SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
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Pre-Effective Amendment No. / /
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Post-Effective Amendment No. 6 / X /
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
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OF 1940
Amendment No. 7 / X /
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(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
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Kenneth Trumpfheller, AmeriPrime Advisors Trust, 1793 Kingswood Drive,
Suite 200, Southlake, Texas 76092
(Name and Address of Agent for Service)
With copy to:
Donald S. Mendelsohn, Brown, Cummins & Brown Co., L.P.A.
3500 Carew Tower, Cincinnati, Ohio 45202
Approximate Date of Proposed Public Offering: December 1, 1999.
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b)
/ / on pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1) /X/ 75 days after filing pursuant
to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
10671 02/16/2000 4:20 PM
<PAGE>
CLOUD, NEFF CAPITAL APPRECIATION FUND
PROSPECTUS DATED __________, 2000
5314 South Yale, Suite 606
Tulsa, OK 74135
(800) ___-____
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
10971 02/08/2000 3:55 PM
<PAGE>
TABLE OF CONTENTS
PAGE
ABOUT THE FUND..................................................................
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..........................................................
FOR MORE INFORMATION..................................................BACK COVER
<PAGE>
ABOUT THE FUND
INVESTMENT OBJECTIVE
The investment objective of the Cloud, Neff Capital Appreciation Fund is
long-term capital appreciation.
PRINCIPAL STRATEGIES
The Fund invests primarily in common stocks of large capitalization
U.S. companies (those with market capitalizations above $5 billion). The Fund's
adviser selects securities of companies that it believes have potential for
strong earnings growth, and increasing demand for the goods or services they
produce. The adviser seeks companies that it believes are reasonably priced when
compared to other companies in the same industry and peer group. The adviser
uses a broad range of fundamental, technical, and momentum based analytical
procedures to identify potential investment candidates. Those companies that are
dominant in their respective industry group are favored over smaller
competitors. Securities are sold when, in the adviser's opinion, they become
fully valued, demonstrate weakened earnings potential, or when other companies
appear to offer better long-term growth characteristics.
In addition to U.S. common stocks, the Fund may invest in S&P
Depositary Receipts ("SPDRs") and similar index products. SPDRs are shares of a
publicly traded unit investment trust which owns the stocks included in the S&P
500 Index, and changes in the price of SPDRs track the movement of the Index
relatively closely. The Fund may invest in foreign companies, by purchasing
American Depository Receipts ("ADRs") and index products like World Equity
Benchmark Shares ("WEBS"). An ADR is a U.S. dollar denominated certificate that
evidences ownership of shares of a foreign company. They are alternatives to the
direct purchase of the underlying foreign stock. WEBS represent a broad
portfolio of publicly traded stocks in a selected country. Each WEBS Index
Series seeks to generate investment results that generally correspond to the
market yield performance of a given Morgan Stanley Capital International
("MSCI") index.
PRINCIPAL RISKS OF INVESTING IN THE FUND
o MANAGEMENT RISK. The adviser's strategy may fail to produce the intended
results. Additionally the Fund has no operating history and the Fund's
adviser has no prior experience managing the assets of a mutual fund.
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.
o VOLATILITY RISK. Common stocks tend to be more volatile than other
investment choices. The value of an individual company can be more volatile
than the market as a whole. This volatility affects the value of the Fund's
shares.
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 FOREIGN RISK. To the extent the Fund invests in ADRs or foreign index
products, the Fund could be subject to greater risks because the Fund's
performance may depend on issues other than the performance of a particular
company. Changes in foreign economies and political climates are more
likely to affect the Fund than a mutual fund that invests exclusively in
U.S. companies. The value of foreign securities is also affected by the
value of the local currency relative to the U.S. dollar. There may also be
less government supervision of foreign markets, resulting in non-uniform
accounting practices and less publicly available information.
o 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 may not be appropriate for use as a complete investment program. o
As with any mutual fund investment, the Fund's returns will vary and you
could lose money.
GENERAL
The investment objective of the Fund may be changed without shareholder
approval.
From time to time, the Fund may take temporary defensive positions which
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 other no-load mutual funds or repurchase agreements.
If the Fund invests in shares of another mutual fund, the shareholders of the
Fund generally will be subject to duplicative management fees. As a result of
engaging in these temporary measures, the Fund may not achieve its investment
objective. The Fund may also invest in such instruments at any time to maintain
liquidity or pending selection of investments in accordance with its policies.
HOW THE FUND HAS PERFORMED
Although past performance of a fund is no guarantee of how it will perform in
the future, historical performance may give you some indication of the risk of
investing in the fund because it demonstrates how its returns have varied over
time. The Bar Chart and Performance Table that would otherwise appear in this
prospectus have been omitted because the Fund is recently organized and has
annual returns of less than one year.
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 EXPENSES1
(expenses that are deducted from Fund assets)
Management Fee 2.00%
Distribution and/or Service (12b-1) Fees NONE
Other Expenses 0.60%
Total Annual Fund Operating Expenses 2.60%
1 Expenses are based on estimated amounts for the current fiscal year.
Example:
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated, 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
------ -------
$----- $------
HOW TO BUY SHARES
INITIAL PURCHASE
The minimum initial investment in each Fund is $100,000. 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. [Waive
minimum for clients of adviser.] 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: Overnight:
Cloud, Neff Capital Cloud, Neff Capital
Appreciation Fund Appreciation 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)-___-____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: Ameriprime Advisers Trust
D.D.A.# _________________
Account Name _________________ (write in shareholder name)
For the Account # ______________ (write in account number)
You must mail a signed application to Firstar Bank, N.A., the Fund's
custodian, at the above address in order to complete your initial wire purchase.
Wire orders will be accepted only on a day on which the Fund, custodian and
transfer agent are open for business. A wire purchase will not be considered
made until the wired money is received and the purchase is accepted by the Fund.
Any delays which may occur in wiring money, including delays which may occur in
processing by the banks, are not the responsibility of the Fund or the Transfer
agent. There is presently no fee for the receipt of wired funds, but the Fund
may charge shareholders for this service in the future.
ADDITIONAL INVESTMENTS
You may purchase additional shares of the Fund 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.
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.
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.
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 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 the Fund at no
charge by mail. Your request should be addressed to:
Ameriprime Advisers Trust
c/o Unified Fund Services, Inc.
P.O. Box 6110
Indianapolis, Indiana 46206-6110
"Proper order" means your request for a redemption must include:
o the Fund name and account number,
o account name(s) and address,
o the dollar amount or number of shares you wish to redeem.
Requests to sell shares are processed at the net asset value next
calculated after we receive your order in proper form. To be in proper order,
your request must be signed by all registered share owner(s) in the exact
name(s) and any special capacity in which they are registered. The 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) ___-____. 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) ___-____. 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
$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 Fund.
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 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. The Fund may own securities that are traded primarily on
foreign exchanges that trade on weekends or other days that 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
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.
The Fund expects that its distributions will consist primarily of capital gains.
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 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 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
THE ADVISER
Cloud, Neff & Associates, Inc., 5314 South Yale, Suite 606, Tulsa, OK
74135, serves as investment adviser to the Fund. Cloud, Neff has been managing
discretionary investment Funds since [ 1990.] The firm serves pension plans,
trusts, individuals, and all other forms of investment clients. The firm's
primary goal is the management of domestic equity portfolios. As of December 31,
1999, Cloud, Neff had approximately $20 million under management. The Fund is
authorized to pay the adviser a fee equal to 2.00% of its average daily net
assets.
Cloud Neff was founded in [1990] by Richard R. Cloud and David L. Neff,
CPA. Mr. Neff is the President of Cloud, Neff. Mr. Cloud is the vice president
of the firm and has primary responsibility for management of equity accounts.
From 1990 to 1995, both were registered representatives of the broker dealer
subsidiary of Phoenix Home Life. Richard R. Cloud has been primarily responsible
for the day to day management of the Fund since its inception.
The adviser (not the Fund) may pay certain financial institutions
(which may include banks, brokers, securities dealers and other industry
professionals) a fee for providing distribution related services and/or for
performing certain administrative servicing functions for Fund shareholders to
the extent these institutions are allowed to do so by applicable statute, rule
or regulation.
<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 Fund at 800 __-____ to request free copies of the SAI and the
Fund's annual and semi-annual reports, to request other information about the
Fund and to make shareholder inquiries.
You may review and copy information about the Fund (including the SAI
and other reports) at the Securities and Exchange Commission (SEC) Public
Reference Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours
and operation. You may also obtain reports and other information about the Fund
on the EDGAR Database on the SEC's Internet site at http.//www.sec.gov, and
copies of this information may be obtained, after paying a duplicating fee, by
electronic request at the following e-mail address: [email protected], or by
writing the SEC's Public Reference Section of the SEC, Washington, D.C.
20549-0102.
Investment Company Act #811-09541
<PAGE>
Cloud, Neff Capital Appreciation Portfolio
Cloud, Neff Capital Appreciation Fund
STATEMENT OF ADDITIONAL INFORMATION
____________, 2000
This Statement of Additional Information ("SAI") is not a prospectus.
It should be read in conjunction with the Prospectus of Cloud, Neff Capital
Appreciation Fund dated _______, 2000. A free copy of the Prospectus can be
obtained by writing the Transfer Agent at 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, or by calling 1-800-________.
TABLE OF CONTENTS PAGE
DESCRIPTION OF THE TRUST AND THE FUND...........................................
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...................................................................
10988 10988 2/15/00 3:20 PM
DESCRIPTION OF THE TRUST AND THE FUND
The Cloud, Neff Capital Appreciation Fund (the "Fund") was organized as
a [diversified/non-diversified] series of AmeriPrime Advisors Trust (the
"Trust") on ________, 2000. 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. The Fund is one of a series of funds
currently authorized by the Trustees. The investment adviser to the Fund is
Cloud, Neff & Associates, Inc. (the "Adviser").
The Fund does not issue share certificates. All shares are held in
non-certificate form registered on the books of the Fund and the Fund's transfer
agent for the account of the Shareholder. Each share of a series represents an
equal proportionate interest in the assets and liabilities belonging to that
series with each other share of that series and is entitled to such dividends
and distributions out of income belonging to the series as are declared by the
Trustees. The shares do not have cumulative voting rights or any preemptive or
conversion rights, and the Trustees have the authority from time to time to
divide or combine the shares of any series into a greater or lesser number of
shares of that series so long as the proportionate beneficial interest in the
assets belonging to that series and the rights of shares of any other series are
in no way affected. In case of any liquidation of a series, the holders of
shares of the series being liquidated and will been titled to receive as a class
a distribution out of the assets, net of the liabilities, belonging to that
series. Expenses attributable to any series are borne by that series. Any
general expenses of the Trust not readily identifiable as belonging to a
particular series are allocated by or under the direction of the Trustees in
such manner as the Trustees determine to be fair and equitable. No shareholder
is liable to further calls or to assessment by the Trust without his or her
express consent.
[Prior to the public offering of the Fund, AmeriPrime Financial
Securities, Inc., 1793 Kingswood Drive, Suite 200, Southlake, Texas 76092,
purchased all of the outstanding shares of the Fund and may be deemed to control
the Fund. As the controlling shareholder, AmeriPrime Financial Securities, Inc.
could control the outcome of any proposal submitted to the shareholders for
approval, including changes to the Fund's fundamental policies or the terms of
the management agreement with the Adviser. After the public offering commences,
it is anticipated that AmeriPrime Financial Securities, Inc. will no longer
control the Fund.]
For information concerning the purchase and redemption of shares of the
Fund, see "How to Buy Shares" and "How to Redeem Shares" in the Fund's
Prospectus. For a description of the methods used to determine the share price
and value of each Fund's assets, see "Determination of Net Asset Value" in the
Fund's 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 Fund may make
and some of the techniques they may use.
A. Equity Securities. The Fund may invest in equity
securities, which include common stock, preferred stock, rights and warrants to
subscribe to or purchase such securities, sponsored or unsponsored American
Depositary Receipts ("ADRs"), European Depositary Receipts ("EDR"), Global
Depositary Receipts ("GDRs"), and convertible securities consisting of debt
securities or preferred stock that may be converted into common stock or that
carry the right to purchase common stock. Common stocks, the most familiar type,
represent an equity (ownership) interest in a corporation.
Warrants are instruments that entitle the holder to buy underlying
equity securities at a specific price for a specific period of time. A warrant
tends to be more volatile than its underlying securities and ceases to have
value if it is not exercised prior to its expiration date. In addition, changes
in the value of a warrant do not necessarily correspond to changes in the value
of its underlying securities.
ADRs, GDRs and EDRs are certificates evidencing ownership of shares of
a foreign-based issuer held in trust by a bank or similar financial institution.
Designed for use in U.S. and European securities markets, respectively, ADRs,
GDRs and EDRs are alternatives to the purchase of the underlying securities in
their national markets and currencies. ADRs, GDRs and EDRs are subject to the
same risks as the foreign securities to which they relate. See "Risks of
Investing in Foreign Securities" herein.
Preferred stock has a preference in liquidation (and, generally
dividends) over common stock but is subordinated in liquidation to debt. As a
general rule the market value of preferred stocks with fixed dividend rates and
no conversion rights varies inversely with interest rates and perceived credit
risk, with the price determined by the dividend rate. Some preferred stocks are
convertible into other securities, (for example, common stock) at a fixed price
and ratio or upon the occurrence of certain events. The market price of
convertible preferred stocks generally reflects an element of conversion value.
Because many preferred stocks lack a fixed maturity date, these securities
generally fluctuate substantially in value when interest rates change; such
fluctuations often exceed those of long-term bonds of the same issuer. Some
preferred stocks pay an adjustable dividend that may be based on an index,
formula, auction procedure or other dividend rate reset mechanism. In the
absence of credit deterioration, adjustable rate preferred stocks tend to have
more stable market values than fixed rate preferred stocks. All preferred stocks
are also subject to the same types of credit risks of the issuer as corporate
bonds. In addition, because preferred stock is junior to debt securities and
other obligations of an issuer, deterioration in the credit rating of the issuer
will cause greater changes in the value of a preferred stock than in a more
senior debt security with similar yield characteristics. The Adviser expects
that generally the preferred stocks in which the Fund invests will be rated at
least BBB by S&P or Baa by Moody's or, if unrated, of comparable quality in the
opinion of the Adviser.
Equity securities also include SPDRs (known as "Spiders"). These are
Standard & Poor's Depositary Receipts based on the S&P 500 or S&P 400 Composite
Stock Price Index or the NASDAQ 100 Price Index (NDX). The SPDR Trust is a unit
investment trust that holds shares of all the companies in the S&P 500, 400, or
NDX and closely tracks the price performance and dividend yield of the
applicable Index. SPDRs trade on the American Stock Exchange under the ticker
symbol "SPY", "MDY", and "QQQ." Equities also include instruments similar to
SPDRs such as DIAMONDS (shares of a unit investment trust that invests in the
Dow Jones Industrial Average.) Shares of SPDRs, DIAMONDS and similar instruments
are considered by the Funds to be common stock.
B. Illiquid Securities. The portfolio of the Fund may contain illiquid
securities. Illiquid securities generally include securities which cannot be
disposed of promptly and in the ordinary course of business without taking a
reduced price. Securities may be illiquid due to contractual or legal
restrictions on resale or lack of a ready market. The following securities are
considered to be illiquid: repurchase agreements and reverse repurchase
agreements maturing in more than seven days, nonpublicly offered securities and
restricted securities. Restricted securities are securities the resale of which
is subject to legal or contractual restrictions. Restricted securities may be
sold only in privately negotiated transactions, in a public offering with
respect to which a registration statement is in effect under the Securities Act
of 1933 or pursuant to Rule 144 or Rule 144A promulgated under such Act. Where
registration is required, the Fund may be obligated to pay all or part of the
registration expense, and a considerable period may elapse between the time of
the decision to sell and the time such security may be sold under an effective
registration statement. If during such a period adverse market conditions were
to develop, the Fund might obtain a less favorable price than the price it could
have obtained when it decided to sell. The Fund will not invest more than 15% of
its net assets in illiquid securities.
INVESTMENT LIMITATIONS
Fundamental. The investment limitations described below have been
adopted by the Trust with respect to the Fund and are fundamental
("Fundamental"), i.e., they may not be changed without the affirmative vote of a
majority of the outstanding shares of the 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 Fund will not borrow money, except (a) from a
bank, provided that immediately after such borrowing there is an asset coverage
of 300% for all borrowings of the Fund; or (b) from a bank or other persons for
temporary purposes only, provided that such temporary borrowings are in an
amount not exceeding 5% of the Fund's total assets at the time when the
borrowing is made. This limitation does not preclude the Fund from entering into
reverse repurchase transactions, provided that the Fund have an asset coverage
of 300% for all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions.
2. Senior Securities. The Fund 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 Fund 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 Fund will not purchase or sell real estate. This
limitation is not applicable to investments in marketable securities which are
secured by or represent interests in real estate. This limitation does not
preclude the Fund from investing in mortgage-related securities or investing in
companies engaged in the real estate business or that have a significant portion
of their assets in real estate (including real estate investment trusts).
5. Commodities. The Fund will not purchase or sell commodities unless
acquired as a result of ownership of securities or other investments. This
limitation does not preclude the Fund from purchasing or selling options or
futures contracts, from investing in securities or other instruments backed by
commodities or from investing in companies which are engaged in a commodities
business or have a significant portion of their assets in commodities.
6. Loans. The Fund 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. The Fund will invest no more than 25% 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 the Fund and are Non-Fundamental (see "Investment
Restrictions" above).
1. Pledging. The Fund will not mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness, any assets of the Fund except as
may be necessary in connection with borrowings described in limitation (1)
above. Margin deposits, security interests, liens and collateral arrangements
with respect to transactions involving options, futures contracts, short sales
and other permitted investments and techniques are not deemed to be a mortgage,
pledge or hypothecation of assets for purposes of this limitation.
2. Borrowing. The Fund will not purchase any security while borrowings
(including reverse repurchase agreements) representing more than one third of
its total assets are outstanding.
3. Margin Purchases. The Fund will not purchase securities or evidences
of interest thereon on "margin." This limitation is not applicable to short term
credit obtained by the 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 Fund will not purchase or sell puts, calls, options or
straddles, except as described in the Fund's Prospectus or Statement of
Additional Information.
5. Illiquid Investments. The Fund will not invest more than 15% of its net
assets in securities for which there are legal or contractual restrictions on
resale and other illiquid securities.
6. Short Sales. The Fund will not effect short sales of securities except
as described in the Fund's Prospectus or Statement of Additional Information.
THE INVESTMENT ADVISER
The Fund's investment adviser is Cloud, Neff & Associates, Inc., 5314 South
Yale, Suite 606, Tulsa, OK 74135. Richard R. Cloud and David L. Neff may each be
deemed to control the Adviser due to their respective share of the ownership of
the Adviser.
Under the terms of the management agreement (the "Agreement"), the
adviser manages the Fund's investments subject to approval of the Board of
Trustees. As compensation for its management services and agreement to pay the
Fund's expenses, the Fund is obligated to pay the Adviser a fee computed and
accrued daily and paid monthly at an annual rate of 2.0% of the average daily
net assets of the Fund.
The Adviser retains the right to use the name "Cloud, Neff" 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 "Cloud,
Neff" 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. If a bank
or other financial institution were prohibited from continuing to perform all or
a part of such services, management of the Fund believes that there would be no
material impact on the Fund or its shareholders. Banks may charge their
customers fees for offering these services to the extent permitted by applicable
regulatory authorities, and the overall return to those shareholders availing
themselves of the bank services will be lower than to those shareholders who do
not. The Fund may from time to time purchase securities issued by banks which
provide such services; however, in selecting investments for the Fund, no
preference will be shown for such securities.
TRUSTEES AND OFFICERS
The Board of Trustees supervises the business activities of the Trust.
The names of the Trustees and executive officers of the Trust are shown below.
Each Trustee who is an "interested person" of the Trust, as defined in the
Investment Company Act of 1940, is indicated by an asterisk.
<TABLE>
<S> <C> <C>
==================================== ================ ======================================================================
NAME, AGE AND ADDRESS POSITION PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- ------------------------------------ ---------------- ----------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Kenneth D. Trumpfheller President President, Treasurer , Chief Financial Officer and Secretary
1793 Kingswood Drive and Trustee of AmeriPrime Financial Services, Inc. the Fund's
Suite 200 administrator, and AmeriPrime Financial Securities, Inc.,
Southlake, TX 76092 the Fund's distributor, since 1994; President and Trustee of
AmeriPrime Advisors Trust and AmeriPrime Insurance
Year of Birth: 1958 Trust; Prior to December, 1994, a senior client executive
with SEI Financial Services.
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Mark W. Muller Trustee Account Manager for Clarion Technologies, a manufacturer
175 Westwood Drive of automotive, heavy truck, and consumer goods, from 1996
Suite 300 to present. From 1986 to 1996, an engineer for Sicor, a
Southlake, TX 76092 telecommunication hardware company.
Year of Birth: 1964
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Richard J. Wright, Jr. Trustee Various positions (most recently Program Manager) with
8505 Forest Lane Texas Instruments, a technology company, from 1985 to
MS 8672 present.
Dallas, TX 75243
Year of Birth: 1962
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
The following table estimates the Trustees' compensation for the first
full fiscal year. Trustee fees are Trust expenses and each series of the Trust
pays a portion of the Trustee fees.
- --------------------------------------------------------------------------------
Aggregate Total Compensations
Name Compensation from Trust (the Trust is
From Trust not in a Fund Complex)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Kenneth D. Trumpfheller 0 0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Mark W. Muller $6,000 $6,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Richard J. Wright $6,000 $6,000
- --------------------------------------------------------------------------------
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Board of Trustees of the Trust,
the Adviser is responsible for the Fund's portfolio decisions and the placing of
the Fund's portfolio transactions. In placing portfolio transactions, the
Adviser seeks the best qualitative execution for the Fund, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received. Consistent with
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc., and subject to its obligation of seeking best qualitative execution, the
Adviser may give consideration to sales of shares of the 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 Fund and/or the other
accounts over which the Adviser exercises investment discretion and to pay such
brokers or dealers a commission in excess of the commission another broker or
dealer would charge if the Adviser determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of a particular transaction
or the Adviser's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.
Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Fund 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 Adviser in connection with its services to the
Fund. Although research services and other information are useful to the Fund
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 Fund under the
Agreement.
Over-the-counter transactions will be placed either directly with
principal market makers or with broker-dealers, if the same or a better price,
including commissions and executions, is available. Fixed income securities are
normally purchased directly from the issuer, an underwriter or a market maker.
Purchases include a concession paid by the issuer to the underwriter and the
purchase price paid to a market maker may include the spread between the bid and
asked prices.
[To the extent that the Trust and another of the Adviser's clients seek
to acquire the same security at about the same time, the Trust may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Trust may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. On the other hand, if the same securities
are bought or sold at the same time by more than one client, the resulting
participation in volume transactions could produce better executions for the
Trust. In the event that more than one client wants to purchase or sell the same
security on a given date, the purchases and sales will normally be made by
random client selection.]
DETERMINATION OF SHARE PRICE
The price (net asset value) of the shares of the 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. For a description of the methods
used to determine the net asset value (share price), see "Determination of Net
Asset Value" in the Prospectus.
Securities which are traded on any exchange or on the NASDAQ
over-the-counter market are valued at the last quoted sale price. Lacking a last
sale price, a security is valued at its last bid price except when, in the
Fund's adviser's opinion, the last bid price does not accurately reflect the
current value of the security. All other securities for which over-the-counter
market quotations are readily available are valued at their last bid price. When
market quotations are not readily available, when the Fund's adviser determines
the last bid price does not accurately reflect the current value or when
restricted securities are being valued, such securities are valued as determined
in good faith by the Fund's adviser, subject to review of the Board of Trustees
of the Trust.
Fixed income securities generally are valued by using market
quotations, but may be valued on the basis of prices furnished by a pricing
service when the Fund's adviser believes such prices accurately reflect the fair
market value of such securities. A pricing service utilizes electronic data
processing techniques based on yield spreads relating to securities with similar
characteristics to determine prices for normal institutional-size trading units
of debt securities without regard to sale or bid prices. When prices are not
readily available from a pricing service, or when restricted or illiquid
securities are being valued, securities are valued at fair value as determined
in good faith by the Fund's adviser, subject to review of the Board of Trustees.
Short term investments in fixed income securities with maturities of less than
60 days when acquired, or which subsequently are within 60 days of maturity, are
valued by using the amortized cost method of valuation, which the Board has
determined will represent fair value.
INVESTMENT PERFORMANCE
The 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 the Fund has been in existence
less than one, five or ten years, the time period since the date of the initial
public offering of shares will be substituted for the periods stated.
The 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.
The Fund's investment performance will vary depending upon market
conditions, the composition of the 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 the Fund's performance to those of other investment
companies or investment vehicles. The risks associated with the Fund's
investment objective, policies and techniques should also be considered. At any
time in the future, investment performance may be higher or lower than past
performance, and there can be no assurance that any performance will continue.
From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of the Fund
may be compared to indices of broad groups of unmanaged securities considered to
be representative of or similar to the portfolio holdings of the Fund or
considered to be representative of the stock market in general. 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 the Fund may be compared to other
groups of mutual funds tracked by any widely used independent research firm
which ranks mutual funds by overall performance, investment objectives and
assets, such as Lipper Analytical Services, Inc. or Morningstar, Inc. The
objectives, policies, limitations and expenses of other mutual funds in a group
may not be the same as those of the Fund. Performance rankings and ratings
reported periodically in national financial publications such as Barron's and
Fortune also may be used.
CUSTODIAN
Firstar Bank, N.A., 425 Walnut Street M.L 6118, Cincinnati, Ohio 45202,
is Custodian of the Fund's investments. The Custodian acts as the Fund's
depository, safekeeps its portfolio securities, collects all income and other
payments with respect thereto, disburses funds at the Fund's request and
maintains records in connection with its duties.
TRANSFER AGENT
Unified Fund Services, Inc. ("Unified"), 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, acts as the Fund's transfer agent and, in such
capacity, maintains the records of each shareholder's account, answers
shareholders' inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution disbursing
agent and performs other accounting and shareholder service functions. For its
services as transfer agent, Unified receives ___________ In addition, Unified
provides the Fund with fund accounting services, which includes certain monthly
reports, record-keeping and other management-related services. For its services
as fund accountant, Unified receives an annual fee from the equal to 0.0275% of
the Fund's assets up to $100 million (subject to various monthly minimum fees,
the maximum being $2,100 per month for assets of $20 to $100 million).
ACCOUNTANTS
The firm of McCurdy & Associates CPA's, Inc., 27955 Clemens Road,
Westlake, Ohio 44145, has been selected as independent public accountants for
the Fund for the first fiscal year. 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
Fund. 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 Fund on a best efforts basis only against purchase orders for the shares.
Shares of the Fund are offered to the public on a continuous basis.
ADMINISTRATOR
The Fund retains AmeriPrime Financial Services, Inc., 1793
Kingswood Drive, Suite 200, Southlake, TX 76092, (the "Administrator") to manage
the Fund's business affairs and provide the Fund with administrative services,
including all regulatory reporting and necessary office equipment, personnel and
facilities. [The Administrator receives a monthly fee from the Adviser equal to
an annual average rate of 01.0% of the Fund's average daily net assets up to
fifty million dollars, 0.075% of the Fund's average daily net assets from fifty
to one hundred million dollars and 0.050% of the Fund's average daily net assets
over one hundred million dollars.]
<PAGE>
AMERIPRIME ADVISORS TRUST
PART C. OTHER INFORMATION
Item 23. Exhibits
(a) Articles of Incorporation.
(i) Registrant's Agreement and Declaration of Trust, which was filed as an
Exhibit to Registrant's Registration Statement, is hereby incorporated
by reference.
(ii) Copy of Amendment No. 1 to Registrant's Declaration of Trust which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 4, is
hereby incorporated by reference.
(iii) Copy of Amendment No. 2 to Registrant's Declaration of Trust which
was filed as an Exhibit to Registrant's Post-Effective Amendment No.
4, is hereby incorporated by reference.
(b) By-laws. Registrant's By-laws, which were filed as an Exhibit to
Registrant's Registration Statement, are hereby incorporated by reference.
(c) Instruments Defining Rights of Security Holder. None (other than in the
Declaration of Trust and By-laws of the Registrant).
(d) Investment Advisory Contracts.
(i) Registrant's Management Agreement with Stoneridge Investment Partners,
LLC for the Stoneridge Equity Fund, which was filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, is hereby incorporated by
reference.
(ii) Registrant's Management Agreement with Stoneridge Investment Partners,
LLC for the Stoneridge Small Cap Equity Fund, which was filed as an
Exhibit to Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference.
(iii) Registrant's Management Agreement with Stoneridge Investment
Partners, LLC for the Stoneridge Bond Fund, which was filed as an
Exhibit to Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference.
(iv) Registrant's Management Agreement with Nashville Capital Corporation
for the Monteagle Opportunity Growth Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 3, is hereby
incorporated by reference.
(v) Registrant's Management Agreement with Nashville Capital Corporation
for the Monteagle Value Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 3, is hereby incorporated by
reference.
(vi) Registrant's Management Agreement with Nashville Capital Corporation
for the Monteagle Large Cap Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 3, is hereby incorporated by
reference.
(vii) Registrant's Management Agreement with Nashville Capital Corporation
for the Monteagle Fixed Income Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 3, is hereby incorporated by
reference.
(viii) Advisory Agreement for the Monteagle Opportunity Growth Fund, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No.
3, is hereby incorporated by reference.
(ix) Advisory Agreement for the Monteagle Value Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 3, is hereby
incorporated by reference.
(x) Advisory Agreement for the Monteagle Large Cap Fund, which was filed
as an Exhibit to Registrant's Post-Effective Amendment No. 3, is
hereby incorporated by reference.
(xi) Advisory Agreement for the Monteagle Fixed Income Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 3, is
hereby incorporated by reference.
(xii) Registrant's Proposed Management Agreement with Ensemble Investments,
Inc. for the Ensemble Community Flagship Fund which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 4, is hereby
incorporated by reference.
(xiii) Registrant's Proposed Management Agreement with Ensemble
Investments, Inc. for the Ensemble Community Technology Fund which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 4, is
hereby incorporated by reference.
(xiv) Registrant's Proposed Management Agreement with Ensemble Investments,
Inc. for the Ensemble Partners Equity Fund which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 4, is hereby
incorporated by reference.
(iv) Registrant's Proposed Management Agreement withAExpert Advisory, Inc.
for the Enhans RT Sector (xv) Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 5, is hereby incorporated by
reference.
(xvi) Registrant's Proposed Management Agreement withAExpert Advisory, Inc.
for the Enhans RT SPDR Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 5, is hereby incorporated by
reference.
(xvii) Registrant's Proposed Management Agreement with Cloud, Neff &
Associates, Inc. for the Cloud, Neff Capital Appreciation Fund is
filed herewith.
(e) Underwriting Contracts.
(i) Registrant's Underwriting Agreement with AmeriPrime Financial
Securities, Inc., which was filed as an Exhibit to Registrant's
Pre-Effective Amendment No. 1, is hereby incorporated by reference.
(ii) Registrant's form of Dealer Agreement is filed herewith.
(iii) Amended Exhibit A to Underwriting Agreement, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 4, is hereby
incorporated by reference.
(f) Bonus or Profit Sharing Contracts. None.
(g) Custodian Agreements.
(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. 4, is hereby
incorporated by reference.
(h) Other Material Contracts. None.
(i) Legal Opinion. Opinion and Consent of Brown, Cummins & Brown Co., L.P.A. is
filed herewith.
(j) Other Opinions. Consent of McCurdy & Associates CPA's, Inc. is filed
herewith.
(k) Omitted Financial Statements. None.
(l) Initial Capital Agreements. Letter of Initial Stockholder, which was filed
as an Exhibit to Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference.
(m) Rule 12b-1 Plan.
(i) Form of Registrant's 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.
(n) Financial Data Schedule. None.
(o) Rule 18f-3 Plan. None.
(p) Power of Attorney.
(i) Power of Attorney for Registrant and Certificate with respect thereto,
which were filed as an Exhibit to Registrant's Pre-Effective Amendment
No. 1, are hereby incorporated by reference.
(ii) Powers of Attorney for the Trustees, 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, Treasurer, Secretary and Trustee
is filed herewith.
Item 24. Persons Controlled by or Under Common Control with the Funds
- -------- ------------------------------------------------------------
As of February 1, 2000, First Union National Bank, Trustee, owned 87.71% of the
StoneRidge Equity Fund and 99.74% 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 February 1, 2000, First Farmers and Merchant National
Bank, Trustee, owned 100% of the Monteagle Large Cap Fund, the Monteagle Value
Fund, the Monteagle Opportunity Growth Fund, and the Monteagle Fixed Income
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) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of
the Registrant pursuant to the provisions of Ohio law and the Agreement and
Declaration of the Registrant or the By-Laws of the Registrant, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a trustee,
officer or controlling person of the Trust in the successful defense of any
action, suit or proceeding) is asserted by such trustee, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Item 26. Business and Other Connections of Investment Adviser
(a) Stoneridge Investment Partners, LLC ("Stoneridge"), 7 Great Valley Parkway,
Suite 290, Malvern, PA 19355, adviser to the Stoneridge Equity Fund,
Stoneridge Small Cap Equity Fund and Stoneridge Bond Fund, is a registered
investment adviser.
(i) Stoneridge has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each officer and member of Stoneridge is
incorporated by reference to Schedule D of Form ADV filed by it under
the Investment Advisors Act (File No. 801-56755).
(b) Nashville Capital Corporation ("NCC"), 209 10th Avenue South, Suite 332,
Nashville, TN 37203, investment manager to the Monteagle Opportunity Growth
Fund, Monteagle Value Fund, Monteagle Large Cap Fund, Monteagle Fixed
Income Fund, is a registered investment adviser.
(i) NCC has engaged in investment banking and general management
consulting in the health care industry since 1992 and has engaged in
market investment advising to institutional investors since 1993.
(ii) Information with respect to each officer and member of NCC is
incorporated by reference to Schedule D of Form ADV filed by it under
the Investment Advisors Act (File No. 801-32593).
(c) Robinson Investment Group, Inc.("Robinson"), 5301 Virginia Way, Suite 150,
Brentwood, Tennessee 37027, adviser to the Monteagle Value Fund is a
registered investment adviser.
(i) Robinson has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each officer and director of Robinson is
incorporated by reference to Schedule D of Form ADV filed by it under
the Investment Advisors Act (File No. 801-51450)
(d) Howe and Rusling, Inc. ("Howe and Rusling"), 120 East Avenue, Rochester,
New York 14604, adviser to Monteagle Large Cap Fund and Monteagle Fixed
Income Fund is a registered investment adviser. (i) Howe and Rusling has
engaged in no other business during the past two fiscal years.
(ii) Information with respect to each officer and director of Howe and
Rusling is incorporated by reference to Schedule D of Form ADV filed
by it under the Investment Advisors Act (File No. 801-294).
(e) T.H. Fitzgerald, Jr. ("Fitzgerald"), 180 Church Street, Naugatuck,
Connecticut 06770, adviser for the Monteagle Opportunity Growth Fund, is a
registered investment adviser.
(i) Fitzgerald has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each principal of Fitzgerald is
incorporated by reference to Schedule D of Form ADV filed by it under
the Investment Advisors Act (File 801-12196)
(f) Ensemble Investments, Inc. ("Ensemble"), 2010 N. First Street, San Jose,
California, adviser for the Ensemble Community Flagship Fund, Ensemble
Community Technology Fund and Ensemble Partners Equity Fund, has filed an
application to become a registered investment adviser.
(i) Ensemble has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each officer and director of Ensemble is
incorporated by reference to Schedule D of Form ADV filed by it under
The Investment Advisors Act [(File number to be supplied)].
(g) AExpert Advisory, Inc. ("AExpert"), 25 West King Street, Lancaster,
Pennsylvania 17603, adviser to Enhans RT Sector Fund and Enhans RT SPDR
Fund, has filed an application to become a registered investment adviser.
(i) AExpert has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each officer and director of AExpert is
incorporated by reference to Schedule D of Form ADV filed by it under
the Investment Advisers Act [(File number to be supplied)].
(h) 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).
Item 27. Principal Underwriters
(a) AmeriPrime Financial Securities, Inc. is the Registrant's principal
underwriter. Kenneth D. Trumpfheller, 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, is the President, Secretary and Treasurer of the
underwriter and the President and a Trustee of the Registrant. It is also
the underwriter for the AmeriPrime Funds, AmeriPrime Insurance Trust, the
Kenwood Funds, the Rockland Funds Trust 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 18th day of
February, 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, Treasurer and Trustee Attorney-in-Fact
February __, 2000
________________________________
Mark Muller,* Trustee
________________________________
Richard Wright,* Trustee
<PAGE>
EXHIBIT INDEX
1. Proposed Management Agreement for the Cloud, Neff Capital
Appreciation Fund............................................EX-99.23.d
2. Form of Dealer Agreement.....................................EX-99.23.e
3. Opinion of Counsel...........................................EX-99.23.i
4. Consent of Accountant........................................EX-99.23.j
5. Power of Attorney............................................EX-99.23.p
MANAGEMENT AGREEMENT
TO: Cloud, Neff & Associates, Inc.
5314 South Yale
Tulsa, Oklahoma 74135
Dear Sirs:
AmeriPrime Advisors Trust (the "Trust") herewith confirms our agreement
with you.
The Trust has been organized to engage in the business of an investment
company. The Trust currently offers several series of shares to investors, one
of which is Cloud, Neff Capital Appreciation Fund (the "Fund").
You have been selected to act as the sole investment adviser of the
Fund and to provide certain other services, as more fully set forth below, and
you are willing to act as such investment adviser and to perform such services
under the terms and conditions hereinafter set forth. Accordingly, the Trust
agrees with you as follows effective upon the date of the execution of this
Agreement.
1. ADVISORY SERVICES
You will regularly provide the Fund with such investment
advice as you in your discretion deem advisable and will furnish a continuous
investment program for the Fund consistent with the Fund's investment objectives
and policies. You will determine the securities to be purchased for the Fund,
the portfolio securities to be held or sold by the Fund and the portion of the
Fund's assets to be held uninvested, subject always to the Fund's investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect, and subject further to such policies and instructions as the
Board may from time to time establish. You will advise and assist the officers
of the Trust in taking such steps as are necessary or appropriate to carry out
the decisions of the Board and the appropriate committees of the Board regarding
the conduct of the business of the Fund.
2. ALLOCATION OF CHARGES AND EXPENSES
You will pay the compensation and expenses of any persons
rendering any services to the Fund who are officers, directors, stockholders or
employees of your corporation and will make available, without expense to the
Fund, the services of such of your employees as may duly be elected officers or
trustees of the Trust, subject to their individual consent to serve and to any
limitations imposed by law. The compensation and expenses of any officers,
trustees and employees of the Trust who are not officers, directors, employees
or stockholders of your corporation will be paid by the Fund. You will pay all
expenses incurred by the Trust in connection with the organization and initial
registration of shares of the Fund.
The Fund will be responsible for the payment of all operating
expenses of the Fund, including fees and expenses incurred by the Fund in
connection with membership in investment company organizations; brokerage fees
and commissions; legal, auditing and accounting expenses; non-organizational
expenses of registering shares under federal and state securities laws;
insurance expenses; taxes or governmental fees; fees and expenses of the
custodian, transfer agent, shareholder service agent, dividend disbursing agent,
plan agent, administrator, accounting and pricing services agent and distributor
of the Fund; expenses, including clerical expenses, of issue, sale, redemption
or repurchase of shares of the Fund; borrowing costs (such as (a) interest and
(b) dividend expenses on securities sold short), the fees and expenses of
trustees of the Trust who are not affiliated with you; the cost of preparing and
distributing reports and notices to shareholders; the cost of printing or
preparing prospectuses and statements of additional information for delivery to
the Fund's shareholders; the cost of printing or preparing stock certificates or
any other documents, statements or reports to shareholders; expenses of
shareholders' meetings and proxy solicitations; such extraordinary or
non-recurring expenses as may arise, including litigation to which the Trust may
be a party and indemnification for the Trust's officers and trustees with
respect thereto; or any other expense not specifically described above incurred
in the performance of the Fund's obligations. All other expenses not assumed by
you herein incurred by the Fund in connection with the organization,
registration of shares and operations of the Fund will be borne by the Fund. The
Fund will also pay expenses which it is authorized to pay pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the"1940 Act").
You may obtain reimbursement from the Fund, at such time or
times as you may determine in your sole discretion, for any of the expenses
advanced by you, which the Fund is obligated to pay, and such reimbursement
shall not be considered to be part of your compensation pursuant to this
Agreement.
3. COMPENSATION OF THE ADVISER
For all of the services to be rendered and payments to be made
as provided in this Agreement, as of the last business day of each month, the
Fund will pay you a fee at the annual rate of 2.00% of the average value of its
daily net assets.
The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable provisions of the Declaration of Trust of
the Trust or a resolution of the Board, if required. If, pursuant to such
provisions, the determination of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the business day, or as of such other time
as the value of the Fund's net assets may lawfully be determined, on that day.
If the determination of the net asset value of the Fund has been suspended for a
period including such month, your compensation payable at the end of such month
shall be computed on the basis of the value of the net assets of the Fund as
last determined (whether during or prior to such month).
4. EXECUTION OF PURCHASE AND SALE ORDERS
In connection with purchases or sales of portfolio securities
for the account of the Fund, it is understood that you will arrange for the
placing of all orders for the purchase and sale of portfolio securities for the
account with brokers or dealers selected by you, subject to review of this
selection by the Board from time to time. You will be responsible for the
negotiation and the allocation of principal business and portfolio brokerage. In
the selection of such brokers or dealers and the placing of such orders, you are
directed at all times to seek for the Fund the best qualitative execution,
taking into account such factors as price (including the applicable brokerage
commission or dealer spread), the execution capability, financial responsibility
and responsiveness of the broker or dealer and the brokerage and research
services provided by the broker or dealer.
You should generally seek favorable prices and commission
rates that are reasonable in relation to the benefits received. In seeking best
qualitative execution, you are authorized to select brokers or dealers who also
provide brokerage and research services to the Fund and/or the other accounts
over which you exercise investment discretion. You are authorized to pay a
broker or dealer who provides such brokerage and research services a commission
for executing a Fund portfolio transaction which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if you determine in good faith that the amount of the commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker or dealer. The determination may be viewed in
terms of either a particular transaction or your overall responsibilities with
respect to the Fund and to accounts over which you exercise investment
discretion. The Fund and you understand and acknowledge that, although the
information may be useful to the Fund and you, it is not possible to place a
dollar value on such information. The Board shall periodically review the
commissions paid by the Fund to determine if the commissions paid over
representative periods of time were reasonable in relation to the benefits to
the Fund.
Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking best qualitative
execution as described above, you may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute Fund
portfolio transactions.
Subject to the provisions of the 1940 Act, and other
applicable law, you, any of your affiliates or any affiliates of your affiliates
may retain compensation in connection with effecting the Fund's portfolio
transactions, including transactions effected through others. If any occasion
should arise in which you give any advice to clients of yours concerning the
shares of the Fund, you will act solely as investment counsel for such client
and not in any way on behalf of the Fund. Your services to the Fund pursuant to
this Agreement are not to be deemed to be exclusive and it is understood that
you may render investment advice, management and other services to others,
including other registered investment companies.
5. LIMITATION OF LIABILITY OF ADVISER
You may rely on information reasonably believed by you to be
accurate and reliable. Except as may otherwise be required by the 1940 Act or
the rules thereunder, neither you nor your shareholders, members, officers,
directors, employees, agents, control persons or affiliates of any thereof shall
be subject to any liability for, or any damages, expenses or losses incurred by
the Trust in connection with, any error of judgment, mistake of law, any act or
omission connected with or arising out of any services rendered under, or
payments made pursuant to, this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or gross
negligence on the part of any such persons in the performance of your duties
under this Agreement, or by reason of reckless disregard by any of such persons
of your obligations and duties under this Agreement.
Any person, even though also a director, officer, employee,
member, shareholder or agent of you, who may be or become an officer, director,
trustee, employee or agent of the Trust, shall be deemed, when rendering
services to the Trust or acting on any business of the Trust (other than
services or business in connection with your duties hereunder), to be rendering
such services to or acting solely for the Trust and not as a director, officer,
employee, member, shareholder or agent of you, or one under your control or
direction, even though paid by you.
6. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall take effect on the date of its execution,
and shall remain in force for a period of two (2) years from the date of its
execution, and from year to year thereafter, subject to annual approval by (i)
the Board or (ii) a vote of a majority of the outstanding voting securities of
the Fund, provided that in either event continuance is also approved by a
majority of the trustees who are not interested persons of you or the Trust, by
a vote cast in person at a meeting called for the purpose of voting such
approval.
This Agreement may, on sixty days written notice, be
terminated with respect to the Fund, at any time without the payment of any
penalty, by the Board, by a vote of a majority of the outstanding voting
securities of the Fund, or by you. This Agreement shall automatically terminate
in the event of its assignment.
7. USE OF NAME
The Trust and you acknowledge that all rights to the name
"Cloud, Neff" or any variation thereof belong to you, and that the Trust is
being granted a limited license to use such words in its Fund name or in any
class name. In the event you cease to be the adviser to the Fund, the Trust's
right to the use of the name "Cloud, Neff" shall automatically cease on the
ninetieth day following the termination of this Agreement. The right to the name
may also be withdrawn by you during the term of this Agreement upon ninety (90)
days' written notice by you to the Trust. Nothing contained herein shall impair
or diminish in any respect, your right to use the name "Cloud, Neff" in the name
of, or in connection with, any other business enterprises with which you are or
may become associated. There is no charge to the Trust for the right to use this
name.
8. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this Agreement shall be
effective until approved by the Board, including a majority of the trustees who
are not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the series to which the amendment relates.
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
The term "AmeriPrime Advisors Trust" means and refers to the
Trustees from time to time serving under the Trust's Declaration of Trust as the
same may subsequently thereto have been, or subsequently hereto be, amended. It
is expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the trustees and shareholders
of the Trust and signed by officers of the Trust, acting as such, and neither
such authorization by such trustees and shareholders nor such execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.
<PAGE>
10. SEVERABILITY
In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.
11. QUESTIONS OF INTERPRETATION
(a) This Agreement shall be governed by the laws of the State
of Ohio.
(b) For the purpose of this Agreement, the terms "majority of
the outstanding voting securities," "control" and "interested person" shall have
their respective meanings as defined in the 1940 Act and rules and regulations
thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under the 1940 Act; and the term "brokerage
and research services" shall have the meaning given in the Securities Exchange
Act of 1934.
(c) Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the United
States courts or in the absence of any controlling decision of any such court,
by the Securities and Exchange Commission or its staff. In addition, where the
effect of a requirement of the 1940 Act, reflected in any provision of this
Agreement, is revised by rule, regulation, order or interpretation of the
Securities and Exchange Commission or its staff, such provision shall be deemed
to incorporate the effect of such rule, regulation, order or interpretation.
12. NOTICES
Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust is
1793 Kingswood Drive, Southlake, Texas 76092, and your address for this purpose
shall be 5314 South Yale, Tulsa, Oklahoma 74135.
13. COUNTERPARTS
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
14. BINDING EFFECT
Each of the undersigned expressly warrants and represents that
he has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his signature will operate to bind the party indicated
to the foregoing terms.
<PAGE>
15. CAPTIONS
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
If you are in agreement with the foregoing, please sign the
form of acceptance on the accompanying counterpart of this letter and return
such counterpart to the Trust, whereupon this letter shall become a binding
contract upon the date thereof.
Yours very truly,
ATTEST:
AmeriPrime Advisors Trust
By: _______________________________ By:_________________________________
Name/Title Kenneth D. Trumpfheller, President
Dated: February __, 2000
ACCEPTANCE
The foregoing Agreement is hereby accepted.
ATTEST:
Cloud, Neff & Associates, Inc.
By:_________________________________ By:_________________________________
Name/Title David L. Neff, President
Dated: February __, 2000
11205 2/16/00 4:22 PM
AMERIPRIME FINANCIAL SECURITIES, INC.
DEALER AGREEMENT
This Dealer Agreement (the "Agreement") is between AmeriPrime Financial
Securities, Inc. (the "Distributor") and ________________________________ (the
"Service Organization"), and has been adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, (the "Act") with respect to the
Funds listed in Exhibit A (the "Fund" or "Funds" or the "Trust") as an agreement
related to a 12b-1 distribution plan adopted pursuant to said Rule (the "Plan").
This Agreement has been approved both by a majority of the Trustees of the
Trust, and by a majority of the Trustees who are not interested persons of the
Trust or the Fund and who have no direct or indirect financial interest in the
operation of the Plan or this Agreement (the "Disinterested Trustees"), cast in
person at a meeting called for the purpose of voting on this Agreement. The Plan
authorizes the Distributor to pay expenses which may be deemed to be related the
distribution of the Fund. Accordingly, in consideration of the mutual covenants
contained herein, the parties hereby agree as follows:
1. The Distributor hereby appoints the Service Organization
(a) to undertake from time to time distribution services to promote the
sale of shares of the Fund and (b) to render or cause to be rendered
administrative support services to the Fund and its shareholders, which
distribution and administrative support services may include, without
limitation: forwarding sales literature, aggregating and processing
purchase and redemption requests and placing net purchase and redemption
orders with the Fund's transfer agent; answering client inquiries about the
Fund and referring to the Fund those inquiries which the Service
Organization is unable to answer; assisting clients in changing dividend
options, account designations and addresses; performing sub-accounting;
establishing, maintaining and closing shareholder accounts and records;
investing client account cash balances automatically in shares of the Fund;
providing periodic statements showing a client's account balance,
integrating such statements with those of other transactions and balances
in the client's other accounts serviced by the Service Organization and
performing such other recordkeeping as is necessary for the Fund's transfer
agent to comply with the recordkeeping requirements of the Act and the
regulations promulgated thereunder; arranging for bank wires; and providing
such other information and services as the Fund reasonably may request, to
the extent the Service Organization is permitted by applicable statute,
rule or regulation to provide these services.
2. The Service Organization shall provide such office space
and equipment, telephone facilities and personnel (which may be all or any
part of the space, equipment and facilities currently used in the Service
Organization's business, or all or any personnel employed by the Service
Organization) as is necessary or beneficial for providing information and
services to shareholders of the Fund, and to assist the Fund in servicing
accounts of clients. Shares of the Fund purchased by Service Organization
on behalf of its clients may be registered in its name or the name of its
nominee. The client will be the beneficial owner of the shares of the Fund
purchased and held by Service Organization in accordance with the client's
instructions and the client may exercise all applicable rights of a holder
of such Shares. The Service Organization shall transmit promptly to clients
all prospectuses, proxy statements and other materials and communications
sent to it for transmittal to clients by or on behalf of the Trust, the
Fund or the Fund's investment advisor, administrator, underwriter,
custodian or transfer or dividend disbursing agent. Service Organization
agrees to transfer record ownership of a client's Fund shares to the client
promptly upon the request of a client. In addition, record ownership will
be promptly transferred to the client in the event that the person or
entity ceases to be Service Organization's client.
3. Distributor shall pay you a monthly fee based on the
average net asset value during any month of Fund shares which are
attributable to clients of your firm, at the rate set forth on Schedule A
attached hereto and made a part hereof. The Service Organization shall
notify the Trust if the Service Organization directly charges a fee to Fund
shareholders for its services as described in this Agreement.
4. The Service Organization agrees to comply with the
requirements of all laws applicable to it, including but not limited to,
ERISA, federal and state securities laws and the rules and regulations
promulgated thereunder. The Service Organization agrees to provide services
hereunder in compliance with the then current Prospectus and Statement of
Additional Information of the Fund and the operating procedures and
policies established by the Fund, including, but not limited to, required
minimum investment and minimum account size.
5. No person is authorized to make any representations
concerning the Fund or its shares except those contained in the current
Prospectus or Statement of Additional Information of the Fund and any such
information as may be officially designated as information supplemental to
the Prospectus. Additional copies of any Prospectus and any printed
information officially designated as supplemental to such Prospectus will
be supplied by the Trust to the Service Organization in reasonable
quantities on request. Service Organization is specifically authorized to
distribute the Fund's Prospectus and sales material received from the Fund
or the Fund's Distributor. No person is authorized to distribute any other
sales material relating to the Fund without the prior approval of the Fund.
6. The Service Organization agrees that it will provide
distribution and administrative support services only to those persons who
reside in any jurisdiction in which the Fund's shares are registered for
sale and in which the Service Organization may lawfully provide such
services. Upon request, the Fund shall provide the Service Organization
with a list of the states in which the Fund's shares are registered for
sale and shall keep such list updated. Distributor and the Trust assume no
responsibility or obligation as to the right of Service Organization to
sell Fund shares in any jurisdiction.
7. Service Organization represents that it is and will be at
all times relevant hereto a member in good standing of the National
Association of Securities Dealers, Inc., and further represents and
warrants that it is and will be at all times relevant hereto a
broker-dealer properly registered and qualified under all applicable
federal, state and local laws to engage in the business and transactions
described in this Agreement. Service Organization agrees to comply with all
requirements applicable to it of all applicable laws, including federal and
state securities laws, the Rules and Regulations of the Securities and
Exchange Commission and the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. Service Organization agrees that it
will not offer Fund shares to persons in any jurisdiction in which the
shares are not registered for sale and in which Service Organization may
not lawfully make such offer due to the fact that it has not registered
under, or is not exempt from, the applicable registration or licensing
requirements of such jurisdiction. Service Organization further agrees that
it will maintain all records required by applicable law relating to
transactions involving purchases or redemptions of the shares by it or its
clients. In all sales of Fund shares to the public, Service Organization
shall act as agent on behalf of the Fund, and in no transaction, shall it
act as dealer for its own account.
8. The Service Organization agrees not to solicit or cause to
be solicited directly, or indirectly at any time in the future, any proxies
from the shareholders of the Fund in opposition to proxies solicited by
management of the Trust, unless a court of competent jurisdiction shall
have determined that the conduct of a majority of the Board of Trustees of
the Trust constitutes willful misfeasance, bad faith, gross negligence or
reckless disregard of their duties. This paragraph 8 will survive the
expiration or termination of this Agreement.
9. The Service Organization shall prepare such quarterly
reports for the Trust as shall reasonably be requested by the Trust. In
addition, the Service Organization will furnish the Trust or its designees
with such information as the Trust or they may reasonably request
(including, without limitation, periodic certifications confirming the
provision to clients of the services described herein), and will otherwise
cooperate with the Trust and its designees (including, without limitation,
any auditors designated by the Trust), in connection with the preparation
of reports to the Trust's Board of Trustees concerning this Agreement and
the monies paid or payable by the Distributor pursuant hereto, as well as
any other reports or filings that may be required by law.
10. The Service Organization acknowledges that the Distributor
may enter into similar agreements with others without the consent of the
Service Organization.
11. The Service Organization understands and acknowledges that
the Trust has the right, at its discretion and without notice, to suspend
the sale of shares or withdraw the sale of shares of the Fund.
12. This Agreement shall continue in effect for one year from
the date of its execution, and thereafter for successive periods of one
year if the form of this Agreement is approved as to the Fund at least
annually by the Trustees of the Trust, including a majority of the
Disinterested Trustees, cast in person at a meeting for that purpose. In
the event this Agreement, or any part thereof, is found invalid or is
ordered terminated by any regulatory or judicial authority, or the Service
Organization shall fail to perform the shareholder servicing and
administrative functions contemplated hereby, this Agreement is terminable
effective upon receipt of notice thereof by the Service Organization.
13. Notwithstanding paragraph 12, this Agreement may be terminated as
follows:
(a) at any time, without the payment of any penalty, by the vote of a
majority of the Disinterested Trustees of the Fund or by a vote
of a majority of the outstanding voting securities of the Fund on
not more than sixty (60) days' written notice to the parties to
this Agreement;
(b) automatically in the event of the Agreement's assignment as
defined in the Act; or
(c) by any party to the Agreement without cause by giving the other
parties at least thirty (30) days' written notice of its
intention to terminate.
14. Any termination of this Agreement shall not affect the
provisions of paragraph 17, which shall survive the expiration or
termination of this Agreement and continue to be enforceable thereafter.
15. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors.
16. This Agreement is not intended to, and shall not, create
any rights against any party hereto by any third person solely on account
of this Agreement.
17. The Service Organization shall provide such security as is
necessary to prevent unauthorized use of any computer hardware or software
provided to it by or on behalf of the Trust, if any. The Service
Organization agrees to release, indemnify and hold harmless the Fund, the
Trust, the Trust's transfer agent, custodian, investment advisor,
administrator and underwriter, and their respective principals, directors,
trustees, officers, employees and agents from any and all direct or
indirect liabilities or losses resulting from requests, directions, actions
or inactions of or by the Service Organization, its officers, employees or
agents regarding the purchase, redemption, transfer or registration of
shares for accounts of the Service Organization, its clients and other
shareholders. Such indemnity shall also cover any losses and liabilities
relating to the lawfulness of Service Organization's participation in this
Agreement, or resulting from the Service Organization's performance of or
failure to perform its obligations or its breach of any representations or
warranties under this Agreement. If any claims are asserted which may give
rise to indemnification hereunder, the indemnified parties shall have the
right to engage in their own defense, including the selection and
engagement of legal counsel of their choosing and all costs of such defense
shall be borne by Service Organization. Principals of the Service
Organization will be available to consult from time to time with the Trust
concerning the administration and performance of the services contemplated
by this Agreement.
18. This Agreement may be amended only by an agreement in
writing signed by the parties.
19. To the extent this Agreement may be deemed to create
obligations on the part of the Trust, such obligations shall not be binding
upon any of the Trustees, shareholders, nominees, officers, agents or
employees of the Trust, personally, but shall bind only the property of the
Trust, as provided in the Trust's Agreement and Declaration of Trust. The
authorization of this Agreement by the Trustees shall not be deemed to have
been made by any of them individually or to impose any liability on any of
them personally.
20. If any provision of this Agreement, or any covenant,
obligation or agreement contained herein, is determined by a court to be
invalid or unenforceable, the parties agree that (a) such determination
shall not affect any other provision, covenant, obligation or agreement
contained herein, each of which shall be construed and enforced to the full
extent permitted by law, and (b) such invalid or unenforceable portion
shall be deemed to be modified to the extent necessary to permit its
enforcement to the maximum extent permitted by applicable law.
21. This Agreement shall be construed in accordance with the
laws of the State of Texas.
IN WITNESS WHEREOF, this Agreement has been executed for the parties by
their duly authorized officers, on this ______ day of ______________________,
1999.
____________________________________ AMERIPRIME FINANCIAL SECURITIES, INC.
-------------------------------------
Service Organization Distributor
By: _______________________________ By: ________________________________
Name:______________________________ Name: Kenneth D. Trumpfheller
------------------------------------
Authorized Signature Authorized Signature
Address and Phone Number (Principal Office)
- -----------------------------------------
- -----------------------------------------
- -----------------------------------------
- -----------------------------------------
BROWN, CUMMINS & BROWN CO., L.P.A.
ATTORNEYS AND COUNSELORS AT LAW
3500 CAREW TOWER
J. W. BROWN (1911-1995) 441 VINE STREET JOANN M. STRASSER
JAMES R. CUMMINS CINCINNATI, OHIO 45202 AARON A. VANDERLAAN
ROBERT S BROWN TELEPHONE (513) 381-2121
DONALD S. MENDELSOHN TELECOPIER (513) 381-2125 OF COUNSEL
LYNNE SKILKEN GILBERT BETTMAN
AMY G. APPLEGATE
KATHRYN KNUE PRZYWARA
MELANIE S. CORWIN
.........
February 18, 2000
AmeriPrime Advisors Trust
1793 Kingswood Drive
Southlake, Texas 76092
RE: AMERIPRIME ADVISORS TRUST, FILE NOS. 333-85083 AND 811-09541
Gentlemen:
This letter is in response to your request for our opinion in
connection with the filing of the Post-Effective Amendment No. 6 to the
Registration Statement of the AmeriPrime Advisors Trust (the "Trust".)
We have examined a copy of the Trust's Agreement and Declaration of
Trust, the Trust's By-Laws, the Trust's record of the various actions by the
Trustees thereof, and all such agreements, certificates of public officials,
certificates of officers and representatives of the Trust and others, and such
other documents, papers, statutes and authorities as we deem necessary to form
the basis of the opinion hereinafter expressed. We have assumed the genuineness
of the signatures and the conformity to original documents of the copies of such
documents supplied to us as original or photostat copies.
Based upon the foregoing, we are of the opinion that after
Post-Effective Amendment No. 6 is effective for purposes of federal and
applicable state securities laws, the shares of StoneRidge Bond Fund, StoneRidge
Small Cap Equity Fund, StoneRidge Equity Fund, Monteagle Opportunity Growth
Fund, Monteagle Value Fund, Monteagle Large Cap Fund, Monteagle Fixed Income
Fund, Enhans RT SPDR Fund, Enhans RT Sector Fund, Ensemble Community Flagship
Fund, Ensemble Community Technology Fund, Ensemble Partners Equity Fund and the
Cloud, Neff Capital Appreciation Fund, each a series of the Trust, if issued in
accordance with the then current Prospectus and Statement of Additional
Information of such Funds, will be legally issued, fully paid and
non-assessable.
We herewith give you our permission to file this opinion with the
Securities and Exchange Commission as an exhibit to Post-Effective Amendment No.
6 to the Registration Statement.
......... Very truly yours,
......... /s/
Brown, Cummins & Brown Co., L.P.A.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to all references to our
firm included in or made a part of this Post-Effective Amendment No. 6 to
AmeriPrime Advisors Trust's Registration Statement on Form N-1A (file No.
333-85083), including the reference to our firm under the heading "ACCOUNTANTS"
in the Statement of Additional Information.
/s/
- ----------------------------
McCurdy & Associates CPA's, Inc.
Westlake, Ohio
February 18, 2000
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AmeriPrime Advisors Trust, a business trust organized under
the laws of the State of Ohio (hereinafter referred to as the "Trust"),
periodically files amendments to its Registration Statement with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933 and
the Investment Company Act of 1940, as amended; and
WHEREAS, the undersigned is the President, Treasurer, Secretary and a
Trustee of the Trust;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file any Amendment or Amendments to the Trust's Registration
Statement, hereby giving and granting to said attorneys full power and authority
to do and perform all and every act and thing whatsoever requisite and necessary
to be done in and about the premises as fully to all intents and purposes as he
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 18
day of February, 2000.
......... /S/
--------------------------------------
......... Kenneth D. Trumpfheller
......... President, Treasurer, Secretary and Trustee
STATE OF TEXAS ... )
......... ) ss:
COUNTY OF TARRANT. )
Before me, a Notary Public, in and for said county and state,
personally appeared KENNETH D. TRUMPFHELLER, known to me to be the person
described in and who executed the foregoing instrument, and who acknowledged to
me that he executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 18 day of February, 2000.
......... /S/Sandra L. LeGrand
--------------------
......... Notary Public
......... My commission expires: 2/4/2001
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