or agent of you, who may be or become an officer, director,
trustee, employee or agent of the Trust, shall be deemed, when rendering
services to the Trust or acting on any business of the Trust (other than
services or business in connection with your duties hereunder), to be rendering
such services to or acting solely for the Trust and not as a director, officer,
employee, member, shareholder or agent of you, or one under your control or
direction, even though paid by you.
6........DURATION AND TERMINATION OF THIS AGREEMENT
.........This Agreement shall take effect on the date of its execution,
and shall remain in force for a period of two (2) years from the date of its
execution, and from year to year thereafter, subject to annual approval by (i)
the Board or (ii) a vote of a majority of the outstanding voting securities of
the Fund, provided that in either event continuance is also approved by a
majority of the trustees who are not interested persons of you or the Trust, by
a vote cast in person at a meeting called for the purpose of voting such
approval.
.........This Agreement may, on sixty days written notice, be
terminated with respect to the Fund, at any time without the payment of any
penalty, by the Board, by a vote of a majority of the outstanding voting
securities of the Fund, or by you. This
Agreement shall automatically terminate in the event of its assignment.
7........USE OF NAME
.........The Trust and you acknowledge that all rights to the name
"Enhans RT" or any variation thereof belong to you, and that the Trust is being
granted a limited license to use such words in its Fund name or in any class
name. In the event you cease to be the adviser to the Fund, the Trust's right to
the use of the name "Enhans RT" shall automatically cease on the ninetieth day
following the termination of this Agreement. The right to the name may also be
withdrawn by you during the term of this Agreement upon ninety (90) days'
written notice by you to the Trust. Nothing contained herein shall impair or
diminish in any respect, your right to use the name "Enhans RT" in the name of,
or in connection with, any other business enterprises with which you are or may
become associated. There is no charge to the Trust for the right to use this
name.
8........AMENDMENT OF THIS AGREEMENT
.........No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this Agreement shall be
effective until approved by the Board, including a majority of the trustees who
are not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the series to which the amendment relates.
9........LIMITATION OF LIABILITY TO TRUST PROPERTY
.........The term "AmeriPrime Advisors Trust" means and refers to the
Trustees from time to time serving under the Trust's Declaration of Trust as the
same may subsequently thereto have been, or subsequently hereto be, amended. It
is expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the trustees and shareholders
of the Trust and signed by officers of the Trust, acting as such, and neither
such authorization by such trustees and shareholders nor such execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.
10.......SEVERABILITY
.........In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.
11.......QUESTIONS OF INTERPRETATION
.........(a) This Agreement shall be governed by the laws of the State
of Ohio.
.........(b) For the purpose of this Agreement, the terms "majority of
the outstanding voting securities," "control" and "interested person" shall have
their respective meanings as defined in the 1940 Act and rules and regulations
thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under the 1940 Act; and the term "brokerage
and research services" shall have the meaning given in the Securities Exchange
Act of 1934.
.........(c) Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the United
States courts or in the absence of any controlling decision of any such court,
by the Securities and Exchange Commission or its staff. In addition, where the
effect of a requirement of the 1940 Act, reflected in any provision of this
Agreement, is revised by rule, regulation, order or interpretation of the
Securities and Exchange Commission or its staff, such provision shall be deemed
to incorporate the effect of such rule, regulation, order or interpretation.
12.......NOTICES
.........Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust is
1793 Kingswood Drive, Southlake, Texas 76092, and your address for this purpose
shall be 25 West King Street, Lancaster, Pennsylvania 17603.
13.......COUNTERPARTS
.........This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
14.......BINDING EFFECT
.........Each of the undersigned expressly warrants and represents
that he has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his signature will operate to bind the party indicated
to the foregoing terms.
15.......CAPTIONS
.........The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.
.........If you are in agreement with the foregoing, please sign the
form of acceptance on the accompanying counterpart of this letter and return
such counterpart to the Trust, whereupon this letter shall become a binding
contract upon the date thereof.
......... Yours very truly,
ATTEST: .........
......... AmeriPrime Advisors Trust
By: ______/s/______________________ By:_______/s/______________________
Monta B. Henry Kenneth D. Trumpfheller, President
Dated: December 28, 1999
ACCEPTANCE
The foregoing Agreement is hereby accepted.
ATTEST: .........
......... AExpert Advisory, Inc.
By:_________________________________ By:_____/s/__________________________
Name/Title... Kenneth S. Ray, President
Dated: December 30, 1999
===================== ===================================== ====================
BROWN, CUMMINS & BROWN CO., L.P.A.
ATTORNEYS AND COUNSELORS AT LAW
3500 CAREW TOWER
J. W. BROWN (1911-1995) 441 VINE STREET JOANN M. STRASSER
JAMES R. CUMMINS CINCINNATI, OHIO 45202 AARON A. VANDERLAAN
ROBERT S BROWN TELEPHONE (513) 381-2121
DONALD S. MENDELSOHN TELECOPIER (513) 381-2125 OF COUNSEL
LYNNE SKILKEN GILBERT BETTMAN
AMY G. APPLEGATE
KATHRYN KNUE PRZYWARA
MELANIE S. CORWIN
====================== ==================================== ====================
December 29, 1999
AmeriPrime Advisors Trust
1793 Kingswood Drive
Southlake, Texas 76092
RE: AMERIPRIME ADVISORS TRUST, FILE NOS. 333-85083 AND 811-09541
Gentlemen:
This letter is in response to your request for our opinion in
connection with the filing of the Post-Effective Amendment No. 5 to the
Registration Statement of the AmeriPrime Advisors Trust (the "Trust".)
We have examined a copy of the Trust's Agreement and Declaration of
Trust, the Trust's By-Laws, the Trust's record of the various actions by the
Trustees thereof, and all such agreements, certificates of public officials,
certificates of officers and representatives of the Trust and others, and such
other documents, papers, statutes and authorities as we deem necessary to form
the basis of the opinion hereinafter expressed. We have assumed the genuineness
of the signatures and the conformity to original documents of the copies of such
documents supplied to us as original or photostat copies.
Based upon the foregoing, we are of the opinion that after
Post-Effective Amendment No. 5 is effective for purposes of federal and
applicable state securities laws, the shares of StoneRidge Bond Fund, StoneRidge
Small Cap Equity Fund, StoneRidge Equity Fund, Monteagle Opportunity Growth
Fund, Monteagle Value Fund, Monteagle Large Cap Fund, Monteagle Fixed Income
Fund, Enhans RT SPDR Fund, Enhans RT Sector Fund, Ensemble Community Flagship
Fund, Ensemble Community Technology Fund and Ensemble Partners Equity Fund, each
a series of the Trust, if issued in accordance with the then current Prospectus
and Statement of Additional Information of such Funds, will be legally issued,
fully paid and non-assessable.
We herewith give you our permission to file this opinion with the
Securities and Exchange Commission as an exhibit to Post-Effective Amendment No.
5 to the Registration Statement.
Very truly yours,
/s/
Brown, Cummins & Brown Co., L.P.A.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to all references to our
firm included in or made a part of this Post-Effective Amendment No. 5 to
AmeriPrime Advisors Trust's Registration Statement on Form N-1A (file No.
333-85083), including the reference to our firm under the heading "Accountants"
in the Statement of Additional Information.
/s/
- ----------------------------
McCurdy & Associates CPA's, Inc.
Westlake, Ohio
December 27, 1999
ENHANS RT [ ] FUND
SHAREHOLDER SERVICING PLAN
WHEREAS, AmeriPrime Advisors Trust, an Ohio business trust (the
"Trust"), engages in business as an open-end management investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares
of beneficial interest without par value (the "Shares"), which may be divided
into one or more series of Shares ("Series"); and
WHEREAS, the Trust currently offers several Series, one of which is
the Enhans RT [ ] Fund (the "Fund"); and
WHEREAS, the Trustees of the Trust have approved this Plan, in order
that the Fund may make payments to obtain certain personal services for
shareholders and/or the maintenance of shareholder accounts;
NOW THEREFORE, the Trust hereby adopts this Plan for the Fund, on the
following terms and conditions:
1. Shareholder Servicing. Subject to the supervision of the Trustees of the
Trust, the Fund may incur expenses for ----------------------payments made
to securities dealers or other financial intermediaries, financial
institutions, investment advisors and others ("Providers") that (a) hold
Shares of the Fund for shareholders in omnibus accounts or as shareholders
of record or provide shareholder support or administrative services to the
Fund and its shareholders or (b) render shareholder support services,
including, but not limited to, allocated overhead, office space and
equipment, telephone facilities and expenses, answering routine inquiries
regarding the Trust, processing shareholder transactions, and providing
such other shareholder services as the Trust may reasonably request. The
fees for the above described services are intended to be "service fees" for
purposes of Section 26(d) of the Rules of Fair Practice of the NASD. If the
NASD (or any successor to such rule) adopts a definition of "service fees"
that differs from the definition of service fees hereunder, the definition
of service fees hereunder shall be automatically amended, without further
action of the parties, to conform to such NASD definition.
2. Payments. The Fund shall pay the Fund's adviser (the
"Adviser") a monthly fee computed at an annual rate not to
exceed 0.25% of the average daily net asset value of the Fund
for payments made to Providers. Payments received by the
Adviser pursuant to this Plan are in addition to fees paid by
the Fund pursuant to the Management Agreement. Any payments
made by the Adviser to a Provider pursuant to this Plan will
be made in accordance with a "Shareholder Services Agreement"
entered into by the Provider and the Trust on behalf of the
Fund.
3. Term and Termination.
(a) This Plan shall become effective after approval by
majority votes of: (a) the Trust's Board of Trustees; and (b)
the members of the Board of the Trust who are not interested
persons of the Trust and have no direct or indirect financial
interest in the operation of the Plan or in any related
documents to the Plan ("Disinterested Trustees"), cast in
person at a meeting called for the purpose of voting on the
Plan.
(b) This Plan shall remain in effect for the period of one
year from the date determined pursuant to paragraph 3(a) above
and may be continued thereafter if this Plan is approved at
least annually by a majority of the Trust's Board of Trustees
and a majority of the Disinterested Trustees, cast in person
at a meeting called for the purpose of voting on such Plan.
(c) This Plan may be terminated at any time by the vote of a
majority of the Disinterested Trustees or by vote of a
majority of the outstanding voting securities (as defined in
the 1940 Act) of the Fund. If this Plan is terminated, the
Fund will not be required to make any payments for expenses
incurred after the date of termination.
4. Amendments. All material amendments to this Plan must be
approved in the manner provided for annual renewal of this
Plan in Section 3(b) hereof.
5. Selection and Nomination of Trustees. While this Plan is in
effect, the selection and nomination of Trustees who are not
interested persons (as defined in the 1940 Act) of the
Trust shall be committed to the discretion of the Trustees
who are not interested persons of the Trust.
6. Quarterly Reports. The Treasurer of the Trust shall provide to
the Trustees and the Trustees shall review, at least
quarterly, a written report of the amounts expended pursuant
to this Plan and any related agreement and the purposes for
which such expenditures were made.
7. Recordkeeping. The Trust shall preserve copies of this Plan
and any related agreement and all reports made pursuant to
Section 6 hereof, for a period of not less than six years from
the date of this Plan, the agreements or such reports, as the
case may be, the first two years in an easily accessible
place.
8. Limitation of Liability. A copy of the Agreement and
Declaration of Trust of the Trust is on file with the
Secretary of the State of Ohio and notice is hereby given that
this Plan is executed on behalf of the Trustees of the Trust
as trustees and not individually and that the obligations of
this instrument are not binding upon the Trustees, the
shareholders of the Trust individually or the assets or
property of any other series of the Trust, but are binding
only upon the assets and property of the Fund.
ENHANS RT [ ] FUND
PLAN OF DISTRIBUTION
PURSUANT TO RULE 12B-1
WHEREAS, AmeriPrime Advisors Trust, an Ohio business trust (the
"Trust"), engages in business as an open-end management investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares
of beneficial interest without par value (the "Shares"), which may be divided
into one or more series of Shares ("Series"); and
WHEREAS, the Trust currently offers several Series, one of which is the
Enhans RT SPDR Fund (the "Fund"); and
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are
not interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "Disinterested Trustees"), having determined, in
the exercise of reasonable business judgment and in light of their fiduciary
duties under state law and under Section 36(a) and (b) of the 1940 Act, that
there is a reasonable likelihood that this Plan will benefit the Fund and its
shareholders, have approved this Plan, by votes cast in person at a meeting
called for the purpose of voting hereon and on any agreements related hereto;
NOW THEREFORE, the Trust hereby adopts this Plan for the Fund, in
accordance with Rule 12b-1 under the 1940 Act, on the following terms and
conditions:
1. Distribution Activities. Subject to the supervision of the Trustees of the
Trust, the Trust may, directly or indirectly, ------------------------
engage in any activities related to the distribution of the Shares of the
Fund, which activities may include, but are not limited to, the following:
(a) payments, including incentive compensation, to securities dealers or
other financial intermediaries, financial institutions, investment advisors
and others that are engaged in the sale of Fund Shares, or that may be
advising shareholders of the Fund regarding the purchase, sale or retention
of Shares; (b) expenses of maintaining personnel (including personnel of
organizations with which the Trust has entered into agreements related to
this Plan) who engage in or support distribution of Fund Shares; (c) costs
of preparing, printing and distributing prospectuses and statements of
additional information and reports of the Fund for recipients other than
existing shareholders of the Fund; (d) costs of formulating and
implementing marketing and promotional activities, including, but not
limited to, sales seminars, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (e) costs of
preparing, printing and distributing sales literature; (f) costs of
obtaining such information, analyses and reports with respect to marketing
and promotional activities as the Trust may, from time to time, deem
advisable; and (g) costs of implementing and operating this Plan. The Trust
is authorized to engage in the activities listed above, and in any other
activities related to the distribution of Fund Shares, either directly or
through other persons with which the Trust has entered into agreements
related to this Plan.
2. Annual Fee. The Fund will pay the Fund's investment adviser ("the Adviser")
an annual fee for the Adviser's services in connection with the sales and
promotion of the Fund, including its expenses in connection therewith
(collectively, "Distribution Expenses"). The annual fee paid to the Adviser
under this Plan will be calculated daily and paid monthly by the Fund on
the first day of each month at an annual rate of 0.75% of the average daily
net assets of the Fund. Payments received by the Adviser pursuant to this
Plan are in addition to fees paid by the Fund pursuant to the Management
Agreement.
3. Term and Termination.
(a) This Plan shall become effective after approval by majority
votes of: (a) the Trust's Board of Trustees; and (b) the
Disinterested Trustees, cast in person at a meeting called for the
purpose of voting on the Plan.
(b) This Plan shall remain in effect for the period of one year
from the date determined pursuant to paragraph 3(a) above and may
be continued thereafter if this Plan is approved at least annually
by a majority of the Trust's Board of Trustees and a majority of
the Disinterested Trustees, cast in person at a meeting called for
the purpose of voting on such Plan.
(c) This Plan may be terminated at any time by the vote of a
majority of the Disinterested Trustees or by vote of a majority of
the outstanding voting securities (as defined in the 1940 Act) of
the Fund. If this Plan is terminated, the Fund will not be required
to make any payments for expenses incurred after the date of
termination.
4. Amendments. All material amendments to this Plan must be approved in the
manner provided for annual renewal of this Plan in Section 3(b)
hereof. In addition, this Plan may not be amended to increase
materially the amount of expenditures provided for in Section 2
hereof unless such amendment is approved by a vote of the majority
of the outstanding voting securities of the Fund (as defined in the
1940 Act).
5. Selection and Nomination of Trustees. While this Plan is in effect,
the selection andnomination of Trustees who are not interested
persons (as defined in the 1940 Act) of the Trust shall be
committed to the discretion of the Trustees who are not interested
persons of the Trust.
6. Quarterly Reports. The Treasurer of the Trust shall provide to the
Trustees and the Trustees shall review, at least quarterly, a
written report of the amounts expended pursuant to this Plan and
any related agreement and the purposes for which such expenditures
were made.
7. Recordkeeping. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 6
hereof, for a period of not less than six years from the date of
this Plan, the agreements or such reports, as the case may be, the
first two years in an easily accessible place.
8. Limitation of Liability. A copy of the Agreement and Declaration of
Trust of the Trust is on file with the Secretary of the State of
Ohio and notice is hereby given that this Plan is executed on
behalf of the Trustees of the Trust as trustees and not
individually and that the obligations of this instrument are not
binding upon the Trustees, the shareholders of the Trust
individually or the assets or property of any other series of the
Trust, but are binding only upon the assets and property of the
Fund.
