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. 14 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
OF 1940
Amendment No. 15 / 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:
It is proposed that this filing will become effective:
/_/ immediately upon filing pursuant to paragraph (b)
/_/on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/_/ on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/_/ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/_/this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
Enhans Funds
Prospectus dated January 1, 2001
Enhans RT 500 Fund
Enhans Master Investor Fund
25 West King Street
Lancaster, PA 17603
(888) 837-1784
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
RISK / RETURN SUMMARY.........................................................1
FEES AND EXPENSES OF INVESTING IN THE FUNDS...................................6
HOW TO BUY SHARES.............................................................7
HOW TO REDEEM SHARES..........................................................9
DETERMINATION OF NET ASSET VALUE.............................................10
DIVIDENDS, DISTRIBUTIONS AND TAXES...........................................10
MANAGEMENT OF THE FUNDS......................................................11
FINANCIAL HIGHLIGHTS...........................................................
FOR MORE INFORMATION.................................................BACK COVER
<PAGE>
RISK / RETURN SUMMARY
ENHANS RT 500 FUND
Investment Objective
The investment objective of the Enhans RT 500 Fund is capital
appreciation.
Principal Strategies
The Fund seeks to achieve its objective through the purchase, sale and
short sale of S&P Depositary Receipts (commonly referred to as SPDRs) and
purchase and sale of options on the S&P 500 Index. SPDRs are exchange-traded
shares that represent ownership in the SPDR Trust, an investment company which
was established to own the stocks included in the S&P 500 Index. The price and
dividend yield of SPDRs track the movement of the S&P 500 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. In other words, Market Minder determines
whether and to what extent the Fund purchases and sells SPDRs and options and/or
sells SPDRs short. The adviser developed Market Minder by applying an artificial
intelligence technology called "pattern recognition technology" to the S&P 500
Index.
o When the Market Minder predicts a flat market, the Fund will invest in
money market funds or other cash equivalents. During these periods, the
Fund may not achieve its objective of capital appreciation.
o 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 may be fully invested in SPDRs and, depending on the strength of the
anticipated market rise, may also buy call options or write put options on
the S&P 500 Index.
o 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 money
market funds or other cash equivalents. Depending on the strength of the
anticipated market decline, the Fund may also sell SPDRs short, and/or buy
put options or write call options on the S&P 500 Index. During these
periods the Fund's assets may be fully invested in short positions and/or
options, subject to the "coverage" requirements that apply to mutual funds.
o The automated Market Minder system generally makes all portfolio investment
decisions. 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 an increase in the value of the Index
causes the option to increase in value by more than the option premium the Fund
paid, the Fund will profit on the overall position. When the Fund writes (sells)
a call option, the Fund receives the option premium, but will lose money if an
increase in the value of the Index causes the Fund's costs to cover its
obligations upon exercise to increase by more than the option premium the Fund
received. The Fund will sell a call option only if it has purchased a call
option to cover the Fund's potential settlement obligation. For example, if the
Fund sells a call option with an exercise price of $50, the Fund will hold a
call option with a different expiration date and a strike price of $50 or less.
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 a decrease
in the value of the Index causes the option to increase in value by more than
the option premium the Fund paid. When the Fund writes (sells) put options, the
Fund receives the option premium, but will lose money if a decrease in the value
of the Index causes the Fund's costs to cover its obligations upon exercise to
increase by more than the option premium the Fund received. The Fund will sell a
put option only if it has purchased a put option to cover the Fund's potential
settlement obligation. For example, if the Fund sells a put option with an
exercise price of $50, the Fund will hold a put option with a different
expiration date and a strike price of $50 or more.
The adviser will engage in active trading of the Fund's portfolio
securities as a result of its strategy, the effects of which are described below
under "Turnover Risk." The term "RT" in the Fund's name stands for "real time"
trading and refers to the adviser's use of new technologies that permit
intra-day trading. Although there is no guarantee, the adviser believes that if
the Market Minder system is successful, the Fund may outperform the S&P 500
Index by profiting on both upward and downward price movements.
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 Market Minder
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 Market Risk. Overall stock market risks may also affect the value of the
Fund. If the general level of stock prices fall, so will the value of SPDR
because it represents an interest in a broadly diversified stock portfolio.
Factors such as domestic economic growth and market conditions, interest
rate levels, and political events affect the securities markets and could
cause the Fund's share price to fall.
o Issuer Risk. - The value of a security owned by the SPDR might decrease in
response to the activities and financial prospects of the issuer. If the
price of a security owned by the SPDR falls , so will the value of SPDR.
o Higher Expenses. The Fund will indirectly bear its proportionate share of
any fees and expenses paid by SPDRs in addition to the fees and expenses
payable directly by the Fund. Therefore, the Fund will incur higher
expenses, many of which may be duplicative.
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. Depending on market conditions, the Fund
may have difficulty purchasing the security sold short, and could be forced
to pay a premium for the security. You should be aware of the intrinsic
risk involved in the Fund and be cognizant that any strategy that includes
selling securities short can suffer significant losses. In addition, the
strategy may result in increased transaction costs and taxes that reduce
the Fund's return. 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). When the Fund sells covered call options,
it receives cash but limits its opportunity to profit from an increase in
the market value of the Index beyond the exercise price (plus the premium
received). When the Fund sells put options, the Fund receives the option
premium, but will lose money if a decrease in the value of the Index causes
the Fund's costs to cover its obligations upon exercise to increase by more
than the option premium the Fund received.
o Sector Risk. SPDRs have a heavy concentration in technology companies.
Technology companies may be significantly affected by falling prices and
profits and intense competition, and their products may be subject to rapid
obsolescence.
o Volatility Risk. The common stocks that comprise the S&P 500 Index tend to
be more volatile than other investment choices, and the Fund may be more or
less volatile than the S&P 500 Index.
o Turnover Risk. The Fund's investment strategy involves active trading and
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). A high portfolio turnover may result
in the distribution to shareholders of additional capital gains for tax
purposes, some of which may be taxable at ordinary rates.
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.
How the Fund has Performed
The bar chart below shows the Fund's total return for the calendar year
ended December 31, 2000. The performance table below shows how the Fund's
average annual total returns compare over time to those of a broad-based
securities market index. Of course, the Fund's past performance is not
necessarily an indication of its future performance.
(Total Return as of December 31)
[insert bar chart]
During the period shown, the highest return for a quarter was [ ]% ([ ]
quarter, 2000; and the lowest return was [ ]% ([ ] quarter, 2000).
Average Annual Total Returns for the periods ended 12/31/00:
One Year Since Inception1
-------- ----------------
The Fund [ ]% [ ]%
_________ Index [ ]% [ ]%
1December 30, 1999.
<PAGE>
ENHANS MASTER INVESTOR FUND
The investment objective of the Enhans Master Investor Fund is capital
appreciation.
Principal Strategies
The Fund seeks to achieve its objective through the purchase and sale
of publicly traded index products, and the sale of covered call options on those
index products. Index products own stocks included in a particular index and
changes in the price of the index product 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 which index products will be held in 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. The adviser determines when the Fund will sell covered call options
on index products.
Sector Minder predicts which index products will increase in price more
rapidly in the group of index products. It is not possible to predict which
sectors or countries Sector Minder will select and the Fund may invest in a
limited number of index products at any given time. This automated system
generally makes all portfolio investment decisions. However, the adviser may at
times deviate from the Sector Minder selections if necessitated by market
conditions. For example, the adviser may determine that there is insufficient
trading volume in a particular security and, therefore, may not fully (or
immediately) implement the recommendation. The adviser may also 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. The
adviser will engage in active trading of the Fund's portfolio securities as a
result of its strategy, the effects of which are described below under "Turnover
Risk."
Index products include S&P Depositary Receipts ("SPDRs"), DIAMONDS and
other exchange traded funds. SPDRs are exchange-traded traded shares that
represent ownership in the SPDR Trust, an investment company which was
established to own the stocks included in the S&P 500 Index. The price and
dividend yield of SPDRs track the movement of the S&P 500 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. These countries include both developed and less developed or emerging
markets. 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.
When the Fund invests in WEBS, it will be subject to the risks of foreign
investments.
Index products also include S&P MidCap 400 Depositary Receipts and
Nasdaq-100 Shares. These products invest in smaller capitalization companies and
are subject to the risks associated with smaller companies. The Fund may also
invest in 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. To the extent the
Fund invests in a sector product, the Fund is subject to the risks associated
with that sector. Additionally, the Fund will invest in new exchange traded
shares as they become available.
When the Fund writes (sells) a covered call option on an index product,
the purchaser of the option has the right to buy the underlying index product at
a predetermined price (exercise price) during the life of the option. If the
purchaser exercises the option, the Fund must sell the index product to the
purchaser at the exercise price. The option is "covered" because the Fund owns
the index product at the time it sells the option. As the seller of the option,
the Fund receives a premium from the purchaser of the call option.
Principal Risks of Investing in the Fund
o Management/Allocation Risk. The principal risk of the Fund is that the
adviser's strategy may not be successful. The Fund's performance depends
upon how its assets are allocated and reallocated among the various index
products. The Fund could be exposed to declining markets in certain index
products and/or could miss a market rise in other index products if the
adviser's Sector Minder system does not correctly predict market movements.
This could result in the Fund not performing as well as if the Market
Minder selected other investments. The Fund has no operating history and
the Fund's adviser has no prior experience managing the assets of a mutual
fund.
o Market Risk. Overall stock market risks may also affect the value of the
Fund. For example, if the general level of stock prices fall, so will the
value of the SPDR because it represents an interest in a broadly
diversified stock portfolio. Factors such as domestic and foreign economic
growth and market conditions, interest rate levels, and political events
affect the securities markets and could cause the Fund's share price to
fall.
o Higher Expenses. The Fund will indirectly bear its proportionate share of
any fees and expenses paid by the index products in which it invests in
addition to the fees and expenses payable directly by the Fund. Therefore,
the Fund will incur higher expenses, many of which may be duplicative.
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 or
group of companies. 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 Emerging Market Risk. All of the "foreign risks" described above are
heightened to the extent the Fund invests in WEBS of emerging foreign
markets. There may be greater social, economic and political uncertainty
and instability; more substantial governmental involvement in the economy;
less governmental supervision and regulation; unavailability of currency
hedging techniques; risk of companies that may be newly organized and
small; and less developed legal systems.
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. It
is not possible to predict the countries or sectors in which the Fund may
focus and, therefore, it is not possible to detail the risk factors of
particular countries or sectors that will be applicable to the Fund.
o Concentration Risk. The Fund may invest in index products that concentrate
their investments in a particular industry. An investment in such an index
product may be subject to greater market risk than an investment in an
index product that invests in a broad range of securities.
o Issuer Risk. - The value of a security owned by an index product might
decrease in response to the activities and financial prospects of the
issuer. If the price of a security owned by an index product falls , so
will the value of the index product.
o Liquidity Risk. Some of the index products in which the Fund invests are
subject to liquidity risk. Liquidity risk exists when an investment is
difficult to purchase or sell, possibly preventing the index product from
selling the illiquid security at an advantageous time or price. Index
products that invest in smaller companies, foreign securities or securities
with greater market risk are more likely to be illiquid.
o Option Risks. When the Fund sells covered call options on index products,
it receives cash but limits its opportunity to profit from an increase in
the market value of the index product beyond the exercise price (plus the
premium received).
o Volatility Risk. The common stocks that comprise the various index products
(and therefore the index products purchased by the Fund) tend to be more
volatile than other investment choices, and the Fund may be more or less
volatile than the index products it purchases.
o Turnover Risk. The Fund's investment strategy involves active trading and
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). A high portfolio turnover may result
in the distribution to shareholders of additional capital gains for tax
purposes, some of which may be taxable at ordinary rates.
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.
<PAGE>
How the Fund has Performed
The bar chart below shows the Fund's total return for the calendar year
ended December 31, 2000. The performance table below shows how the Fund's
average annual total returns compare over time to those of a broad-based
securities market index. Of course, the Fund's past performance is not
necessarily an indication of its future performance.
(Total Return as of December 31)
[insert bar chart]
During the period shown, the highest return for a quarter was [ ]% ([ ]
quarter, 2000; and the lowest return was [ ]% ([ ] quarter, 2000).
Average Annual Total Returns for the periods ended 12/31/00:
One Year Since Inception1
-------- ----------------
The Fund [ ]% [ ]%
_________ Index [ ]% [ ]%
1December 30, 1999.
General
The investment objective of each Fund may be changed without shareholder
approval.
From time to time, each Fund may take temporary defensive positions that
are inconsistent with the Fund's principal investment strategies, in attempting
to respond to adverse market, economic, political, or other conditions. For
example, a 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 a Fund invests in shares of another mutual fund, the shareholders of the Fund
generally will be subject to duplicative management fees. As a result of
engaging in these temporary measures, the 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.
The value Fund of your investment in a Fund is directly related to the
investment performance of the index product or products in which it invests and
the value of your Fund shares will go down if there is a decline in the
aggregate share value of an index product in which its invested. The performance
of the index product, in turn, depends upon the performance of the securities in
which these index products invest. Therefore, the risks of investing in a Fund
are closely related to the risks associated with the index products and their
investments.
The principal risks associated with the index products include the risk
that the equity securities in an index product will decline in value due to
factors affecting the issuing companies, their industries, or the equity markets
generally. They also include special risks associated with the particular sector
or countries in which the index product invests.
<PAGE>
FEES AND EXPENSES OF INVESTING IN THE FUNDS
The tables describe the fees and estimated expenses that you may pay if you buy
and hold shares of a Fund.
RT 500 RT Master
Shareholder Fees Fund Investor Fund
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases NONE NONE
Maximum Deferred Sales Charge (Load) NONE NONE
Redemption Fee NONE NONE
Annual Fund Operating Expenses1
(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 Expenses ____% ____%
Total Annual Fund Operating Expenses ____% ____%
1 Each Fund invest principally in exchange traded index products. To the extent
that a Fund invests in index products, the Fund will indirectly bear its
proportionate share of any fees and expenses paid by such index products, in
addition to the fees and expenses payable directly by the Fund. Therefore, to
the extent that a Fund invests in index products, the Fund will incur higher
expenses, many of which may be duplicative. These expenses will be borne by the
Fund, and are not included in the expenses reflected in the table above or
example below.
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:
1 Year 3 Years 5 Years 10 Years
RT 500 Fund $___ $___ $___ $___
Master Investor Fund $___ $____ $___ $___
<PAGE>
HOW TO BUY SHARES
Initial Purchase
The minimum initial investment in each Fund is $5,000 ($2000 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: Enhans Funds Overnight:Enhans 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 (888) 837-1784 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.# 821637766
Account Name _________________ (write in shareholder name)
For the Account # ______________ (write in account number)
You must mail a signed application to Unified Fund Services, Inc., the
Fund's transfer agnent, 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.
<PAGE>
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 either Fund, you may exchange shares valued at
$5,000 or more for shares of the other Enhans RT Fund. You may call the transfer
agent at (888) 837-1784 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
and risks 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.
The Funds have authorized certain broker-dealers and other financial
institutions (including their designated intermediaries) to accept on their
behalf purchase and sell orders. A Fund is deemed to have received an order when
the authorized person or designee accepts the order, and the order is processed
at the net asset value next calculated thereafter. It is the responsibility of
the broker-dealer or other financial institution to transmit orders promptly to
the Funds' transfer agent.
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:
Enhans Funds
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 (888) 837-1784. 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 (888) 837-1784. 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. The Fund may own securities that are traded primarily on
foreign exchanges that trade on weekends or other days the Fund does not price
its shares. As a result, the NAV of the Fund may change on days when you will
not be able to purchase or redeem your shares of the Fund.
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.
<PAGE>
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. During the period December 30, 1999
(commencement of operations) through August 31, 2000 each Fund paid the
investment manager a fee equal to [ ]% 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 as a broker with Dean Witter Reynolds Securities
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. [Udate:Assets under
management have more than quadrupled in the last 2 years and by 3rd quarter,
1999, were in excess of $60 million.] Mr. Ray manages equity accounts for
individual and institutional clients, with a focus on investment in mutual
funds.
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
each 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.
FINANCIAL HIGHLIGHTS
The following table is intended to help you better understand the Fund's
financial performance since its inception. Certain information reflects
financial results for a single Fund share. The total returns represent the rate
you would have earned (or lost) on an investment in the Fund, assuming
reinvestment of all dividends and distributions. This information has been
audited by McCurdy & Associates CPA's, Inc., whose report, along with the Fund's
financial statements, are included in the Fund's annual report, which is
available upon request.
[to be supplied by subsequent amendment]
<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 (888) 837-1784 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
Monteagle Opportunity Growth Fund
Prospectus dated January 1, 2001
209 10th Ave. South, Suite 332
Nashville, Tennessee 37203
(800) 459-9084
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
RISK/ RETURN SUMMARY............................................................
FEES AND EXPENSES OF INVESTING IN THE FUND......................................
HOW TO BUY SHARES...............................................................
HOW TO REDEEM SHARES............................................................
DETERMINATION OF NET ASSET VALUE................................................
DIVIDENDS, DISTRIBUTIONS AND TAXES..............................................
MANAGEMENT OF THE FUND..........................................................
FINANCIAL HIGHLIGHTS............................................................
FOR MORE INFORMATION..................................................BACK COVER
<PAGE>
RISK / RETURN SUMMARY
Investment Objective
The investment objective of the Monteagle Opportunity Growth Fund is long
term growth of capital.
Principal Strategies
The Fund seeks to achieve its objective by investing in "growth stocks."
These are stocks that the Fund's adviser believes demonstrate accelerating cash
flows, profit margins and/or revenues. The adviser emphasizes companies where
management and/or large outside investors (such as banks, insurance companies
and mutual funds) are buyers or owners of the stock or where the company itself
is repurchasing its own shares on the open market. These are the "Informed
Investors."
Common sense suggests that the Informed Investors of the corporate world
are far closer to the day-to-day activities of the companies they own or manage
and are often in a much more informed position to gauge the long term effects
certain publicly disclosed information or developments may have on the future
price of their company's stock. Similar factors determine when a security is
sold. For example, a stock may be sold if there are changes in trading activity
by Informed Investors or changes in the company's fundamentals, such as
decelerating earnings or material changes in the debt-equity ratio of the
company.
The Fund invests primarily in common stocks of medium and large
capitalization U.S. companies (those with market capitalizations, at the time of
purchase, of $1 billion or more). Although the Fund will not concentrate in any
one industry, it is anticipated that the Fund's portfolio will focus on a small,
select group of industries ("growth industries") which the Fund's adviser
believes offer superior growth opportunities based on overall economic trends.
The Fund is a non-diversified fund, which means that the Fund may take larger
positions in a small number of companies than a diversified fund. The Fund may
also have a high level of portfolio turnover.
Principal Risks of Investing in the Fund
o Management Risk. The strategy used by the Fund's adviser may fail to
produce the intended results.
o Company Risk. The value of the Fund may decrease in response to the
activities and financial prospects of an individual company in the Fund's
portfolio. The value of an individual company can be more volatile than the
market as a whole.
o Market Risk. Overall stock market risks may also affect the value of the
Fund. Factors such as domestic economic growth and market conditions,
interest rate levels and political events affect the securities markets.
o Volatility Risk. Common stocks tend to be more volatile than other
investment choices. Because the Fund will emphasize various growth
industries, the value of your shares is likely to be more volatile than a
fund that invests in a broader range of industries.
o Non-Diversification Risk. As a non-diversified fund, the Fund's portfolio
may at times focus on a limited number of companies and will be subject to
substantially more investment risk and potential for volatility than a
diversified fund.
o Turnover Risk. The Fund's investment strategy may result in a high
portfolio turnover rate. A high portfolio turnover would 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 The Fund has limited operating history and the Fund's investment manager
has no prior experience managing the assets of a mutual fund.
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.
Is the Fund right for You?
The Fund may be a suitable investment for:
o long term investors seeking a fund with a growth investment strategy
o investors who can tolerate the greater risks associated with common stock
investments
o investors willing to accept greater price fluctuations than typically found
with a common stock mutual fund
General
The Fund may from time to time take temporary defensive positions that are
inconsistent with the Fund's principal investment strategies in attempting to
respond to adverse market, economic, political, or other conditions. For
example, the Fund may hold all or a portion of its assets in money market
instruments, securities of 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
objectives.
The investment objective and strategies of the Fund may be changed without
shareholder approval.
How the Fund has Performed
The bar chart below shows the Fund's total return for the calendar year
ended December 31, 2000. The performance table below shows how the Fund's
average annual total returns compare over time to those of a broad-based
securities market index. Of course, the Fund's past performance is not
necessarily an indication of its future performance.
(Total Return as of December 31)
[insert bar chart]
During the period shown, the highest return for a quarter was [ ]% ([ ]
quarter, 2000; and the lowest return was [ ]% ([ ] quarter, 2000).
Average Annual Total Returns for the periods ended 12/31/00:
One Year Since Inception1
-------- ----------------
The Fund [ ]% [ ]%
_________ Index [ ]% [ ]%
1December 20, 1999.
<PAGE>
FEES AND EXPENSES OF THE FUND
The tables describe the fees and estimated expenses that you may pay if
you buy and hold shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases NONE
Maximum Deferred Sales Charge (Load) NONE
Redemption Fee NONE
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fee 1.33%
Distribution and/or Service (12b-1) Fees NONE
Other Expenses [ ]%
Total Annual Fund Operating Expenses [ ]%
Example:
The example below is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example uses the
same assumptions as other mutual fund prospectuses: a $10,000 initial investment
for the time periods indicated, reinvestment of dividends and distributions, 5%
annual total return, constant operating expenses, and sale of all shares at the
end of each time period. Although your actual expenses may be different, based
on these assumptions your costs will be:
1 Year 3 Years 5 Years 10 Years
$---- $--- $--- $---
HOW TO BUY SHARES
Initial Purchase
The minimum initial investment in the Fund is $25,000 ($1,500 for
qualified retirement accounts and medical savings accounts). 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 Fund;
Mail the application and check to:
<TABLE>
<S> <C>
U.S. Mail: Monteagle Opportunity Growth Fund Overnight: Monteagle Opportunity Growth Fund
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
</TABLE>
By Wire
You may also purchase shares of the Fund by wiring federal funds from your
bank, which may charge you a fee for doing so. To wire money, you must call
Unified Fund Services, Inc., the Fund's transfer agent, at (800)-459-9084 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: Monteagle Opportunity Growth Fund
D.D.A.# 821637709
Fund Name ___________________ (write in fund name) Account Name
_________________(write in shareholder name) For the Account #
____________(write in account number)
You must mail a signed application to Unified Fund Services, Inc., the
Fund's transfer agent, at the above address in order to complete your initial
wire purchase. Wire orders will be accepted only on a day on which the Fund,
custodian and transfer agent are open for business. A wire purchase will not be
considered made until the wired money is received and the purchase is accepted
by the Fund. Any delays which may occur in wiring money, including delays which
may occur in processing by the banks, are not the responsibility of the Fund or
the Transfer agent. There is presently no fee for the receipt of wired funds,
but the Fund may charge shareholders for this service in the future.
Additional Investments
You may purchase additional shares of the Fund (subject to a $500 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 the Fund with an Automatic Investment
Plan by completing the appropriate section of the account application and
attaching a voided personal check. Investments may be made monthly to allow
dollar-cost averaging by automatically deducting $250 or more from your bank
checking account. You may change the amount of your monthly purchase at any
time.
Tax Sheltered Retirement Plans
Since the Fund is oriented to longer term investments, shares of the Fund
may be an appropriate investment medium for tax sheltered retirement plans,
including: individual retirement plans (IRAs); simplified employee pensions
(SEPs); SIMPLE plans; 401(k) plans; qualified corporate pension and profit
sharing plans (for employees); tax deferred investment plans (for employees of
public school systems and certain types of charitable organizations); and other
qualified retirement plans. 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 the Fund, you may exchange shares valued at $25,000 or
more for shares of any other Monteagle Fund. You may call the transfer agent at
(800) 459-9084 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
The 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 Fund. If you are already a shareholder, the Fund can redeem
shares from any identically registered account in the Fund as reimbursement for
any loss incurred. You may be prohibited or restricted from making future
purchases in the Fund.
The Fund has authorized certain broker-dealers and other financial
institutions (including their designated intermediaries) to accept on their
behalf purchase and sell orders. The Fund is deemed to have received an order
when the authorized person or designee accepts the order, and the order is
processed at the net asset value next calculated thereafter. It is the
responsibility of the broker-dealer or other financial institution to transmit
orders promptly to the Fund's transfer agent.
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 Fund
may charge for this service in the future. Any charges for wire redemptions will
be deducted from your 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 the Fund at no
charge by mail. Your request should be addressed to:
Monteagle Opportunity Growth Fund
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 Fund 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 Fund 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 the Fund by calling
the transfer agent at (800) 459-9084. 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 Fund 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 Fund, although neither the Fund nor
the transfer agent has ever experienced difficulties in receiving and in a
timely fashion responding to telephone requests for redemptions or exchanges. If
you are unable to reach the Fund by telephone, you may request a redemption or
exchange by mail.
Additional Information - If you are not certain of the requirements for a
redemption please call the transfer agent at (800) 459-9084. 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 Fund may suspend
redemptions or postpone payment dates.
Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the 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
$25,000 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 Fund.
DETERMINATION OF NET ASSET VALUE
The price you pay for your shares is based on the 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 Fund's 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 Fund's
adviser at their fair value, according to procedures approved by the Fund's
Board of Trustees. When determining fair value, factors considered include the
type of security, the nature of restrictions on disposition of the security,
constant date of purchase, information as to any transactions or offers with
respect to the security, existence of merger proposals or lender offers
affecting the security, price and extent of public trading in similar securities
of the issuer or comparable companies, and other relevant matters.
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
The Fund typically distributes substantially all of its net investment
income in the form of dividends and taxable capital gains to its shareholders.
These distributions are automatically reinvested in the Fund unless you request
cash distributions on your application or through a written request to the Fund.
Dividends paid by the Fund may be eligible in part for the dividends received
deduction for corporations.
Taxes
In general, selling or exchanging shares of the 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 the Fund is about to make a 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 Fund 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 FUND
Nashville Capital Corporation, 209 10th Avenue South, Suite 332, Nashville
TN 37203, serves as investment manager to the Fund. In this capacity, Nashville
Capital advises and assists the officers of the Trust in conducting the business
of the Fund and is responsible for providing general investment advice and
guidance to the Fund, although the investment manager has delegated
responsibility for the selection and ongoing monitoring of the securities in the
Fund's investment portfolio to T.H Fitzgerald Jr. (d/b/a T.H. Fitzgerald & Co.).
Nashville Capital was formed in 1986 and, as of January 1, 2001, managed assets
of approximately $____ million for financial institutions.
The Fund is authorized to pay the investment manager an annual fee equal
to 1.35% of net assets up to $25 million, 1.30% of net assets from $25 million
up to $50 million, 1.18% of net assets from $50 million up to $100 million, and
1.10% of net assets of $100 million and greater.
The investment manager pays all of the operating expenses of the Fund
except brokerage, taxes, borrowing costs, fees and expenses of non-interested
person trustees and extraordinary expenses. In this regard, it should be noted
that most investment companies pay their own operating expenses directly, while
the Funds expenses, except those specified above, are paid by the investment
manager. The investment manager (not the Fund) may pay certain financial
institutions (which may include banks, brokers, securities dealers and other
industry professionals) a fee for providing distribution related services and/or
for performing certain administrative servicing functions for Fund shareholders
to the extent these institutions are allowed to do so by applicable statute,
rule or regulation.
During the period December 20, 1999 (commencement of operations) through
August 31, 2000 the Fund paid the investment manager a fee equal to [ ]% of its
average daily net assets.
The investment manager has retained T.H. Fitzgerald, Jr. (d/b/a T.H.
Fitzgerald & Co.), 180 Church Street, Naugatuck, CT 06770, to serve as the
adviser to the Opportunity Growth Fund. The firm has been owner-managed since
its founding in 1959. In 1982, Mr. Fitzgerald accepted his first institutional
investment management account, a Fortune 500 corporate pension plan. Since then,
he has directed the firm's resources exclusively to the management of large
institutional accounts and, as of January 1, 2001, managed nearly $____ million.
T.H. Fitzgerald accepts no individual or private accounts, regardless of size.
The Monteagle Opportunity Growth Fund offers the individual investor with access
to the firms proprietary "Informed Investors" strategy. Mr. Fitzgerald has been
primarily responsible for the day to day management of the Fund since inception.
Nashville Capital has agreed to pay T.H. Fitzgerald & Co. an annual advisory fee
equal to 0.70% of net assets up to $25 million, 0.60% of net assets from $25%
million up to $50 million, 0.45% of net assets from $50 million up to $100
million, and 0.40% of net assets of $100 million and greater.
The Adviser's Prior Performance
The adviser has been managing equity accounts for its clients since 1982.
The performance of the accounts with investment objectives, policies and
strategies substantially similar to those of the Fund appears below. The data is
provided to illustrate past performance of the adviser in managing such
accounts, as compared to the S&P 500 Index. T. H. Fitzgerald, Jr., the person
responsible for the performance below, is also responsible for the investment
management of the Fund.
The performance of the accounts managed by the adviser does not
represent the historical performance of the Fund and should not be considered
indicative of future performance of the Fund. Results may differ because of,
among other things, differences in brokerage commissions, account expenses,
(including management fees, the size of positions taken in relation to account
size and diversification of securities), timing of purchases and sales,
availability of cash for new investments and the private character of accounts
compared with the public character of the Fund. In addition, the managed
accounts are not subject to certain investment limitations, diversification
requirements, and other restrictions imposed by the Investment Company Act and
the Internal Revenue Code which, if applicable, may have adversely affected the
performance results of the managed accounts. The results for different periods
may vary.
<TABLE>
<S> <C>
Average Annual Returns**
Opportunity THF Managed
Growth Fund Accounts* Benchmark*
One year ____% _____% _____%
Since Fund Inception (12/20/99) ____% N/A _____%
Three years N/A _____% _____%
Five years N/A _____% _____%
Ten year N/A _____% _____%
</TABLE>
*Average Annual Returns for the periods ended December 31, 2000 for the
managed accounts and S&P 500 Index are calculated using calculations which
differ from the standardized SEC calculation.
T. H. Fitzgerald & Co. Managed Accounts - Growth of $10,000 invested
January 1, 1990 to December 31, 2000** [insert bar Chart]
**The Adviser's total returns by year were as follows: 1990 -4.98%, 1991
38.35%, 1992 14.67%, 1993 17.60%, 1994 -1.21%, 1995 35.46%, 1996 19.30%,
1997 27.97%, 1998 5.34%, 1999 132.24%, 2000 ___%. The adviser's performance
figures reflect the use of time-weighted cash flows and dollar-weighted
average annualized total returns for the adviser's equity accounts having
objectives similar to the Fund. The composite includes all fee-paying,
discretionary, individual stock portfolios above $10,000. Other accounts of
the adviser are excluded from the composite because the nature of those
accounts make them inappropriate for purposes of comparison. Performance
figures reflected are net of all expenses, including transaction costs and
commissions, and have been adjusted to reflect the Fund's management fee.
Results include the reinvestment of dividends and capital gains. Complete
performance presentation notes are available on request.
The S&P 500 Index returns by year were as follows: 1990 -3.14%, 1991
30.45%, 1992 7.62%, 1993 10.09%, 1994 1.27%, 1995 37.53%, 1996 22.99%, 1997
33.34%, 1998 28.57%, 1999 21.03%, 2000 __%. The S&P 500 Index is an
unmanaged capitalization-weighted index of 500 stocks and performance
figures reflect the reinvestment of dividends and capital gains. The index
is designed to measure performance of the broad domestic economy through
changes in the aggregate market value of 500 stocks representing all major
industries.
FINANCIAL HIGHLIGHTS
The following table is intended to help you better understand the Fund's
financial performance since its inception. Certain information reflects
financial results for a single Fund share. The total returns represent the rate
you would have earned (or lost) on an investment in the Fund, assuming
reinvestment of all dividends and distributions. This information has been
audited by McCurdy & Associates CPA's, Inc., whose report, along with the Fund's
financial statements, are included in the Fund's annual report, which is
available upon request.
[to be supplied by subsequent amendment]
<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 Fund's latest
semi-annual or annual fiscal year end.
Call the Fund at (800)-459-9084 to request free copies of the SAI and the
Fund's annual and semi-annual reports, to request other information about the
Fund and to make shareholder inquiries.
You may review and copy information about the Fund (including the SAI and
other reports) at the Securities and Exchange Commission (SEC) Public Reference
Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours and
operation. You may also obtain reports and other information about the 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, Washington, D.C. 20549-0102.
Investment Company Act #811-09541
Monteagle Value Fund
Prospectus dated January 1, 2001
209 10th Ave. South, Suite 332
Nashville, Tennessee 37203
(800) 459-9084
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
RISK / RETURN SUMMARY...........................................................
FEES AND EXPENSES OF INVESTING IN THE FUND......................................
HOW TO BUY SHARES...............................................................
HOW TO REDEEM SHARES............................................................
DETERMINATION OF NET ASSET VALUE................................................
DIVIDENDS, DISTRIBUTIONS AND TAXES..............................................
MANAGEMENT OF THE FUND..........................................................
FINANCIAL HIGHLIGHTS............................................................
FOR MORE INFORMATION..................................................BACK COVER
<PAGE>
RISK / RETURN SUMMARY
Investment Objective
The investment objective of the Monteagle Value Fund is long term growth
of capital.
Principal Strategies
As a value oriented manager, the Fund's adviser takes a long term (or "buy
and hold") approach to managing the Fund's portfolio. The Fund invests primarily
in common stocks of medium and large capitalization U.S. companies (those with
market capitalization's of $1 billion or more) that the Fund's adviser believes
are undervalued based on value characteristics such as lower relative price
valuations, above average earnings per share growth and higher dividend yields
compared to the S&P 500 Index. The adviser will sell a stock when it believes
that the stock is no longer undervalued or when the fundamentals of the company
that affect revenue and profitability have changed significantly, either in a
positive or negative direction.
Principal Risks of Investing in the Fund
o Management Risk. The adviser's value-oriented approach may fail to produce
the intended results.
o Company Risk. The value of the Fund may decrease in response to the
activities and financial prospects of an individual company in the Fund's
portfolio. The value of an individual company can be more volatile than the
market as a whole.
o Market Risk. Overall stock market risks may also affect the value of the
Fund. Factors such as domestic economic growth and market conditions,
interest rate levels, and political events affect the securities markets.
o Volatility Risk. Common stocks tend to be more volatile than other
investment choices.
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 has limited operating history and neither the Fund's investment
manager nor the Fund's adviser has prior experience managing the assets of
a mutual fund.
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.
Is the Fund right for You? The Fund may be suitable for:
o long term investors seeking a fund with a value investment strategy
o investors willing to accept price fluctuations in their investment
o investors who can tolerate the greater risks associated with common stock
investments
General
The Fund may from time to time take temporary defensive positions that are
inconsistent with the Fund's principal investment strategies in attempting to
respond to adverse market, economic, political or other conditions. For example,
the Fund may hold all or a portion of its assets in money market instruments,
securities of 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 objectives.
The investment objective and strategies of the Fund may be changed without
shareholder approval.
<PAGE>
How the Fund has Performed
The bar chart below shows the Fund's total return for the calendar year
ended December 31, 2000. The performance table below shows how the Fund's
average annual total returns compare over time to those of a broad-based
securities market index. Of course, the Fund's past performance is not
necessarily an indication of its future performance.
(Total Return as of December 31)
[insert bar chart]
During the period shown, the highest return for a quarter was [ ]% ([ ]
quarter, 2000; and the lowest return was [ ]% ([ ] quarter, 2000).
Average Annual Total Returns for the periods ended 12/31/00:
One Year Since Inception1
-------- ----------------
The Fund [ ]% [ ]%
_________ Index [ ]% [ ]%
1December 20, 1999.
FEES AND EXPENSES OF THE FUND
The tables describe the fees and estimated expenses that you may pay if
you buy and hold shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases NONE
Maximum Deferred Sales Charge (Load) NONE
Redemption Fee NONE
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fee 1.35%
Distribution and/or Service (12b-1) Fees NONE
Other Expenses [ ]%
Total Annual Fund Operating Expenses [ ]%
<PAGE>
Example:
The example below is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example uses the
same assumptions as other mutual fund prospectuses: a $10,000 initial investment
for the time periods indicated, reinvestment of dividends and distributions, 5%
annual total return, constant operating expenses, and sale of all shares at the
end of each time period. Although your actual expenses may be different, based
on these assumptions your costs will be:
1 Year 3 Years 5 Years 10 Years
$---- $--- $--- $---
HOW TO BUY SHARES
Initial Purchase
The minimum initial investment in the Fund is $25,000 ($1,500 for
qualified retirement accounts and medical savings accounts). 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 Fund;
Mail the application and check to:
U.S. Mail: Monteagle Value Fund Overnight: Monteagle Value Fund
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 the 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 Fund's transfer agent, at (800) 459-9084 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: Monteagle Value Fund
D.D.A.# 821637709
Fund Name ____________________ (write in fund name)
Account Name _________________ (write in shareholder name)
For the Account # ______________ (write in account number)
You must mail a signed application to Unified Fund Services, Inc., the
Fund's transfer agent, at the above address in order to complete your initial
wire purchase. Wire orders will be accepted only on a day on which the Fund,
custodian and transfer agent are open for business. A wire purchase will not be
considered made until the wired money is received and the purchase is accepted
by the Fund. Any delays, which may occur in wiring money, including delays which
may occur in processing by the banks, are not the responsibility of the Fund or
the Transfer agent. There is presently no fee for the receipt of wired funds,
but the Fund may charge shareholders for this service in the future.
Additional Investments
You may purchase additional shares of the Fund (subject to a $500 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 the Fund with an Automatic Investment
Plan by completing the appropriate section of the account application and
attaching a voided personal check. Investments may be made monthly to allow
dollar-cost averaging by automatically deducting $250 or more from your bank
checking account. You may change the amount of your monthly purchase at any
time.
Tax Sheltered Retirement Plans
Since the Fund is oriented to longer term investments, shares of the Fund
may be an appropriate investment medium for tax sheltered retirement plans,
including: individual retirement plans (IRAs); simplified employee pensions
(SEPs); SIMPLE plans; 401(k) plans; qualified corporate pension and profit
sharing plans (for employees); tax deferred investment plans (for employees of
public school systems and certain types of charitable organizations); and other
qualified retirement plans. 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 the Fund, you may exchange shares valued at $25,000 or
more for shares of any other Monteagle Fund. You may call the transfer agent at
(800) 459-9084 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
The 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 Fund. If you are already a shareholder, the Fund can redeem
shares from any identically registered account in the Fund as reimbursement for
any loss incurred. You may be prohibited or restricted from making future
purchases in the Fund.
The Fund has authorized certain broker-dealers and other financial
institutions (including their designated intermediaries) to accept on their
behalf purchase and sell orders. The Fund is deemed to have received an order
when the authorized person or designee accepts the order, and the order is
processed at the net asset value next calculated thereafter. It is the
responsibility of the broker-dealer or other financial institution to transmit
orders promptly to the Fund's transfer agent.
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 Fund
may charge for this service in the future. Any charges for wire redemptions will
be deducted from your 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 the Fund at no charge
by mail. Your request should be addressed to:
Monteagle Value Fund 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 Fund 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 Fund 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 the Fund by calling
the transfer agent at (800) 459-9084. 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 Fund 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 Fund, although neither the Fund nor
the transfer agent has ever experienced difficulties in receiving and in a
timely fashion responding to telephone requests for redemptions or exchanges. If
you are unable to reach the Fund by telephone, you may request a redemption or
exchange by mail.
Additional Information - If you are not certain of the requirements for a
redemption please call the transfer agent at (800) 459-9084. 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 Fund may suspend
redemptions or postpone payment dates.
Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the 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
$25,000 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 Fund.
DETERMINATION OF NET ASSET VALUE
The price you pay for your shares is based on the 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 Fund's 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 Fund's
adviser at their fair value, according to procedures approved by the Fund's
Board of Trustees. When determining fair value, factors considered include the
type of security, the nature of restrictions on disposition of the security,
constant date of purchase, information as to any transactions or offers with
respect to the security, existence of merger proposals or lender offers
affecting the security, price and extent of public trading in similar securities
of the issuer or comparable companies, and other relevant matters.
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
The Fund typically distributes substantially all of its net investment
income in the form of dividends and taxable capital gains to its shareholders.
These distributions are automatically reinvested in the Fund unless you request
cash distributions on your application or through a written request to the Fund.
Dividends paid by the Fund may be eligible in part for the dividends received
deduction for corporations.
Taxes
In general, selling or exchanging shares of the 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 the Fund is about to make a 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 Fund 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 FUND
Nashville Capital Corporation, 209 10th Avenue South, Suite 332, Nashville
TN 37203, serves as investment manager to the Fund. In this capacity, Nashville
Capital advises and assists the officers of the Trust in conducting the business
of the Fund and is responsible for providing general investment advice and
guidance to the Fund, although the investment manager has delegated
responsibility for the selection and ongoing monitoring of the securities in the
Fund's investment portfolio to Robinson Investment Group, Inc. Nashville Capital
was formed in 1986 and, as of October 1, 2000, managed assets of approximately
$[ ] million for financial institutions.
The Fund is authorized to pay the investment manager an annual fee equal
to 1.35% of net assets up to $25 million, 1.25% of net assets from $25 million
up to $50 million, 1.10% of net assets from $50 million up to $100 million, and
1.00% of net assets of $100 million and greater.
The investment manager pays all of the operating expenses of the Fund
except brokerage, taxes, borrowing costs, fees and expenses of non-interested
person trustees and extraordinary expenses. In this regard, it should be noted
that most investment companies pay their own operating expenses directly, while
the Funds expenses, except those specified above, are paid by the investment
manager. The investment manager (not the Fund) may pay certain financial
institutions (which may include banks, brokers, securities dealers and other
industry professionals) a fee for providing distribution related services and/or
for performing certain administrative servicing functions for Fund shareholders
to the extent these institutions are allowed to do so by applicable statute,
rule or regulation.
During the period December 20, 1999 (commencement of operations) through
August 31, 2000 the Fund paid the investment manager a fee equal to [ ]% of its
average daily net assets.
The investment manager has retained Robinson Investment Group, Inc., 5301
Virginia Way, Suite 150, Brentwood, TN 37027, to serve as the adviser to the
Fund. The firm was founded in 1996 by Russell L. Robinson and, as of January 1,
2001, managed assets of approximately $[ ] million for individuals, financial
institutions, pension plans, corporations and other business entities. Mr.
Robinson has been the President of Robinson Investment Group since 1996. He was
the Director of Investment Strategy of the investment manager, Nashville Capital
Corporation, from 1990 to 1996. Mr. Robinson has been primarily responsible for
the day-to-day management of the Fund since its inception. Nashville Capital has
agreed to pay Robinson Investment Group an annual advisory fee of 0.60% of net
assets up to $25 million, 0.45% of net assets from $25% million up to $50
million, 0.35% of net assets from $50 million up to $100 million, and 0.30% of
net assets of $100 million and greater.
FINANCIAL HIGHLIGHTS
The following table is intended to help you better understand the Fund's
financial performance since its inception. Certain information reflects
financial results for a single Fund share. The total returns represent the rate
you would have earned (or lost) on an investment in the Fund, assuming
reinvestment of all dividends and distributions. This information has been
audited by McCurdy & Associates CPA's, Inc., whose report, along with the Fund's
financial statements, are included in the Fund's annual report, which is
available upon request.
[to be supplied by subsequent amendment]
<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 Fund's latest
semi-annual or annual fiscal year end.
Call the Fund at (800) 459-9084 to request free copies of the SAI and the
Fund's annual and semi-annual reports, to request other information about the
Fund and to make shareholder inquiries.
You may review and copy information about the Fund (including the SAI
and other reports) at the Securities and Exchange Commission (SEC) Public
Reference Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours
and operation. You may also obtain reports and other information about the Fund
on the EDGAR Database on the SEC's Internet site at http://www.sec.gov, and
copies of this information may be obtained, after paying a duplicating fee, by
electronic request at the following e-mail address: [email protected], or by
writing the SEC's Public Reference Section of the SEC, Washington, D.C.
20549-0102.
Investment Company Act #811-09541
Monteagle Large Cap Fund
Prospectus dated January 1, 2001
209 10th Ave. South, Suite 332
Nashville, Tennessee 37203
(800) 459-9084
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
RISK / RETURN SUMMARY...........................................................
FEES AND EXPENSES OF INVESTING IN THE FUND......................................
HOW TO BUY SHARES...............................................................
HOW TO REDEEM SHARES............................................................
DETERMINATION OF NET ASSET VALUE................................................
DIVIDENDS, DISTRIBUTIONS AND TAXES..............................................
MANAGEMENT OF THE FUND..........................................................
FINANCIAL HIGHLIGHTS............................................................
FOR MORE INFORMATION..................................................BACK COVER
<PAGE>
RISK / RETURN SUMMARY
Investment Objective
The investment objective of the Monteagle Large Cap Fund is long term
growth of capital.
Principal Strategies
The Fund will invest at least 65% of its assets in common stocks of large
capitalization U.S. companies (those with market capitalizations above $15
billion) that the Fund's adviser believes exhibit a history of increasing
earnings. The adviser first analyzes various industrial sectors to select the
industry groups in which the Fund will focus its investments. The adviser
considers such factors as economic trends and earnings growth prospects when
selecting the industries in which the Fund will focus. The adviser then ranks
individual stocks in each industrial group based on certain factors, such as:
(1) expected earnings growth;
(2) analysts' earnings estimates for the next fiscal year;
(3) return on equity;
(4) stability of earnings growth in the past 5 years; and
(5) relative price-to-earnings multiple.
The Fund will invest at least 65% of its assets in large capitalization
companies.
The Fund may sell a stock if, in the adviser's opinion:
o stock appreciation has caused the stock to become too large a position in the
portfolio; o the fundamental price objective has been achieved; o the company
has experienced a negative change in fundamentals (such as its earnings growth
rate or competitive
position in its industry group); or
o some or all of the factors used to rank the company have declined, combined
with relative underperformance of the stock compared to the S&P 500 Index
or the company's industry group.
Principal Risks of Investing in the Fund
o Management Risk. The strategy used by the Fund's adviser may fail to
produce the intended results.
o Company Risk is the risk that the Fund might decrease in value in response
to the activities and financial prospects of an individual company.
o Market Risk is the risk that the Fund might decrease in value in response
to general market and economic conditions.
o Volatility Risk means that common stocks tend to be more volatile than
other investment choices. o The Fund has limited operating history and
neither the Fund's investment manager nor the Fund's adviser has prior
experience managing the assets of a mutual fund.
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.
Is the Fund right for You?
The Fund may be a suitable investment for:
o long term investors seeking a Fund with a growth investment strategy
o investors willing to accept price fluctuations in their investment
o investors who can tolerate the greater risks associated with common stock
investments
<PAGE>
General
The Fund may from time to time take temporary defensive positions that are
inconsistent with the Fund's principal investment strategies in attempting to
respond to adverse market, economic, political or other conditions. For example,
the Fund may hold all or a portion of its assets in money market instruments,
securities of 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 objectives.
The investment objective and strategies of the Fund may be changed without
shareholder approval.
How the Fund has Performed
Although past performance of a fund is no guarantee of how it will perform
in the future, historical performance may give you some indication of the risk
of investing in the fund because it demonstrates how its returns have varied
over time. The Bar Chart and Performance Table that would otherwise appear in
this prospectus have been omitted because the Fund is recently organized and has
less than one year of operations.
FEES AND EXPENSES OF THE FUND
The tables describe the fees and estimated expenses that you may pay if
you buy and hold shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases NONE
Maximum Deferred Sales Charge (Load) NONE
Redemption Fee NONE
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fee 1.23%
Distribution and/or Service (12b-1) Fees NONE
Other Expenses1 0.00%
Total Annual Fund Operating Expenses 1.23%
1 "Other Expenses" are based on estimated amounts for the current fiscal year.
Example:
The example below is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example uses the
same assumptions as other mutual fund prospectuses: a $10,000 initial investment
for the time periods indicated, reinvestment of dividends and distributions, 5%
annual total return, constant operating expenses, and sale of all shares at the
end of each time period. Although your actual expenses may be different, based
on these assumptions your costs will be:
1 Year 3 Years
$126 $393
HOW TO BUY SHARES
Initial Purchase
The minimum initial investment in the Fund is $25,000 ($1,500 for
qualified retirement accounts and medical savings accounts). 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 Fund;
Mail the application and check to:
U.S. Mail: Monteagle Large Cap Fund Overnight: Monteagle Large Cap Fund
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 the 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 Fund's transfer agent, at (800)-459-9084 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: Monteagle Large Cap Fund
D.D.A.# 821637709
Fund Name ___________________ (write in fund name)
Account Name _________________ (write in shareholder name)
For the Account # ______________ (write in account number)
You must mail a signed application to Unified Fund Services, Inc., the
Fund's transfer agent, at the above address in order to complete your initial
wire purchase. Wire orders will be accepted only on a day on which the Fund,
custodian and transfer agent are open for business. A wire purchase will not be
considered made until the wired money is received and the purchase is accepted
by the Fund. Any delays which may occur in wiring money, including delays which
may occur in processing by the banks, are not the responsibility of the Fund or
the Transfer agent. There is presently no fee for the receipt of wired funds,
but the Fund may charge shareholders for this service in the future.
Additional Investments
You may purchase additional shares of the Fund (subject to a $500 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 the Fund with an Automatic Investment
Plan by completing the appropriate section of the account application and
attaching a voided personal check. Investments may be made monthly to allow
dollar-cost averaging by automatically deducting $250 or more from your bank
checking account. You may change the amount of your monthly purchase at any
time.
Tax Sheltered Retirement Plans
Since the Fund is oriented to longer term investments, shares of the Fund
may be an appropriate investment medium for tax sheltered retirement plans,
including: individual retirement plans (IRAs); simplified employee pensions
(SEPs); SIMPLE plans; 401(k) plans; qualified corporate pension and profit
sharing plans (for employees); tax deferred investment plans (for employees of
public school systems and certain types of charitable organizations); and other
qualified retirement plans. 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 the Fund, you may exchange shares valued at $25,000 or
more for shares of any other Monteagle Fund. You may call the transfer agent at
(800)-459-9084 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
The 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 Fund. If you are already a shareholder, the Fund can redeem
shares from any identically registered account in the Fund as reimbursement for
any loss incurred. You may be prohibited or restricted from making future
purchases in the Fund.
The Fund has authorized certain broker-dealers and other financial
institutions (including their designated intermediaries) to accept on their
behalf purchase and sell orders. The Fund is deemed to have received an order
when the authorized person or designee accepts the order, and the order is
processed at the net asset value next calculated thereafter. It is the
responsibility of the broker-dealer or other financial institution to transmit
orders promptly to the Fund's transfer agent.
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 Fund
may charge for this service in the future. Any charges for wire redemptions will
be deducted from your 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 the Fund at no charge
by mail. Your request should be addressed to:
Monteagle Large Cap Fund
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 Fund 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 Fund 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 the Fund by calling
the transfer agent at (800)-459-9084. 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 Fund 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 Fund, although neither the Fund nor
the transfer agent has ever experienced difficulties in receiving and in a
timely fashion responding to telephone requests for redemptions or exchanges. If
you are unable to reach the Fund by telephone, you may request a redemption or
exchange by mail.
Additional Information - If you are not certain of the requirements for a
redemption please call the transfer agent at (800)-459-9084. 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 Fund may suspend
redemptions or postpone payment dates.
Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the 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
$25,000 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 Fund.
DETERMINATION OF NET ASSET VALUE
The price you pay for your shares is based on the 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 Fund's 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 Fund's
adviser at their fair value, according to procedures approved by the Fund's
Board of Trustees. When determining fair value, factors considered include the
type of security, the nature of restrictions on disposition of the security,
constant date of purchase, information as to any transactions or offers with
respect to the security, existence of merger proposals or lender offers
affecting the security, price and extent of public trading in similar securities
of the issuer or comparable companies, and other relevant matters.
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
The Fund typically distributes substantially all of its net investment
income in the form of dividends and taxable capital gains to its shareholders.
These distributions are automatically reinvested in the Fund unless you request
cash distributions on your application or through a written request to the Fund.
Dividends paid by the Fund may be eligible in part for the dividends received
deduction for corporations.
Taxes
In general, selling or exchanging shares of the 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 the Fund is about to make a 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 Fund 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 FUND
Nashville Capital Corporation, 209 10th Avenue South, Suite 332, Nashville
TN 37203, serves as investment manager to the Fund. In this capacity, Nashville
Capital advises and assists the officers of the Trust in conducting the business
of the Fund and is responsible for providing general investment advice and
guidance to the Fund, although the investment manager has delegated
responsibility for the selection and ongoing monitoring of the securities in the
Fund's investment portfolio to Howe and Rusling, Inc. Nashville Capital was
formed in 1986 and, as of January 1, 2001, managed assets of approximately $[ ]
million for financial institutions.
The Fund is authorized to pay the investment manager an annual fee equal
to 1.25% of net assets up to $25 million, 1.13% of net assets from $25 million
up to $50 million, 1.00% of net assets from $50 million up to $100 million, and
0.95% of net assets of $100 million and greater.
The investment manager pays all of the operating expenses of the Fund
except brokerage, taxes, borrowing costs, fees and expenses of non-interested
person trustees and extraordinary expenses. In this regard, it should be noted
that most investment companies pay their own operating expenses directly, while
the Funds expenses, except those specified above, are paid by the investment
manager. The investment manager (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.
During the period January 1, 2000 (commencement of operations) through
August 31, 2000 the Fund paid the investment manager a fee equal to [ ]% of its
average daily net assets.
The investment manager has retained Howe and Rusling, Inc., 120 East
Avenue, Rochester, NY 14604, to serve as the adviser to the Large Cap Fund. The
firm was established in 1930 and has been registered as an investment adviser
with the U.S. Securities and Exchange Commission since 1940. As of January 1,
2001, had approximately $[ ] million in assets under management. The firm serves
primarily individual, retirement plan, corporate and non-profit endowment
clients. The Howe and Rusling Investment Committee is primarily responsible for
the day-to-day management of the Funds. Nashville Capital has agreed to pay Howe
and Rusling an annual advisory fee for the Large Cap Fund of 0.40% of net assets
up to $25 million, 0.30% of net assets from $25% million up to $50 million, and
0.25% of net assets of $50 million and greater.
The Adviser's Prior Performance
Howe and Rusling, has been managing accounts with investment objectives,
policies and strategies substantially similar to those of the Fund since 1990.
The performance of those accounts appears below. The data is provided to
illustrate past performance of the adviser in managing such accounts, as
compared to a Benchmark comprised of the S&P 500 Index (50%) and S&P 500 Equal
Weight Index (50%). The Howe & Rusling Investment Committee is responsible for
the performance of the "Managed Accounts" below as well as the investment
management of the Fund.
The performance of the accounts managed by the adviser does not represent
the historical performance of the Fund and should not be considered indicative
of future performance of the Fund. Results may differ because of, among other
things, differences in brokerage commissions, account expenses, including the
size of positions taken in relation to account size and diversification of
securities, timing of purchases and sales, availability of cash for new
investments and the private character of accounts compared with the public
character of the Fund. In addition, the managed accounts are not subject to
certain investment limitations, diversification requirements, and other
restrictions imposed by the Investment Company Act and the Internal Revenue Code
which, if applicable, may have adversely affected the performance results of the
managed accounts. The results for different periods may vary.
Average Annual Returns**
Large Cap H&R Managed
Fund Accounts* Benchmark*
One year N/A _____% _____%
Three years N/A _____% _____%
Five years N/A _____% _____%
Ten years N/A _____% _____%
*Average Annual Returns for the periods ended December 31, 2000 for the
managed accounts, the S&P 500 Index and the S&P 500 Equal Weighted Index
are calculated using calculations which differ from the standardized SEC
calculation.
Howe & Rusling Managed Accounts - Growth of $10,000 invested January 1, 1990 to
December 31, 2000**
[insert bar chart]
**The adviser's total returns by year were as follows: 1991 22.00%, 1992
7.74%, 1993 8.64%, 1994 -3.08%, 1995 27.30%, 1996 31.43%, 1997 31.18%, 1998
24.54%, 1999 14.37%, 2000 ___%. The adviser's performance figures reflect
the use of time-weighted cash flows and dollar-weighted average annualized
total returns for the adviser's equity accounts having objectives similar
to the Fund. For an account to be included in the composite, it must be
non-taxable, have a value of at least $200,000 and have been managed on a
fully discretionary basis for at least 6 months. Compound annual rates of
return are supplementary information that represent the cumulative
portfolio return expressed on an annualized basis over the period
presented. Performance for periods of less than one year is not annualized.
Security valuations are on a trade date basis and accrual accounting is
used for interest and dividends. Leverage is not used in the accounts as a
form of management. The U.S. dollar is the currency used to express
performance. Performance figures reflected are net of all expenses,
including transaction cost and commissions, and have been adjusted to
reflect the Fund's management fee. Results include the reinvestment of
dividends and capital gains. Complete performance presentation notes are
available on request.
The S&P 500 and the S&P 500 Equal Weighted Index returns by year were as
follows: 1991 33.05%, 1992 11.15%, 1993 12.20%, 1994 .80%, 1995 34.73%, 1996
21.00%, 1997 30.73%, 1998 20.47%, 1999 16.33%, 2000 ___%. The S&P 500 Index is a
capitalization-weighted index of 500 stocks. The index is designed to measure
performance of the broad domestic economy through changes in the aggregate
market value of 500 stocks representing all major industries. The index was
developed with a base level of 10 for the 1941-43 base period. The S&P 500 Equal
Weighted Index is similar to the S&P 500 Index except that each stock is not
given equal weight, which allows each individual stock to have an impact on the
performance of the index. Returns for the S&P 500 and the S&P Equal Weighted
Index assume the reinvestment of dividends and capital gains and do not reflect
the deduction of transaction costs or expenses, including management fees.
FINANCIAL HIGHLIGHTS
The following table is intended to help you better understand the Fund's
financial performance since its inception. Certain information reflects
financial results for a single Fund share. The total returns represent the rate
you would have earned (or lost) on an investment in the Fund, assuming
reinvestment of all dividends and distributions. This information has been
audited by McCurdy & Associates CPA's, Inc., whose report, along with the Fund's
financial statements, are included in the Fund's annual report, which is
available upon request.
[to be supplied by subsequent amendment]
<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 Fund's latest
semi-annual or annual fiscal year end.
Call the Fund at (800)-459-9084 to request free copies of the SAI and the
Fund's annual and semi-annual reports, to request other information about the
Fund and to make shareholder inquiries.
You may review and copy information about the Fund (including the SAI and
other reports) at the Securities and Exchange Commission (SEC) Public Reference
Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours and
operation. You may also obtain reports and other information about the 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, Washington, D.C. 20549-0102.
Investment Company Act #811-09541
Monteagle Fixed Income Fund
Prospectus dated January 1, 2001
209 10th Ave. South, Suite 332
Nashville, Tennessee 37203
(800) 459-9084
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
RISK / RETURN SUMMARY...........................................................
FEES AND EXPENSES OF INVESTING IN THE FUND......................................
HOW TO BUY SHARES...............................................................
HOW TO REDEEM SHARES............................................................
DETERMINATION OF NET ASSET VALUE................................................
DIVIDENDS, DISTRIBUTIONS AND TAXES..............................................
MANAGEMENT OF THE FUND..........................................................
FINANCIAL HIGHLIGHTS ...........................................................
FOR MORE INFORMATION..................................................BACK COVER
<PAGE>
MONTEAGLE FIXED INCOME FUND
Investment Objective
The investment objective of the Monteagle Fixed Income Fund is total
return.
Principal Strategies
The Fund invests primarily in investment grade intermediate term fixed
income securities. These include U.S. Government securities, securities issued
by agencies of the U.S Government and taxable municipal bonds. The Fund may also
invest in corporate debt securities rated at least A-3 by Moody's or A- by
Standard & Poor's if, in the judgement of the Fund's adviser, the incremental
expected return is sufficient to outweigh the additional risk compared to U.S.
Government securities.
The Fund seeks to achieve its objective of total return through capital
appreciation on the bonds and other securities held and income on those
securities held. The adviser will actively manage the portfolio and, based on
its assessment of market conditions, either lengthen or shorten the average
maturity of the portfolio and/or switch between bonds of different sectors, with
the view of maximizing the total return for the types of obligations purchased.
The Fund may achieve capital appreciation by owning bonds of longer duration
when interest rates are declining, protecting against large depreciation, and by
owning bonds of shorter duration when interest rates are rising. In addition,
the Fund may achieve capital appreciation if the credit quality of corporate and
municipal bonds improve and there is a rating upgrade. For this purpose, the
adviser will use its proprietary "Bond Market Watch" model to evaluate
macroeconomic indicators and based on this evaluation, attempt to anticipate
interest rate changes. The Fund's adviser seeks to reduce interest rate risk by
maintaining an average maturity of the bonds and notes (on a dollar weighted
basis) of between three and eight years. The Fund will invest at least 65% of
its assets in fixed income securities.
The Fund may sell a security if, in the adviser's opinion:
o an interest rate change is expected to occur and the Fund's adviser seeks
to lengthen or shorten the duration of the Fund
o a sector of the market has become less attractive for total return compared
to another sector o a security receives a rating downgrade which could
increase credit risk and negatively impact the market value of the security
o a security receives a rating upgrade that positively impacts the market
value of the security and the Fund's adviser wishes to capture the
appreciation
Principal Risks of Investing in the Funds
o Management risk. The strategy used by the Fund's adviser may fail to
produce the intended results.
o Interest Rate Risk. The value of your investment may decrease when interest
rates rise. To the extent the Fund invests in fixed income securities with
longer maturities, the Fund will be more greatly affected by changes in
interest rates, and will be more volatile, than a fund that invests in
securities with shorter maturities.
o Duration Risk. Prices of fixed income securities with longer effective
maturities are more sensitive to interest rate changes than those with
shorter effective maturities.
o Credit Risk. The issuer of the fixed income security may not be able to
make interest and principal payments when due. Generally, the lower the
credit rating of a security, the greater the risk that the issuer will
default on its obligation.
o Government Risk. It is possible that the U.S. Government would not provide
financial support to its agencies if it is not required to do so by law. If
a U.S. Government agency in which the Fund invests defaults and the U.S.
Government does not stand behind the obligation, the Fund's share price or
yield could fall.
o The U. S. Government's guarantee of ultimate payment of principal and
timely payment of interest on the U. S. Government securities owned by the
Fund does not imply that the Fund's shares are guaranteed or that the price
of the Fund's shares will not fluctuate.
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 has limited operating history and neither the Fund's investment
manager nor the Fund's adviser has prior experience managing the assets of
a mutual fund.
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.
Is this Fund Right for You?
The Fund may be a suitable investment for:
o long term investors seeking a fund with an income and capital appreciation
strategy
o investors seeking to diversify their holdings with bonds and other fixed
income securities
o investors seeking higher potential returns than a money market fund
o investors willing to accept price fluctuations in their investments
General
The Fund may from time to time take temporary defensive positions that are
inconsistent with the Fund's principal investment strategies in attempting to
respond to adverse market, economic, political or other conditions. For example,
the Fund may hold all or a portion of its assets in money market instruments,
securities of 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 objectives.
The investment objective and strategies of the Fund may be changed without
shareholder approval.
How the Fund has Performed
The bar chart below shows the Fund's total return for the calendar year
ended December 31, 2000. The performance table below shows how the Fund's
average annual total returns compare over time to those of a broad-based
securities market index. Of course, the Fund's past performance is not
necessarily an indication of its future performance.
(Total Return as of December 31)
[insert bar chart]
During the period shown, the highest return for a quarter was [ ]% ([ ]
quarter, 2000; and the lowest return was [ ]% ([ ] quarter, 2000).
Average Annual Total Returns for the periods ended 12/31/00:
One Year Since Inception1
-------- ----------------
The Fund [ ]% [ ]%
_________ Index [ ]% [ ]%
1December 20, 1999.
FEES AND EXPENSES OF THE FUND
The tables describe the fees and estimated expenses that you may pay if
you buy and hold shares of a Fund.
Fixed Income
Shareholder Fees Fund
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases NONE
Maximum Deferred Sales Charge (Load) NONE
Redemption Fee NONE
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fee 1.14%
Distribution and/or Service (12b-1) Fees NONE
Other Expenses [ ]%
Total Annual Fund Operating Expenses [ ]%
Example:
The example below is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example uses the
same assumptions as other mutual fund prospectuses: a $10,000 initial investment
for the time periods indicated, reinvestment of dividends and distributions, 5%
annual total return, constant operating expenses, and sale of all shares at the
end of each time period. Although your actual expenses may be different, based
on these assumptions your costs will be:
1 Year 3 Years 5 Years 10 Years
$---- $--- $--- $---
HOW TO BUY SHARES
Initial Purchase
The minimum initial investment in the Fund is $25,000 ($1,500 for
qualified retirement accounts and medical savings accounts). 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 Fund;
Mail the application and check to:
U.S. Mail: Monteagle Fixed Income Fund Overnight: Monteagle Fixed Income Fund
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 the 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 Fund's transfer agent, at (800) 459-9084 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: Monteagle Fixed Income Fund
D.D.A.# 821637709
Fund Name ____________________ (write in fund name)
Account Name _________________ (write in shareholder name)
For the Account # _______________ (write in account number)
You must mail a signed application to Unified Fund Services, Inc., the
Fund's transfer agent, at the above address in order to complete your initial
wire purchase. Wire orders will be accepted only on a day on which the Fund,
custodian and transfer agent are open for business. A wire purchase will not be
considered made until the wired money is received and the purchase is accepted
by the Fund. Any delays which may occur in wiring money, including delays which
may occur in processing by the banks, are not the responsibility of the Fund or
the Transfer agent. There is presently no fee for the receipt of wired funds,
but the Fund may charge shareholders for this service in the future.
Additional Investments
You may purchase additional shares of the Fund (subject to a $500 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 the Fund with an Automatic Investment
Plan by completing the appropriate section of the account application and
attaching a voided personal check. Investments may be made monthly to allow
dollar-cost averaging by automatically deducting $250 or more from your bank
checking account. You may change the amount of your monthly purchase at any
time.
<PAGE>
Tax Sheltered Retirement Plans
Since the Fund is oriented to longer term investments, shares of the Fund
may be an appropriate investment medium for tax sheltered retirement plans,
including: individual retirement plans (IRAs); simplified employee pensions
(SEPs); SIMPLE plans; 401(k) plans; qualified corporate pension and profit
sharing plans (for employees); tax deferred investment plans (for employees of
public school systems and certain types of charitable organizations); and other
qualified retirement plans. 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 the Fund, you may exchange shares valued at $25,000 or
more for shares of any other Monteagle Fund. You may call the transfer agent at
(800) 459-9084 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
The 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 Fund. If you are already a shareholder, the Fund can redeem
shares from any identically registered account in the Fund as reimbursement for
any loss incurred. You may be prohibited or restricted from making future
purchases in the Fund.
The Fund has authorized certain broker-dealers and other financial
institutions (including their designated intermediaries) to accept on their
behalf purchase and sell orders. The Fund is deemed to have received an order
when the authorized person or designee accepts the order, and the order is
processed at the net asset value next calculated thereafter. It is the
responsibility of the broker-dealer or other financial institution to transmit
orders promptly to the Fund's transfer agent.
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 Fund
may charge for this service in the future. Any charges for wire redemptions will
be deducted from your 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 the Fund at no charge by
mail. Your request should be addressed to:
Monteagle Fixed Income Fund
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 Fund 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 Fund 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 the Fund by calling
the transfer agent at (800) 459-9084. 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 Fund 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 Fund, although neither the Fund nor
the transfer agent has ever experienced difficulties in receiving and in a
timely fashion responding to telephone requests for redemptions or exchanges. If
you are unable to reach the Fund by telephone, you may request a redemption or
exchange by mail.
Additional Information - If you are not certain of the requirements for a
redemption please call the transfer agent at (800) 459-9084. 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 Fund may suspend
redemptions or postpone payment dates.
Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the 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
$25,000 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 Fund.
DETERMINATION OF NET ASSET VALUE
The price you pay for your shares is based on the 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 Fund's 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 Fund's
adviser at their fair value, according to procedures approved by the Fund's
Board of Trustees. When determining fair value, factors considered include the
type of security, the nature of restrictions on disposition of the security,
constant date of purchase, information as to any transactions or offers with
respect to the security, existence of merger proposals or lender offers
affecting the security, price and extent of public trading in similar securities
of the issuer or comparable companies, and other relevant matters.
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
The Fund typically distributes substantially all of its net investment
income in the form of dividends and taxable capital gains to its shareholders.
These distributions are automatically reinvested in the Fund unless you request
cash distributions on your application or through a written request to the Fund.
Dividends paid by the Fund may be eligible in part for the dividends received
deduction for corporations.
Taxes
In general, selling or exchanging shares of the 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 the Fund is about to make a 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 Fund 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 FUND
Nashville Capital Corporation, 209 10th Avenue South, Suite 332, Nashville
TN 37203, serves as investment manager to the Fund. In this capacity, Nashville
Capital advises and assists the officers of the Trust in conducting the business
of the Fund and is responsible for providing general investment advice and
guidance to the Fund, although the investment manager has delegated
responsibility for the selection and ongoing monitoring of the securities in the
Fund's investment portfolio to Howe and Rusling Inc. Nashville Capital was
formed in 1986 and, as of January 1, 2001, managed assets of approximately $[ ]
million for financial institutions.
The Fund is authorized to pay the investment manager an annual fee equal
to 1.15% of net assets up to $25 million, 1.10% of net assets from $25 million
up to $50 million, 0.97% of net assets from $50 million up to $100 million, and
0.90% of net assets of $100 million and greater.
The investment manager pays all of the operating expenses of the Fund
except brokerage, taxes, borrowing costs, fees and expenses of non-interested
person trustees and extraordinary expenses. In this regard, it should be noted
that most investment companies pay their own operating expenses directly, while
the Funds expenses, except those specified above, are paid by the investment
manager. The investment manager (not the Fund) may pay certain financial
institutions (which may include banks, brokers, securities dealers and other
industry professionals) a fee for providing distribution related services and/or
for performing certain administrative servicing functions for Fund shareholders
to the extent these institutions are allowed to do so by applicable statute,
rule or regulation.
During the period December 20, 1999 (commencement of operations) through
August 31, 2000 the Fund paid the investment manager a fee equal to [ ]% of its
average daily net assets.
The investment manager has retained Howe and Rusling, Inc., 120 East
Avenue, Rochester, NY 14604, to serve as the adviser to the Fixed Income Fund.
The firm was established in 1930 and has been registered as an investment
adviser with the U.S. Securities and Exchange Commission since 1940. As of
January 1, 2001, had approximately $[ ] million in assets under management. The
firm serves primarily individual, retirement plan, corporate and non-profit
endowment clients. The Howe and Rusling Investment Committee has been primarily
responsible for the day-to-day management of the Fund since its inception.
Nashville Capital has agreed to pay Howe and Rusling an annual advisory fee for
the Fixed Income Fund of 0.30% of net assets up to $25 million, 0.25% of net
assets from $25% million up to $50 million, and 0.20% of net assets of $50
million and greater.
The Adviser's Prior Performance
Howe and Rusling has been managing accounts with investment objectives,
policies and strategies substantially similar to those of the Fund since 1990.
The performance of those accounts appears below. The data is provided to
illustrate past performance of the adviser in managing such accounts, as
compared to the Lehman Intermediate Government/Corporate Bond Index. The Howe &
Rusling Investment Committee is responsible for the performance of the "Managed
Accounts" below as well as the investment management of the Fund.
The performance of the accounts managed by the adviser does not represent
the historical performance of the Fund and should not be considered indicative
of future performance of the Fund. Results may differ because of, among other
things, differences in brokerage commissions, account expenses, including the
size of positions taken in relation to account size and diversification of
securities, timing of purchases and sales, availability of cash for new
investments and the private character of accounts compared with the public
character of the Fund. In addition, the managed accounts are not subject to
certain investment limitations, diversification requirements, and other
restrictions imposed by the Investment Company Act and the Internal Revenue Code
which, if applicable, may have adversely affected the performance results of the
managed accounts. The results for different periods may vary.
Average Annual Returns**
<TABLE>
<S> <C>
Income Fund Accounts* Gov't/Corp Bond Index*
One year ____% _____% _____%
Since Fund Inception (12/20/99) ____% N/A _____%
Three years N/A _____% _____%
Ten years N/A _____% _____%
</TABLE>
*Average Annual Returns for the periods ended December 31, 2000 for the
managed accounts and the Lehman Intermediate Government/Corporate Bond
Index are calculated using calculations which differ from the standardized
SEC calculation.
Howe & Rusling Managed Accounts - Growth of $10,000 invested January 1, 1990 to
December 31, 2000** [Insert Bar Chart]
**The adviser's total returns by year were as follows: 1990 7.55%, 1991
15.50%, 1992 8.14%, 1993 10.83%, 1994 -4.32%, 1995 17.80%, 1996 2.03%, 1997
8.37%, 1998 8.61%, 1999 -3.07% and 2000 - ___%. The adviser's performance
figures reflect the use of time-weighted cash flows and dollar-weighted
average annualized total returns for the adviser's accounts having
objectives similar to the Fund. For an account to be included in the
composite it must be non-taxable, have a value of at least $200,000 and
have been managed on a fully discretionary basis for at least 6 months.
Compound annual rates of return are supplementary information that
represent the cumulative portfolio return expressed on an annualized basis
over the period presented. Performance for periods of less than one year is
not annualized. Security valuations are on a trade date basis and accrual
accounting is used for interest and dividends. Leverage is not used in the
accounts as a form of management and the U.S. dollar is the currency used
to express performance. Performance figures reflected are net of all
expenses, including transaction costs and commissions, and have been
adjusted to reflect the Fund's management fee. Results include the
reinvestment interest. Complete performance presentation notes are
available from the investment manager on request.
The Lehman Intermediate Government/Corporate Bond Index returns by
year were as follows: 1990 9.17%, 1991 14.63%, 1992 7.17%, 1993 8.78%, 1994
-1.93%, 1995 15.31%, 1996 4.06%, 1997 7.87%, 1998 8.42%, 1999 .39% and 2000
- ___%. The Lehman Intermediate Government/Corporate Bond Index must have
the following inherent rules: at least one year to final maturity
regardless of call features, at least $150 million par amount outstanding,
rated investment grade (Baa3 or better), fixed rate, although it can carry
a coupon that steps up or changes according to a predetermined schedule,
dollar-denominated and non-convertible, publicly traded, and a U.S.
Government or Corporate investment Grade security. Returns for the Lehman
Intermediate Government/Corporate Bond Index assume the reinvestment
of dividends and capital gains and do not reflect the deduction of
transaction costs or expenses, including management fees.
FINANCIAL HIGHLIGHTS
The following table is intended to help you better understand the Fund's
financial performance since its inception. Certain information reflects
financial results for a single Fund share. The total returns represent the rate
you would have earned (or lost) on an investment in the Fund, assuming
reinvestment of all dividends and distributions. This information has been
audited by McCurdy & Associates CPA's, Inc., whose report, along with the Fund's
financial statements, are included in the Fund's annual report, which is
available upon request.
[to be supplied by subsequent amendment]
<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 Fund's latest
semi-annual or annual fiscal year end.
Call the Fund at (800) 459-9084 to request free copies of the SAI and the
Fund's annual and semi-annual reports, to request other information about the
Fund and to make shareholder inquiries.
You may review and copy information about the Fund (including the SAI and
other reports) at the Securities and Exchange Commission (SEC) Public Reference
Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours and
operation. You may also obtain reports and other information about the 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, Washington, D.C. 20549-0102.
Investment Company Act #811-09541
Enhans Funds
Enhans RT 500 Fund
Enhans Master Investor Fund
STATEMENT OF ADDITIONAL INFORMATION
January 1, 2001
This Statement of Additional Information ("SAI") is not a prospectus.
It should be read in conjunction with the Prospectus of Enhans Funds dated
January 1, 2001. This SAI incorporates by reference the Funds' Annual Report to
Shareholders for the fiscal year ended August 31, 2000 ("Annual Report"). A free
copy of the Prospectus or Annual Report can be obtained by writing the Transfer
Agent at 431 North Pennsylvania Street, Indianapolis, Indiana 46204, or by
calling 1-888-837-1784.
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...................................................................
FINANCIAL STATEMENTS............................................................
<PAGE>
DESCRIPTION OF THE TRUST AND THE FUNDS
The Enhans RT 500 Fund and the Enhans Master Investor Fund (each a
"Fund" or collectively, the "Funds") were organized as diversified series of
AmeriPrime Advisors Trust (the "Trust") on December 22, 1999. 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 will be entitled to receive as
a class a distribution out of the assets, net of the liabilities, belonging to
that series. Expenses attributable to any series are borne by that series. Any
general expenses of the Trust not readily identifiable as belonging to a
particular series are allocated by or under the direction of the Trustees in
such manner as the Trustees determine to be fair and equitable. No shareholder
is liable to further calls or to assessment by the Trust without his or her
express consent.
Update: As of [ ], 2000, [The Specialty Screw Machine Company, P.O. Box
4185, Lancaster, PA 17604-4185, owned [ ]% of each Enhans Fund. As the
controlling shareholder, The Specialty Screw Machine Company 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.]
Update: As of [ ], 2000, the officers and Trustees as a group beneficially
owned [ ]% of the Fund.
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. 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.
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 and either Fund
could suffer significant losses. In addition, the strategy may result in
increased transaction costs and taxes that reduce the Fund's return.
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. The Funds also will incur transaction costs in
effecting short sales. Although not a principal strategy, the Enhans Master
Investor Fund may engage in short selling to a limited extent.
B. Securities Lending. Each 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. Neither Fund will invest 25% or more of its total assets
in any investment company that concentrates, although each Fund will itself
concentrate its investments in investment companies. 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 isAExpert Advisory Inc., 25 West King Street,
Lancaster, Pennsylvania 17603. AExpert Advisory Inc. is a wholly owned
subsidiary ofAExpert Inc. Kenneth S. Ray and Y W Kim may be deemed to control
AExpert Inc. due to their respective share of the ownership ofAExpert 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), Rule 12b-1 expenses, 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. For the period December
30, 1999 (commencement of operations) through August 31, 2000, the Enhans RT 500
Fund and the Enhans Master Investor Fund paid advisory fees of $[ ] and $[ ],
respectively.
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. Banks and
other financial institutions may charge their customers fees for offering these
services to the extent permitted by applicable regulatory authorities, and the
overall return to those shareholders availing themselves of the bank services
will be lower than to those shareholders who do not. The Fund may from time to
time purchase securities issued by banks and other financial institutions which
provide such services; however, in selecting investments for the Fund, no
preference will be shown for such securities.
<PAGE>
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.
The Board of Trustees supervises the business activities of the Trust. The
names of the Trustees and executive officers of the Trust are shown below. Each
Trustee who is an "interested person" of the Trust, as defined in the Investment
Company Act of 1940, is indicated by an asterisk.
<TABLE>
<S> <C>
==================================== ================ ======================================================================
Name, Age and Address Position Principal Occupations During Past 5 Years
------------------------------------ ---------------- ----------------------------------------------------------------------
*Kenneth D. Trumpfheller President, President, Treasurer and Secretary of Unified Fund Services, Inc.,
1793 Kingswood Drive Secretary and the Fund's administrator, and AmeriPrime Financial Securities, Inc.,
Suite 200 Trustee the Fund's distributor, since 1994. President, Secretary and
Southlake, Texas 76092 Trustee of AmeriPrime Funds and AmeriPrime Insurance Trust. Prior
Year of Birth: 1958 to December, 1994, a senior client executive with SEI Financial
Services.
------------------------------------ ---------------- ----------------------------------------------------------------------
*Robert A. Chopyak Treasurer and Manager of Unified Fund Services, Inc., the Fund's administrator,
------------------------------------ ---------------- ----------------------------------------------------------------------
Mark W. Muller Trustee Account Manager for CMS Hartzell, a manufacturer, from April 2000 to
------------------------------------ ---------------- ----------------------------------------------------------------------
Richard J. Wright, Jr. Trustee Various positions with Texas Instruments, a technology company,
8505 Forest Lane since 1995, including the following: Program Manager for
MS 8672 Semi-Conductor Business Opportunity Management System, 1998 to
Dallas, Texas 75243 present; Development Manager for web-based interface, 1999 to
Year of Birth: 1962 present; Systems Manager for Semi-Conductor Business Opportunity
Management System, 1997 to
1998; Development Manager
for Acquisition Manager,
1996-1997; Operations
Manager for Procurement
Systems, 1994-1997.
==================================== ================ ======================================================================
</TABLE>
<PAGE>
The compensation paid to the Trustees of the Trust for the fiscal year
ended August 31, 2000 is set forth in the following table. Trustee fees are
Trust expenses and each series of the Trust pays a portion of the Trustee fees.
==================================== =======================
Aggregate
Name Compensation
From Trust1
------------------------------------ -----------------------
Kenneth D. Trumpfheller 0
------------------------------------ -----------------------
Mark W. Muller $____
------------------------------------ -----------------------
Richard J. Wright $____
==================================== =======================
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. [Due to research services provided by brokers, the RT 500 Fund
directed to brokers $[ ] of brokerage transactions (on which commissions were $[
] during the period December 30, 1999 (commencement of operations) through
August 31, 2000. Due to research services provided by brokers, the Master
Investor Fund directed to brokers $[ ] of brokerage transactions (on which
commissions were $[ ] during the period August 31, 1999 (commencement of
operations) through August 31, 2000.]
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.
For the period December 30, 1999 (commencement of operations) through
August 31, 2000, the RT 500 Fund paid brokerage commissions of $[ ]. For the
period [ ] (commencement of operations) through August 31, 2000, the Mater
Investor Fund paid brokerage commissions of $[ ].
The Trust, the Adviser and the Funds' distributor have each adopted a Code
of Ethics (the "Code") under Rule 17j-1 of the Investment Company Act of 1940.
The personnel subject to the Code are permitted to invest in securities,
including securities that may be purchased or held by the Fund. You may obtain a
copy of the Code from the Securities and Exchange Commission.
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
Adviser's opinion, the last bid price does not accurately reflect the current
value of the security. All other securities for which over-the-counter market
quotations are readily available are valued at their last bid price. When market
quotations are not readily available, when the Adviser determines the last bid
price does not accurately reflect the current value or when restricted
securities are being valued, such securities are valued as determined in good
faith by the Adviser, subject to review of the Board of Trustees of the Trust.
Fixed income securities generally are valued by using market
quotations, but may be valued on the basis of prices furnished by a pricing
service when the Adviser believes such prices accurately reflect the fair market
value of such securities. A pricing service utilizes electronic data processing
techniques based on yield spreads relating to securities with similar
characteristics to determine prices for normal institutional-size trading units
of debt securities without regard to sale or bid prices. When prices are not
readily available from a pricing service, or when restricted or illiquid
securities are being valued, securities are valued at fair value as determined
in good faith by the Adviser, subject to review of the Board of Trustees. Short
term investments in fixed income securities with maturities of less than 60 days
when acquired, or which subsequently are within 60 days of maturity, are valued
by using the amortized cost method of valuation, which the Board has determined
will represent fair value.
INVESTMENT PERFORMANCE
Each Fund may periodically advertise "average annual total return."
"Average annual total return," as defined by the Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
for the period indicated that would equate the initial amount invested to the
ending redeemable value, according to the following formula:
P(1+T)n=ERV
Where: P = a hypothetical $1,000 initial investment
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the applicable
period of the hypothetical $1,000 investment made at the beginning of the
applicable period.
The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates 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.
For the period December 30, 1999 (commencement of operations) through
August 31, 2000, the RT 500 Fund's average annual total return was [ ]%. For the
period December 30, 1999 (commencement of operations) through August 31, 2000,
the Master Investor Fund's average annual total return was [ ]%.
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 each Fund's transfer agent and, in such
capacity, maintains the records of each shareholder's account, answers
shareholders' inquiries concerning their accounts, processes purchases and
redemptions of each Fund's shares, acts as dividend and distribution disbursing
agent and performs other transfer agent and shareholder service functions. For
its services as transfer agent, Unified receives a monthly fee from the Adviser
of $1.20 per shareholder (subject to a minimum monthly fee of $900). In
addition, Unified provides each Fund with fund accounting services, which
includes certain monthly reports, record-keeping and other management-related
services. For its services as fund accountant, Unified receives an annual fee
from the Adviser equal to 0.0275% of each Fund's assets up to $100 million,
0.0250% of each Fund's assets from $100 million to $300 million and 0.020% of
each Fund's assets over $300 million (subject to various monthly minimum fees,
the maximum being $2,100 per month for assets of $20 to $100 million). For the
period December 30, 1999 (commencement of operations through August 31, 2000,
the Adviser paid fees of $[ ] on behalf of the RT 500 Fund to Unified for these
fund accounting services. For the period December 30, 1999 (commencement of
operations) through August 31, 2000, the Adviser paid fees of $[ ] on behalf of
the Master Investor Fund to Unified for these fund accounting services.
ACCOUNTANTS
The firm of McCurdy & Associates CPA's, Inc., 27955 Clemens Road,
Westlake, Ohio 44145, has been selected as independent public accountants for
the Funds for the fiscal year ending August 31, 2001. 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 (the "Distributor"), is the exclusive agent for
distribution of shares of the Funds. Kenneth D. Trumpfheller, a Trustee and
officer of the Trust, is an affiliate of the Distributor. The Distributor is
obligated to sell the shares of the Funds on a best efforts basis only against
purchase orders for the shares. Shares of the Funds are offered to the public on
a continuous basis.
ADMINISTRATOR
The Funds retain AmeriPrime Financial Services, Inc., 1793 Kingswood
Drive, Suite 200, Southlake, TX 76092, (the "Administrator") to manage the
Funds' business affairs and provide the Funds with administrative services,
including all regulatory reporting and necessary office equipment, personnel and
facilities. The Administrator receives a monthly fee from the Adviser equal to
an annual average rate of 0.10% of each Fund's average daily net assets up to
fifty million dollars, 0.075% of each Fund's average daily net assets from fifty
to one hundred million dollars and 0.050% of each fund's average daily net
assets over one hundred million dollars. The Administrator, the Distributor, and
Unified (the Fund's transfer agent) are controlled by Unified Financial
Services, Inc. [Update to disclose fees paid.]
FINANCIAL STATEMENTS
[The financial statements and independent auditors' report required to
be included in the Statement of Additional Information will be supplied by
subsequent amendment.] The Trust will provide the Annual Report without charge
by calling the Fund at 1-888-837-1784.
AmeriPrime Advisors Trust
Monteagle Opportunity Growth Fund
Monteagle Value Fund
Monteagle Large Cap Fund
Monteagle Fixed Income Fund
STATEMENT OF ADDITIONAL INFORMATION
November 1, 2000
This Statement of Additional Information ("SAI") is not a prospectus. It
should be read in conjunction with the Prospectuses of the Monteagle Funds dated
January 1, 2001. This SAI incorporates by reference the Funds' Annual Report to
Shareholders for the fiscal year ended August 31, 2000 ("Annual Report"). A free
copy of the Prospectuses or Annual Report 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 FUND..........................................
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
CONSIDERATIONS.................................................................
INVESTMENT LIMITATIONS.........................................................
THE INVESTMENT MANAGER AND ADVISERS ...........................................
TRUSTEES AND OFFICERS..........................................................
PORTFOLIO TRANSACTIONS AND BROKERAGE...........................................
DETERMINATION OF SHARE PRICE...................................................
INVESTMENT PERFORMANCE.........................................................
CUSTODIAN......................................................................
TRANSFER AGENT.................................................................
ACCOUNTANTS....................................................................
DISTRIBUTOR....................................................................
ADMINISTRATOR..................................................................
FINANCIAL STATEMENTS...........................................................
DESCRIPTION OF THE TRUST AND THE FUND
The Monteagle Opportunity Growth Fund, Monteagle Value Fund, Monteagle
Large Cap Fund and the Monteagle Fixed Income Fund (each a "Fund" or
collectively, the "Funds") were organized as series of AmeriPrime Advisors Trust
(the "Trust") on August 3, 1999. The Monteagle Value Fund, the Monteagle Fixed
Income Fund and the Monteagle Large Cap Fund are diversified. The Monteagle
Opportunity Growth 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 manager to each Fund is
Nashville Capital Corporation (the "Manager").
Each share of a series represents an equal proportionate interest in the
assets and liabilities belonging to that series with each other share of that
series and is entitled to such dividends and distributions out of income
belonging to the series as are declared by the Trustees. The shares do not have
cumulative voting rights or any preemptive or conversion rights, and the
Trustees have the authority from time to time to divide or combine the shares of
any series into a greater or lesser number of shares of that series so long as
the proportionate beneficial interest in the assets belonging to that series and
the rights of shares of any other series are in no way affected. In case of any
liquidation of a series, the holders of shares of the series being liquidated
will be entitled to receive as a class a distribution out of the assets, net of
the liabilities, belonging to that series. Expenses attributable to any series
are borne by that series. Any general expenses of the Trust not readily
identifiable as belonging to a particular series are allocated by or under the
direction of the Trustees in such manner as the Trustees determine to be fair
and equitable. No shareholder is liable to further calls or to assessment by the
Trust without his or her express consent.
Prior to the public offering of the Funds, AmeriPrime Financial
Securities, Inc., 1793 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 Manager. 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.
As of October 23, 2000, the following persons may be deemed to
beneficially own five percent (5%) or more of the Opportunity Growth Fund:
FAMCO, Post Office Box 1148, Columbia, Tennessee 38402 - 99.96%.
As of October 23, 2000, the following persons may be deemed to
beneficially own five percent (5%) or more of the Value Fund: FAMCO, Post Office
Box 1148, Columbia, Tennessee 38402 - 100.00%.
As of October 23, 2000, the following persons may be deemed to
beneficially own five percent (5%) or more of the Large Cap Fund: FAMCO, Post
Office Box 1148, Columbia, Tennessee 38402 - 100.00%.
As of October 23, 2000, the following persons may be deemed to
beneficially own five percent (5%) or more of the Fixed Income Fund: FAMCO, Post
Office Box 1148, Columbia, Tennessee 38402 - 100.00%.
As of October 23, 2000, FAMCO may be deemed to control the Opportunity
Growth Fund, Value Fund, Large Cap Fund and Fixed Income Fund as a result of its
beneficial ownership of the shares of the Funds. As controlling shareholder, it
would control the outcome of any proposal submitted to the shareholders for
approval, including changes to a Fund's fundamental policies or the terms of the
management agreement and sub-advisory agreement with the Manager and each Fund's
advisor, respectively.
As of October 23, 2000, the officers and trustees as a group own less than
1% of the Fund.
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS
This section contains a more detailed discussion of some of the
investments the Funds may make and some of the techniques they may use.
A. Equity Securities. Each Fund (except the Fixed Income Fund) invests in
equity securities. Equity securities are common stocks, preferred stocks,
convertible preferred stocks, convertible debentures, American Depositary
Receipts ("ADR's") and rights and warrants. Convertible preferred stock is
preferred stock that can be converted into common stock pursuant to its terms.
Convertible debentures are debt instruments that can be converted into common
stock pursuant to their terms. Warrants are options to purchase equity
securities at a specified price valid for a specific time period. Rights are
similar to warrants, but normally have shorter durations. A Fund may not invest
more than 5% of its net assets at the time of purchase in rights and warrants.
B. Corporate Debt Securities. Each Fund may invest in corporate debt
securities. These are bonds or notes issued by corporations and other business
organizations, including business trusts, in order to finance their credit
needs. Corporate debt securities include commercial paper which consists of
short term (usually from one to two hundred seventy days) unsecured promissory
notes issued by corporations in order to finance their current operations. The
Manager (and each adviser) considers corporate debt securities to be of
investment grade quality if they are rated A- or higher by Standard & Poor's
Corporation ("S&P"), A-3 or higher by Moody's Investors Services, Inc.
("Moody's"), or if unrated, determined by the Fund's adviser to be of comparable
quality. Investment grade debt securities generally have adequate to strong
protection of principal and interest payments. In the lower end of this
category, credit quality may be more susceptible to potential future changes in
circumstances and the securities have speculative elements. The Funds will not
invest in securities rated below investment grade. If the rating of a security
by S&P or Moody's drops below investment grade, the Fund's adviser will dispose
of the security as soon as practicable (depending on market conditions) unless
the Fund's adviser determines based on its own credit analysis that the security
provides the opportunity of meeting the Fund's objective without presenting
excessive risk.
C. Municipal Securities. The Fixed Income may invest in municipal
securities. These are long and short term debt obligations issued by or on
behalf of states, territories and possessions of the United States, the District
of Columbia and their political subdivisions, agencies, instrumentalities and
authorities, as well as other qualifying issuers (including the U.S. Virgin
Islands, Puerto Rico and Guam), the income from which is exempt from regular
federal income tax and exempt from state tax in the state of issuance. Municipal
securities are issued to obtain funds to construct, repair or improve various
public facilities such as airports, bridges, highways, hospitals, housing,
schools, streets and water and sewer works, to pay general operating expenses or
to refinance outstanding debts. They also may be issued to finance various
private activities, including the lending of funds to public or private
institutions for construction of housing, educational or medical facilities or
the financing of privately owned or operated facilities. Municipal securities
consist of tax exempt bonds, tax exempt notes and tax exempt commercial paper.
Municipal notes, which are generally used to provide short term capital needs
and have maturities of one year of less, include tax anticipation notes, revenue
anticipation notes, bond anticipation notes and construction loan notes. Tax
exempt commercial paper typically represents short term, unsecured, negotiable
promissory notes. The Fund may invest in other municipal securities such as
variable rate demand instruments.
The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are backed by the
issuer's full credit and taxing power. Revenue bonds are backed by the revenues
of a specific project, facility or tax. Industrial development revenue bonds are
a specific type of revenue bond backed by the credit of the private issuer of
the facility, and therefore investments in these bonds have more potential risk
that the issuer will not be able to meet scheduled payments of principal and
interest.
The Fund considers municipal securities to be of investment grade quality
if they are rated BBB or higher by S&P, Baa or higher by Moody's, or if unrated,
determined by the Manager (or the Fund's adviser) to be of comparable quality.
Investment grade debt securities generally have adequate to strong protection of
principal and interest payments. In the lower end of this category, credit
quality may be more susceptible to potential future changes in circumstances and
the securities have speculative elements. The Fund will not invest in securities
rated below investment grade. If the rating of a security by S&P or Moody's
drops below investment grade, the Manager will dispose of the security as soon
as practicable (depending on market conditions) unless the Manager determines
based on its own credit analysis that the security provides the opportunity of
meeting the Fund's objective without presenting excessive risk.
D. U.S. Government Securities. Each Fund may invest in U.S. government
securities. These securities may be backed by the credit of the government
as a whole or only by the issuing agency. U.S. Treasury bonds, notes, and
bills and some agency securities, such as those issued by the Federal
Housing Administration and the Government National Mortgage Association
(GNMA), are backed by the full faith and credit of the U.S. government as
to payment of principal and interest and are the highest quality government
securities. Other securities issued by U.S. government agencies or
instrumentalities, such as securities issued by the Federal Home Loan Banks
and the Federal Home Loan Mortgage Corporation, are supported only by the
credit of the agency that issued them, and not by the U.S. government.
Securities issued by the Federal Farm Credit System, the Federal Land Banks
and the Federal National Mortgage Association (FNMA) are supported by the
agency's right to borrow money from the U.S. Treasury under certain
circumstances, but are not backed by the full faith and credit of the U.S.
government.
E. Mortgage-Backed Securities. The Fixed Income Fund may invest in
mortgage-backed securities. These securities represent an interest in a pool of
mortgages. These securities, including securities issued by FNMA and GNMA,
provide investors with payments consisting of both interest and principal as the
mortgages in the underlying mortgage pools are repaid. Unscheduled or early
payments on the underlying mortgages may shorten the securities' effective
maturities. The average life of securities representing interests in pools of
mortgage loans is likely to be substantially less than the original maturity of
the mortgage pools as a result of prepayments or foreclosures of such mortgages.
Prepayments are passed through to the registered holder with the regular monthly
payments of principal and interest, and have the effect of reducing future
payments. To the extent the mortgages underlying a security representing an
interest in a pool of mortgages are prepaid, the Fixed Income Fund may
experience a loss (if the price at which the respective security was acquired by
the Fund was at a premium over par, which represents the price at which the
security will be sold upon prepayment). In addition, prepayments of such
securities held by the Fixed Income Fund will reduce the share price of the Fund
to the extent the market value of the securities at the time of prepayment
exceeds their par value. Furthermore, the prices of mortgage-backed securities
can be significantly affected by changes in interest rates. Prepayments may
occur with greater frequency in periods of declining mortgage rates because,
among other reasons, it may be possible for mortgagors to refinance their
outstanding mortgages at lower interest rates. In such periods, it is likely
that any prepayment proceeds would be reinvested by the Fixed Income Fund at
lower rates of return.
F. Collateralized Mortgage Obligations (CMOs). The Fixed Income Fund may
invest in CMOs. CMOs are securities collateralized by mortgages or
mortgage-backed securities. CMOs are issued with a variety of classes or series,
which have different maturities and are often retired in sequence. CMOs may be
issued by governmental or non-governmental entities such as banks and other
mortgage lenders. Non-government securities may offer a higher yield but also
may be subject to greater price fluctuation than government securities.
Investments in CMOs are subject to the same risks as direct investments in the
underlying mortgage and mortgage-backed securities. In addition, in the event of
a bankruptcy or other default of an entity who issued the CMO held by a Fund,
the Fund could experience both delays in liquidating its position and losses.
G. Zero Coupon and Pay in Kind Bonds. Corporate debt securities and
municipal obligations include so-called "zero coupon" bonds and "pay-in-kind"
bonds. Zero coupon bonds do not make regular interest payments. Instead they are
sold at a deep discount from their face value. Each Fund will accrue income on
such bonds for tax and accounting purposes, in accordance with applicable law.
This income will be distributed to shareholders. Because no cash is received at
the time such income is accrued, the Fund may be required to liquidate other
portfolio securities to satisfy its distribution obligations. Because a zero
coupon bond does not pay current income, its price can be very volatile when
interest rates change. In calculating its dividend, the Funds take into account
as income a portion of the difference between a zero coupon bond's purchase
price and its face value. Certain types of CMOs pay no interest for a period of
time and therefore present risks similar to zero coupon bonds.
The Federal Reserve creates STRIPS (Separate Trading of Registered
Interest and Principal of Securities) by separating the coupon payments and the
principal payment from an outstanding Treasury security and selling them as
individual securities. A broker-dealer creates a derivative zero by depositing a
Treasury security with a custodian for safekeeping and then selling the coupon
payments and principal payment that will be generated by this security
separately. Examples are Certificates of Accrual on Treasury Securities (CATs),
Treasury Investment Growth Receipts (TIGRs) and generic Treasury Receipts (TRs).
These derivative zero coupon obligations are not considered to be government
securities unless they are part of the STRIPS program. Original issue zeros are
zero coupon securities issued directly by the U.S. government, a government
agency or by a corporation.
Pay-in-kind bonds allow the issuer, at its option, to make current
interest payments on the bonds either in cash or in additional bonds. The value
of zero coupon bonds and pay-in-kind bonds is subject to greater fluctuation in
response to changes in market interest rates than bonds which make regular
payments of interest. Both of these types of bonds allow an issuer to avoid the
need to generate cash to meet current interest payments. Accordingly, such bonds
may involve greater credit risks than bonds which make regular payment of
interest. Even though zero coupon bonds and pay-in-kind bonds do not pay current
interest in cash, the applicable Fund is required to accrue interest income on
such investments and to distribute such amounts at least annually to
shareholders. Thus, a Fund could be required at times to liquidate other
investments in order to satisfy its dividend requirements. No Fund will invest
more than 5% of its net assets in pay-in-kind bonds.
H. Financial Service Industry Obligations. Financial service industry
obligations include among others, the following:
(1) Certificates of Deposit. Certificates of deposit are negotiable
certificates evidencing the indebtedness of a commercial bank or
a savings and loan association to repay funds deposited with it
for a definite period of time (usually from fourteen days to one
year) at a stated or variable interest rate.
(2) Time Deposits. Time deposits are non-negotiable deposits
maintained in a banking institution or a savings and loan
association for a specified period of time at a stated interest
rate. Time Deposits are considered to be illiquid prior to their
maturity.
(3) Bankers' Acceptances. Bankers' acceptances are credit instruments
evidencing the obligation of a bank to pay a draft which has been
drawn on it by a customer, which instruments reflect the
obligation both of the bank and of the drawer to pay the face
amount of the instrument upon maturity.
I. Asset-Backed and Receivable-Backed Securities. The Fixed Income Fund
may invest in asset-backed securities. These securities are undivided fractional
interests in pools of consumer loans (unrelated to mortgage loans) held in a
trust. Payments of principal and interest are passed through to certificate
holders and are typically supported by some form of credit enhancement, such as
a letter of credit, surety bond, limited guaranty or senior/subordination. The
degree of credit enhancement varies, but generally amounts to only a fraction of
the asset-backed or receivable-backed security's par value until exhausted. If
the credit enhancement is exhausted, certificate holders may experience losses
or delays in payment if the required payments of principal and interest are not
made to the trust with respect to the underlying loans. The value of these
securities also may change because of changes in the market's perception of the
creditworthiness of the servicing agent for the loan pool, the originator of the
loans or the financial institution providing the credit enhancement.
Asset-backed and receivable-backed securities are ultimately dependent upon
payment of consumer loans by individuals, and the certificate holder generally
has no recourse against the entity that originated the loans. The underlying
loans are subject to prepayments which shorten the securities' weighted average
life and may lower their return. As prepayments flow through at par, total
returns would be affected by the prepayments: if a security were trading at a
premium, its total return would be lowered by prepayments, and if a security
were trading at a discount, its total return would be increased by prepayments.
The Fixed Income Fund will invest more than 5% of its net assets in asset-backed
or receivable-backed securities.
J. Loans of Portfolio Securities. Each Fund may make short and long term
loans of its portfolio securities. Under the lending policy authorized by the
Board of Trustees and implemented by the Manager in response to requests of
broker-dealers or institutional investors which the Manager deems qualified, the
borrower must agree to maintain collateral, in the form of cash or U.S.
government obligations, with the Fund on a daily mark-to-market basis in an
amount at least equal to 100% of the value of the loaned securities. The Fund
will continue to receive dividends or interest on the loaned securities and may
terminate such loans at any time or reacquire such securities in time to vote on
any matter which the Board of Trustees determines to be serious. With respect to
loans of securities, there is the risk that the borrower may fail to return the
loaned securities or that the borrower may not be able to provide additional
collateral. No loan of securities will be made if, as a result, the aggregate
amount of such loans would exceed 5% of the value of the Fund's net assets.
K. Foreign Securities. The Value Fund and Large Cap Fund may invest in
foreign equity securities through the purchase of American Depositary Receipts.
American Depositary Receipts are certificates of ownership issued by a U.S. bank
as a convenience to the investors in lieu of the underlying shares which it
holds in custody. The Value Fund may also invest directly in foreign equity
securities. The Fixed Income Fund may invest in dollar denominated foreign
fixed-income securities issued by foreign companies, foreign governments or
international organizations and determined by the Fund's adviser to be
comparable in quality to investment grade domestic securities. No Fund will
invest in a foreign security if, immediately after a purchase and as a result of
the purchase, the total value of foreign securities owned by the Fund would
exceed 10% of the value of the total assets of the Fund. To the extent that a
Fund does invest in foreign securities, such investments may be subject to
special risks.
Foreign government obligations generally consist of debt securities
supported by national, state or provincial governments or similar political
units or governmental agencies. Such obligations may or may not be backed by the
national government's full faith and credit and general taxing powers.
Investments in foreign securities also include obligations issued by
international organizations. International organizations include entities
designated or supported by governmental entities to promote economic
reconstruction or development as well as international banking institutions and
related government agencies. Examples are the International Bank for
Reconstruction and Development (the World Bank), the European Coal and Steel
Community, the Asian Development Bank and the InterAmerican Development Bank. In
addition, investments in foreign securities may include debt securities
denominated in multinational currency units of an issuer (including
international issuers). An example of a multinational currency unit is the
European Currency Unit. A European Currency Unit represents specified amounts of
the currencies of certain member states of the European Economic Community, more
commonly known as the Common Market.
Purchases of foreign securities are usually made in foreign currencies
and, as a result, a Fund may incur currency conversion costs and may be affected
favorably or unfavorably by changes in the value of foreign currencies against
the U.S. dollar. In addition, there may be less information publicly available
about a foreign company then about a U.S. company, and foreign companies are not
generally subject to accounting, auditing and financial reporting standards and
practices comparable to those in the U.S. Other risks associated with
investments in foreign securities include changes in restrictions on foreign
currency transactions and rates of exchanges, changes in the administrations or
economic and monetary policies of foreign governments, the imposition of
exchange control regulations, the possibility of expropriation decrees and other
adverse foreign governmental action, the imposition of foreign taxes, less
liquid markets, less government supervision of exchanges, brokers and issuers,
difficulty in enforcing contractual obligations, delays in settlement of
securities transactions and greater price volatility. In addition, investing in
foreign securities will generally result in higher commissions than investing in
similar domestic securities.
L. Repurchase Agreements. Each Fund may invest in repurchase agreements
fully collateralized by obligations issued by the U.S. Government or by agencies
of the U.S. governmnet ("U.S. Government obligations"). A repurchase agreement
is a short term investment in which the purchaser (i.e., a Fund) acquires
ownership of a U.S. Government obligation (which may be of any maturity) and the
seller agrees to repurchase the obligation at a future time at a set price,
thereby determining the yield during the purchaser's holding period (usually not
more than seven days from the date of purchase). Any repurchase transaction in
which a Fund engages will require full collateralization of the seller's
obligation during the entire term of the repurchase agreement. In the event of a
bankruptcy or other default of the seller, a Fund could experience both delays
in liquidating the underlying security and losses in value. However, the Funds
intend to enter into repurchase agreements only with the Trust's custodian,
other banks with assets of $1 billion or more and registered securities dealers
determined by the Fund's adviser to be creditworthy.
M. Option Transactions. Each Fund may engage in option transactions
involving individual stocks and bonds as well as stock and bond indexes. An
option involves either (a) the right or the obligation to buy or sell a specific
instrument at a specific price until the expiration date of the option, or (b)
the right to receive payments or the obligation to make payments representing
the difference between the closing price of a market index and the exercise
price of the option expressed in dollars times a specified multiple until the
expiration date of the option. Options are sold (written) on securities and
market indexes. The purchaser of an option on a security pays the seller (the
writer) a premium for the right granted but is not obligated to buy or sell the
underlying security. The purchaser of an option on a market index pays the
seller a premium for the right granted, and in return the seller of such an
option is obligated to make the payment. A writer of an option may terminate the
obligation prior to expiration of the option by making an offsetting purchase of
an identical option. Options are traded on organized exchanges and in the
over-the-counter market. Call options on securities which the Funds sell (write)
will be covered or secured, which means that the Fund will own the underlying
security in the case of a call option. The Funds will sell (write) put options
only if the Fund is selling an equivalent amount of the same security short.
When the Funds write options, they may be required to maintain a margin account,
to pledge the underlying securities or U.S. government obligations or to deposit
assets in escrow with the Custodian. The Funds may also utilize spreads and
straddle strategies. A spread is the difference in price resulting from a
combination of put and call options within the same class on the same underlying
security. A straddle strategy consists of an equal number of put and call
options on the same underlying stock, stock index, or commodity future at the
same strike price and maturity date.
The purchase and writing of options involves certain risks. The purchase
of options limits a Fund's potential loss to the amount of the premium paid and
can afford a Fund the opportunity to profit from favorable movements in the
price of an underlying security to a greater extent than if transactions were
effected in the security directly. However, the purchase of an option could
result in a Fund losing a greater percentage of its investment than if the
transaction were effected directly. When a Fund writes a covered call option, it
will receive a premium, but it will give up the opportunity to profit from a
price increase in the underlying security above the exercise price as long as
its obligation as a writer continues, and it will retain the risk of loss should
the price of the security decline. When a Fund writes a put option, it will
assume the risk that the price of the underlying security or instrument will
fall below the exercise price, in which case the Fund may be required to
purchase the security or instrument at a higher price than the market price of
the security or instrument. In addition, there can be no assurance that a Fund
can effect a closing transaction on a particular option it has written. Further,
the total premium paid for any option may be lost if the Fund does not exercise
the option or, in the case of over-the-counter options, the writer does not
perform its obligations.
N. Short Sales. The Value Fund may sell a security short in anticipation
of a decline in the market value of the security. When the 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, the 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. The Fund will limit its short sales so that no more than 5% of
its net assets (less all its liabilities other than obligations under the short
sales) will be deposited as collateral and allocated to the segregated account.
However, the segregated account and deposits will not necessarily limit the
Fund's potential loss on a short sale, which is unlimited.
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.
THE MANAGER AND ADVISERS
The Manager. The investment manager to the Funds is Nashville Capital, 209
10th Avenue South, Nashville, TN 37203 (the "Manager"). Sydney and Larry Catlett
are the controlling shareholders of the Manager.
Under the terms of the management agreement (the "Agreement"), the Manager
manages each Fund's investments subject to approval of the Board of Trustees and
pays all of the expenses of each Fund except brokerage, taxes, borrowing cost
(such as (a) interest and (b) dividend expense on securities sold short), fees
and expenses of the non-interested person trustees, 12b-1 expenses and
extraordinary expenses. As compensation for its management services and
agreement to pay each Fund's expenses, each Fund is obligated to pay the Manager
a fee (based on average daily net assets) computed and accrued daily and paid
monthly at the following annual rates:
<TABLE>
<S> <C>
ASSETS OPPORTUNITY VALUE FIXED LARGE
GROWTH INCOME CAP
Up to and including $25 million 1.35% 1.35% 1.15% 1.25%
From $25 million up to and including 1.30% 1.25% 1.10% 1.13%
From $50 million up to and including 1.18% 1.10% 0.97% 1.00%
Over $100 million 1.10% 1.00% 0.90% 0.95%
</TABLE>
For the period [ ] (commencement of operations) through August 31, 2000,
the Opportunity Growth Fund paid advisory fees of $[ ]. For the period [ ]
(commencement of operations) through August 31, 2000, the Value Fund paid
advisory fees of $[ ]. For the period [ ] (commencement of operations) through
August 31, 2000, the Fixed Income Fund paid advisory fees of $[ ]. For the
period [ ] (commencement of operations) through August 31, 2000, the Large Cap
Fund paid advisory fees of $[ ].
The Manager retains the right to use the name "Monteagle" in connection
with another investment company or business enterprise with which the Manager is
or may become associated. The Trust's right to use the name "Monteagle"
automatically ceases ninety days after termination of the Agreement and may be
withdrawn by the Manager on ninety days written notice.
The Manager will pay First Farmers & Merchants National Bank of Columbia,
Tennessee ("First Farmers") a fee for assisting the Manager in providing certain
supportive administrative services to the Funds. The fee for each Fund will be
at an annual rate of 0.10% of the Fund's assets up to $50 million, 0.085% of
such assets from $50 million up to $100 million, and 0.075% of such assets in
excess of $100 million.
The Manager may make payments to banks or other financial institutions
that provide shareholder services and administer shareholder accounts. The
Manager will pay First Farmers a shareholder servicing fee equal to 0.05% of the
assets in each Fund to which First Farmers provides such services. Banks may
charge their customers fees for offering these services to the extent permitted
by applicable regulatory authorities, and the overall return to those
shareholders availing themselves of the bank services will be lower than to
those shareholders who do not. The Funds may from time to time purchase
securities issued by banks which provide such services; however, in selecting
investments for the Fund, no preference will be shown for such securities.
The Advisers. T.H. Fitzgerald, Jr. (d/b/a T.H. Fitzgerald & Co.
("Fitzgerald") is the adviser to the Opportunity Growth Fund. Under the terms of
the advisory agreement, Fitgerald receives a fee from the Manager computed and
accrued daily and paid monthly equal to 0.70% of net assets up to $25 million,
0.60% of net assets from $25% million up to $50 million, 0.45% of net assets
from $50 million up to $100 million, and 0.40% of net assets of $100 million and
greater. Robinson Investment Group, Inc. ("Robinson") is the adviser to the
Value Fund. Under the advisory agreement, Robinson receives a fee from the
Manager computed and accrued daily and paid monthly at an annual rate of 0.60%
of net assets up to $25 million, 0.45% of net assets from $25% million up to $50
million, 0.35% of net assets from $50 million up to $100 million, and 0.30% of
net assets of $100 million and greater. Howe and Rushling, Inc. ("H&R") is the
adviser to the Large Cap Fund and the Fixed Income Fund. Under the terms of the
advisory agreement, H&R receives a fee from the Manager for the Large Cap Fund
computed and accrued daily and paid monthly at an annual rate of 0.40% of net
assets up to $25 million, 0.30% of net assets from $25% million up to $50
million, and 0.25% of net assets of $50 million and greater. H&R receives a fee
from the Manager for the Fixed Income Fund computed and accrued daily and paid
monthly at an annual rate of 0.30% of net assets up to $25 million, 0.25% of net
assets from $25% million up to $50 million, and 0.20% of net assets of $50
million and greater.
Subject always to the control of the Board of Trustees, each adviser, at
its expense, furnishes continuously an investment program for the Fund or Funds
for which it acts as adviser Each adviser must use its best judgement to make
investment decisions, place all orders for the purchase and sale of portfolio
securities and execute all agreements related thereto. Each adviser makes its
officers and employees available to the Manager from time to time at reasonable
times to review investment policies and to consult with the Manager regarding
the investment affairs of the applicable Fund. Each adviser maintains books and
records with respect to the securities transactions and renders to the Manager
such periodic and special reports as the Manager or the Trustees may request.
Each adviser pays all expenses incurred by it in connection with its activities
under the advisory agreement other than the cost (including taxes and brokerage
commissions, if any) of securities and investments purchased for a Fund.
<PAGE>
TRUSTEES AND OFFICERS
The Board of Trustees supervises the business activities of the Trust. The
names of the Trustees and executive officers of the Trust are shown below. Each
Trustee who is an "interested person" of the Trust, as defined in the Investment
Company Act of 1940, is indicated by an asterisk.
<TABLE>
<S> <C>
==================================== ================ ======================================================================
Name, Age and Address Position Principal Occupations During Past 5 Years
------------------------------------ ---------------- ----------------------------------------------------------------------
*Kenneth D. Trumpfheller President, President, Treasurer and Secretary of AmeriPrime Financial Services,
1793 Kingswood Drive Secretary and Inc., the Fund's administrator, and AmeriPrime Financial Securities,
Suite 200 Trustee Inc., the Fund's distributor, since 1994. President, Secretary and
Southlake, Texas 76092 Trustee of AmeriPrime Funds and AmeriPrime Insurance Trust. Prior
Year of Birth: 1958 to December, 1994, a senior client executive with SEI Financial
Services.
------------------------------------ ---------------- ----------------------------------------------------------------------
*Robert A. Chopyak Treasurer and Manager of AmeriPrime Financial Services, Inc., the Fund's
------------------------------------ ---------------- ----------------------------------------------------------------------
Mark W. Muller Trustee Account Manager for CMS Hartzell, a manufacturer, from April 2000 to
------------------------------------ ---------------- ----------------------------------------------------------------------
Richard J. Wright, Jr. Trustee Various positions with Texas Instruments, a technology company,
8505 Forest Lane since 1995, including the following: Program Manager for
MS 8672 Semi-Conductor Business Opportunity Management System, 1998 to
Dallas, Texas 75243 present; Development Manager for web-based interface, 1999 to
Year of Birth: 1962 present; Systems Manager for Semi-Conductor Business Opportunity
Management System, 1997 to
1998; Development Manager
for Acquisition Manager,
1996-1997; Operations
Manager for Procurement
Systems, 1994-1997.
==================================== ================ ======================================================================
</TABLE>
<PAGE>
The compensation paid to the Trustees of the Trust for the fiscal year
ended through August 31, 2000 is set forth in the following table. Trustee fees
are Trust expenses and each series of the Trust pays a portion of the Trustee
fees.
============================= ======================= ==========================
Aggregate Total Compensation
Compensation from Trust (the Trust is
Name From Trust not in a Fund Complex)
----------------------------- ----------------------- --------------------------
Kenneth D. Trumpfheller 0 0
----------------------------- ----------------------- --------------------------
Mark W. Muller $[ ] $[ ]
----------------------------- ----------------------- --------------------------
Richard J. Wright $[ ] $[ ]
============================= ======================= ==========================
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Board of Trustees of the Trust, the
Manager is responsible for each Fund's portfolio decisions and the placing of
each Fund's portfolio transactions. In placing portfolio transactions, the
Manager 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 Manager 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
Manager 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 Manager 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 Manager 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 Manager 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 Manager'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 Adviser in servicing all of its accounts. Similarly,
research and information provided by brokers or dealers serving other clients
may be useful to the Manager in connection with its services to the Funds.
Although research services and other information are useful to the Funds and the
Adviser, it is not possible to place a dollar value on the research and other
information received. It is the opinion of the Board of Trustees and the Manager
that the review and study of the research and other information will not reduce
the overall cost to the Manager of performing its duties to the Funds under the
Agreement. [Due to research services provided by brokers, the Opportunity Growth
Fund directed to brokers $[ ] of brokerage transactions (on which commissions
were $[ ] during the period [ ] (commencement of operations) through August 31,
2000. Due to research services provided by brokers, the Value Fund directed to
brokers $[ ] of brokerage transactions (on which commissions were $[ ] during
the period [ ] (commencement of operations) through August 31, 2000. Due to
research services provided by brokers, the Fixed Income Fund directed to brokers
$[ ] of brokerage transactions (on which commissions were $[ ] during the period
[ ] (commencement of operations) through August 31, 2000. Due to research
services provided by brokers, the Large Cap Fund directed to brokers $[ ] of
brokerage transactions (on which commissions were $[ ] during the period [ ]
(commencement of operations) through August 31, 2000.]
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.
While each Fund contemplates no ongoing arrangements with any other
brokerage firms, brokerage business may be given from time to time to other
firms. The Manager will not receive reciprocal brokerage business as a result of
the brokerage business placed by the Funds with others.
When a Fund and another of the Manager 's clients seek to purchase or sell
the same security at or about the same time, the Manager may execute the
transaction on a combined ("blocked") basis. Blocked transactions can produce
better execution for the Portfolios because of the increased volume of the
transaction. If the entire blocked order is not filled, the Portfolio 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 Portfolio may not be
able to obtain as large an execution of an order to sell or as high a price for
any particular portfolio security if the other client desires to sell the same
portfolio security at the same time. In the event that the entire blocked order
is not filled, the purchase or sale will normally be allocated on a pro rata
basis. The allocation may be adjusted by the Manager, taking into account such
factors as the size of the individual orders and transaction costs, when the
Manager believes an adjustment is reasonable. For the period [ ] (commencement
of operations) through August 31, 2000, the Opportunity Growth Fund paid
brokerage commissions of $[ ]. For the period [ ] (commencement of operations)
through August 31, 2000, the Value Fund paid brokerage commissions of $[ ]. For
the period [ ] (commencement of operations) through August 31, 2000, the Fixed
Income Fund paid brokerage commissions of $[ ]. For the period [ ] (commencement
of operations) through August 31, 2000, the Large Cap Fund paid brokerage
commissions of $[ ].
The Trust, the Manager, the Advisers and the Funds'
distributor have each adopted a Code of Ethics (the "Code") under Rule 17j-1 of
the Investment Company Act of 1940. The personnel subject to the Code are
permitted to invest in securities, including securities that may be purchased or
held by the Fund. You may obtain a copy of the Code from the Securities and
Exchange Commission.
<PAGE>
DETERMINATION OF SHARE PRICE
The price (net asset value) of the shares of each Fund is determined as of
4:00 p.m., Eastern time on each day the Trust is open for business and on any
other day on which there is sufficient trading in the Fund's securities to
materially affect the net asset value. The Trust is open for business on every
day except Saturdays, Sundays and the following holidays: New Year's Day, Martin
Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas.
Securities 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
applicable Adviser's opinion, the last bid price does not accurately reflect the
current value of the security. All other securities for which over-the-counter
market quotations are readily available are valued at their last bid price. When
market quotations are not readily available, when the Adviser determines the
last bid price does not accurately reflect the current value or when restricted
securities are being valued, such securities are valued as determined in good
faith by the Adviser, in conformity with guidelines adopted by and subject to
review of the Board of Trustees of the Trust.
Fixed income securities generally are valued by using market quotations,
but may be valued on the basis of prices furnished by a pricing service when the
applicable Adviser believes such prices accurately reflect the fair market value
of such securities. A pricing service utilizes electronic data processing
techniques based on yield spreads relating to securities with similar
characteristics to determine prices for normal institutional-size trading units
of debt securities without regard to sale or bid prices. When prices are not
readily available from a pricing service, or when restricted or illiquid
securities are being valued, securities are valued at fair value as determined
in good faith by the Adviser, subject to review of the Board of Trustees. Short
term investments in fixed income securities with maturities of less than 60 days
when acquired, or which subsequently are within 60 days of maturity, are valued
by using the amortized cost method of valuation, which the Board has determined
will represent fair value.
INVESTMENT PERFORMANCE
Each Fund may periodically advertise "average annual total return."
"Average annual total return," as defined by the Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
for the period indicated that would equate the initial amount invested to the
ending redeemable value, according to the following formula:
P(1+T)n=ERV
Where: P = a hypothetical $1,000 initial investment
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the
applicable period of the hypothetical $1,000
investment made at the beginning of the
applicable period.
The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates that the maximum sales load is
deducted from the initial $1,000 and that a complete redemption occurs at the
end of the applicable period. If 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.
A Fund's "yield" is determined in accordance with the method defined by
the Securities and Exchange Commission. A yield quotation is based on a 30 day
(or one month) period and is computed by dividing the net investment income per
share earned during the period by the maximum offering price per share on the
last day of the period, according to the following formula:
Yield= 2[(a-b/cd+1)6-1]
Where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period
that were entitled to receive dividends
d = the maximum offering price per share on the last day of the period
Solely for the purpose of computing yield, dividend income is recognized
by accruing 1/360 of the stated dividend rate of the security each day that the
Fund owns the security. Generally, interest earned (for the purpose of "a"
above) on debt obligations is computed by reference to the yield to maturity of
each obligation held based on the market value of the obligation (including
actual accrued interest) at the close of business on the last business day prior
to the start of the 30-day (or one month) period for which yield is being
calculated, or, with respect to obligations purchased during the month, the
purchase price (plus actual accrued interest). With respect to the treatment of
discount and premium on mortgage or other receivable-backed obligations which
are expected to be subject to monthly paydowns of principal and interest, gain
or loss attributable to actual monthly paydowns is accounted for as an increase
or decrease to interest income during the period and discount or premium on the
remaining security is not amortized.
Each Fund may also advertise performance information (a "non-standardized
quotation") which is calculated differently from average annual total return. A
non-standardized quotation of total return may be a cumulative return which
measures the percentage change in the value of an account between the beginning
and end of a period, assuming no activity in the account other than reinvestment
of dividends and capital gains distributions. A non-standardized quotation may
also be an average annual compounded rate of return over a specified period,
which may be a period different from those specified for average annual total
return. In addition, a non-standardized quotation may be an indication of the
value of a $10,000 investment (made on the date of the initial public offering
of the Fund's shares) as of the end of a specified period. These
non-standardized quotations do not include the effect of the applicable sales
load which, if included, would reduce the quoted performance. A non-standardized
quotation of total return will always be accompanied by the Fund's average
annual total return as described above.
Each Fund's investment performance will vary depending upon market
conditions, the composition of 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.
For the period [ ] (commencement of operations) through August 31, 2000, the
Opportunity Growth Fund's average annual total return was [ ]%. For the period [
] (commencement of operations) through August 31, 2000, the Value Fund's average
annual total return was [ ]%. For the period [ ] (commencement of operations)
through August 31, 2000, the Large Cap Fund's average annual total return was [
]%. For the period [ ] (commencement of operations) through August 31, 2000, the
Fixed Income Fund's average annual total return was [ ]%.
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 Manager 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). For the period [ ] (commencement of operations)
through August 31, 2000, the Manager paid fees of $[ ] on behalf of the
Opportunity Growth Fund to Unified for these fund accounting services. For the
period [ ] (commencement of operations) through August 31, 2000, the Manager
paid fees of $[ ] on behalf of the Value Fund to Unified for these fund
accounting services. For the period [ ] (commencement of operations) through
August 31, 2000, the Manager paid fees of $[ ] on behalf of the Large Cap Fund
to Unified for these fund accounting services. For the period [ ] (commencement
of operations) through August 31, 2000, the Manager paid fees of $[ ] on behalf
of the Fixed Income Fund to Unified for these fund accounting services.
ACCOUNTANTS
The firm of McCurdy & Associates CPA's, Inc., 27955 Clemens Road,
Westlake, Ohio 44145, has been selected as independent public accountants for
the Funds for the fiscal year ending August 31, 2001. McCurdy & Associates
performs an annual audit of the Fund's financial statements and provides
financial, tax and accounting consulting services as requested.
DISTRIBUTOR
AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, is the exclusive agent for distribution of shares of the
Funds. 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 Manager 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. For the period [ ] (commencement of
operations) through August 31, 2000, the Administrator received $[ ] from the
Opportunity Growth Fund for these services. For the period [ ] (commencement of
operations) through August 31, 2000, the Administrator received $[ ] from the
Value Fund for these services. For the period [ ] (commencement of operations)
through August 31, 2000, the Administrator received $[ ] from the Large Cap Fund
for these services. For the period [ ] (commencement of operations) through
August 31, 2000, the Administrator received $[ ] from the Fixed Income Fund for
these services.
FINANCIAL STATEMENTS
[The financial statements and independent auditors' report required to be
included in the Statement of Additional Information will be supplied by
subsequent amendment]. The Trust will provide the Annual Report without charge
by calling the Fund at (800) 441-6978.
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.
(iv) Copies of Amendments No. 3-5 to Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 12, is
hereby incorporated by reference.
(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 Holders. 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 withAExpert Advisory, Inc. for the
Enhans Master Investor Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 9, is hereby incorporated by reference.
(xiii) Registrant's Management Agreement withAExpert Advisory, Inc. for the
Enhans RT 500 Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 9, is hereby incorporated by reference.
(xiv) Registrant's Management Agreement with Cloud, Neff & Associates, Inc. for
the Cloud, Neff Capital Appreciation Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 12, is hereby incorporated by
reference.
(xv) Registrant's Management Agreement with Paragon Capital Management, Inc. for
the Paragon Strategic Accent Fund (formerly the Paragon Dynamic Hedge Fund),
which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 12,
is hereby incorporated by reference.
(xvi) Registrant's Proposed Management Agreement with Paragon Capital
Management, Inc. for the Paragon Dynamic Fortress Fund (formerly the Paragon
Uncorrelated Return Fund), which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 12, is hereby incorporated by reference.
(xvii) Registrant's Management Agreement with Riccardi Group LLC for the Master
High Yield Income Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 12, is hereby incorporated by reference.
(xviii) Registrant's Proposed Management Agreement with InteractiveFunds
Investment Advisory Services LLC for the MutualMinds.com Diversified Growth
Fund, which was filed as an Exhibit to Registrant's Post-Effective Amendment No.
12, is hereby incorporated by reference.
(xix) Registrant's Proposed Management Agreement with InteractiveFunds
Investment Advisory Services LLC for the MutualMinds.com Small Cap Growth Fund,
which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 12,
is hereby incorporated by reference.
(xx) Registrant's Proposed Management Agreement with InteractiveFunds Investment
Advisory Services LLC for the MutualMinds.com New Economy Fund, which was filed
as an Exhibit to Registrant's Post-Effective Amendment No. 12, is hereby
incorporated by reference.
(xxi) Registrant's Proposed Management Agreement with Capital Cities Asset
Management, Inc. for the Chameleon Market Rotation Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 13, is hereby incorporated
by reference.
(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, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 6, is hereby incorporated by
reference.
(iii) Amended Exhibit A to Underwriting Agreement, which was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 12, is hereby incorporated by
reference.
(f) Bonus or Profit Sharing Contracts. None.
(g) Custodian Agreements.
(i) 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.
(ii) Amended Appendix B to Custodian Agreement, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 12, is hereby incorporated by
reference.
(h) Other Material Contracts. None.
(i) Legal Opinion.
(i) Opinion of Brown, Cummins & Brown Co., L.P.A. , which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 13, is hereby incorporated
by reference.
(ii) Consent of Brown, Cummins & Brown Co., L.P.A. is filed herewith.
(j) Other Opinions.
(i) Consent of McCurdy & Associates CPA's, Inc. is filed herewith.
(k) Omitted Financial Statements. None.
(l) Initial Capital Agreements. 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 Rule 12b-1 Service Agreement for the Enhans RT Funds,
which was filed as an Exhibit to Registrant's Post-Effective Amendment No.
5, is hereby incorporated by reference.
(ii) Form of Registrant's Rule 12b-1 Distribution Plan for the Enhans RT Funds,
which was filed as an Exhibit to Registrant's Post-Effective Amendment No.
5, is hereby incorporated by reference.
(iii)Form of Rule 12b-1 Distribution Plan for the MutualMinds.com Funds, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 12, is
hereby incorporated by reference.
(iv) Registrant's Rule 12b-1 Distribution Plan for the Chameleon Market Rotation
Fund will be supplied.
(n) Rule 18f-3 Plan. None.
(o) Reserved.
(p) Codes of Ethics. Copy of Registrant's Code of Ethics, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 12, is hereby
incorporated by reference.
(q) Powers 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, which were filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, are hereby incorporated by
reference.
(iii)Power of Attorney for the President, Secretary and Trustee, which was filed
as an Exhibit to Registrant's Post-Effective Amendment No. 6, is hereby
incorporated by reference.
(iv) Power of Attorney for the Treasurer, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 12, is hereby incorporated by
reference.
Item 24. Persons Controlled by or Under Common Control with the Funds
As of October 23, 2000, First Union National Bank, Trustee, owned 73.53% of the
StoneRidge Equity Fund and 99.57% of the StoneRidge Bond Fund. As a result, the
StoneRidge Equity Fund and the StoneRidge Bond Fund may be deemed to be under
common control.
As of October 23, 2000, First Farmers and Merchant National Bank, Trustee, owned
100% of the Monteagle Large Cap Fund, the Monteagle Value Fund, and the
Monteagle Fixed Income Fund and 99.99% of the Monteagle Opportunity Growth Fund.
As a result, the Monteagle Funds 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) Pursuant to the Underwriting Agreement, the Trust shall indemnify
Underwriter and each of Underwriter's Employees (hereinafter referred to as a
"Covered Person") against all liabilities, including but not limited to amounts
paid in satisfaction of judgments, in compromise or as fines and penalties, and
expenses, including reasonable accountants' and counsel fees, incurred by any
Covered Person in connection with the defense or disposition of any action, suit
or other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Person may be or may
have been involved as a party or otherwise or with which such person may be or
may have been threatened, while serving as the underwriter for the Trust or as
one of Underwriter's Employees, or thereafter, by reason of being or having been
the underwriter for the Trust or one of Underwriter's Employees, including but
not limited to liabilities arising due to any misrepresentation or misstatement
in the Trust's prospectus, other regulatory filings, and amendments thereto, or
in other documents originating from the Trust. In no case shall a Covered Person
be indemnified against any liability to which such Covered Person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties of such Covered Person.
(d) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the provisions of Ohio law and the Agreement and
Declaration of the Registrant or the By-Laws of the Registrant, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Trust in the successful defense of any action, suit or proceeding)
is asserted by such trustee, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
Item 26. Business and Other Connections of Investment 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 Advisers 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 and 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 No. 801-12196)
(f) AExpert Advisory, Inc. ("AExpert"), 25 West King Street, Lancaster,
Pennsylvania 17603, adviser to Enhans Master Investor Fund and Enhans RT
500 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 ofAExpert is
incorporated by reference to Schedule D of Form ADV filed by it under
the Investment Advisers Act (File No. 801-43349).
(g) Cloud, Neff & Associates, Inc. ("Cloud, Neff"), 606 Park Tower, 5314 South
Yale, Tulsa, Oklahoma 74135, adviser to the Cloud, Neff Capital
Appreciation Fund, is a registered investment adviser.
(i) Cloud, Neff has engaged in no other business during the past two
fiscal years.
(ii) Information with respect to each officer and director of Cloud, Neff
is incorporated by reference to Schedule D of Form ADV filed by it
under the Investment Advisers Act (File No. 801-43639).
(h) Paragon Capital Management, Inc. ("Paragon"), 3651 N. 100 E., Suite
275, Provo, Utah 84604, adviser to the Paragon Dynamic Hedge Fund and
the Paragon Uncorrelated Return Fund, is a registered investment
adviser.
(i) Paragon has engaged in no other business during the past two
fiscal years.
(ii) Information with respect to each officer and director of Paragon
is incorporated by reference to Schedule D of Form ADV filed by
it under the Investment Advisers Act (File No. 801-45326).
(i) Riccardi Group LLC ("Riccardi"), 340 Sunset Dr., Ft. Lauderdale,
Florida 33301, adviser to the Master High Yield Income Fund, is a
registered investment adviser.
(i) Riccardi has engaged in no other business during the past two
fiscal years.
(ii) Information with respect to each officer and member of Paragon is
incorporated by reference to Schedule D of Form ADV filed by it
under the Investment Advisers Act (File No. 801-56024).
(j) InteractiveFunds Investment Advisory Services LLC ("Interactive"), 14180
Dallas Parkway, Suite 200, Dallas, Texas 75057, adviser to the
MutualMinds.com Investors Diversified Growth Fund, MutualMinds.com Small
Cap Growth Fund and MutualMinds.com New Economy Fund, is a registered
investment adviser.
(i) Interactive has engaged in no other business during the past two
fiscal years.
(ii) Information with respect to each officer and director of Interactive
is incorporated by reference to Schedule D of Form ADV filed by it
under the Investment Advisers Act (801-59750).
(k) Capital Cities Asset Management, Inc. ("Capital Cities"), 11651 Jollyville
Road, Suite 200, Austin, TX 78759, adviser to the Chameleon Market Rotation
Fund, is a registered investment adviser.
(i) Capital Cities has engaged in no other business during the past two
fiscal years.
(ii) Information with respect to each officer and director of Capital
Cities is incorporated by reference to Schedule D of Form ADV filed by
it under the Investment Advisers Act (801-45494).
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.
AmeriPrime Financial Services, Inc. is also the underwriter for the
AmeriPrime Funds, AmeriPrime Insurance Trust, the Kenwood Funds, the
Rockland Funds Trust and the TANAKA Funds, Inc.
(b) Information with respect to each director and officer of AmeriPrime
Financial Securities, Inc. is incorporated by reference to Schedule A
of Form BD filed by it under the Securities Exchange Act of 1934 (File
No. 8-48143).
(c) Not applicable.
Item 28. Location of Accounts and Records
Accounts, books and other documents required to be maintained by Section 31(a)
of the Investment Company Act of 1940 and the Rules promulgated thereunder will
be maintained by the Registrant at 1793 Kingswood Drive, Suite 200, Southlake,
Texas 76092 and/or by the Registrant's 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio on the 3rd day of November,
2000.
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
Richard Wright,* November 3, 2000
Trustee
Mark Muller,*
Trustee
Robert A. Chopyak*
Treasurer and Chief Financial Officer
EXHIBIT INDEX
1. Consent of Counsel........................................EX-99.23.i.ii
2. Consent of Accountant........................................EX-99.23.j
