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. 18 / X /
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
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OF 1940
Amendment No. 19 / 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
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(Name and Address of Agent for Service)
With copy to:
Donald S. Mendelsohn, Brown, Cummins & Brown Co., L.P.A.
3500 Carew Tower, Cincinnati, Ohio 45202
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective: /X/ immediately upon
filing pursuant to paragraph (b)
/ /on (January 1, 2001) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/_/ on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/_/ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/_/this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
10671 10/27/00 10:40 AM
<PAGE>
Enhans Funds
Prospectus dated January 18, 2001
Enhans RT 500 Fund
Enhans Master Investor Fund
25 West King Street
Lancaster, PA 17603
(888) 837-1784
The Securities and Exchange Commission has not approved or disapproved
these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
10570 01/04/2001 10:23 AM
TABLE OF CONTENTS
PAGE
RISK / RETURN SUMMARY...........................................................
FEES AND EXPENSES OF INVESTING IN THE FUNDS.....................................
HOW TO BUY SHARES...............................................................
HOW TO REDEEM SHARES............................................................
DETERMINATION OF NET ASSET VALUE................................................
DIVIDENDS, DISTRIBUTIONS AND TAXES..............................................
MANAGEMENT OF THE FUNDS.........................................................
FINANCIAL HIGHLIGHTS............................................................
FOR MORE INFORMATION..................................................BACK COVER
<PAGE>
RISK/RETURN SUMMARY
ENHANS RT 500 FUND
Investment Objective
The investment objective of the Enhans RT 500 Fund is capital
appreciation.
Principal Strategies
The term "RT" in the Fund's name stands for "real time" trading and refers
to the adviser's use of new technologies that permit intra-day trading. The Fund
seeks to achieve its objective through the purchase, sale and short sale of S&P
Depositary Receipts (commonly referred to as SPDRs) and purchase and sale of
options on the S&P 500 Index. SPDRs are exchange-traded shares that represent
ownership in the SPDR Trust, an investment company which was established to own
the stocks included in the S&P 500 Index. The price and dividend yield of SPDRs
track the movement of the S&P 500 Index relatively closely, before deducting
expenses. The Fund's adviser, AExpert Advisory, Inc., uses an automated
investment management system called "AExpert Market Minder" to determine the
composition of the Fund's portfolio. In other words, Market Minder determines
whether and to what extent the Fund purchases and sells SPDRs and options and/or
sells SPDRs short. The adviser developed Market Minder by applying an artificial
intelligence technology called "pattern recognition technology" to the S&P 500
Index.
o When the Market Minder predicts a flat market, the Fund will invest in
money market funds or other cash equivalents. During these periods, the
Fund may not achieve its objective of capital appreciation.
o When the Market Minder predicts a rising market, the Fund's portfolio will
be invested to capitalize on the anticipated upward price movement. The
Fund may be fully invested in SPDRs and, depending on the strength of the
anticipated market rise, may also buy call options or write put options on
the S&P 500 Index.
o When the Market Minder predicts a market decline, the Fund's exposure to
the stock market will be reduced and the portfolio may be returned to money
market funds or other cash equivalents. Depending on the strength of the
anticipated market decline, the Fund may also sell SPDRs short, and/or buy
put options or write call options on the S&P 500 Index. During these
periods the Fund's assets may be fully invested in short positions and/or
options, subject to the "coverage" requirements that apply to mutual funds.
o The automated Market Minder system generally makes all portfolio investment
decisions. The adviser may override the automated system and move to a cash
position if an unusual event (such as a Federal Reserve Board meeting) is
anticipated but the results are unknown.
Short selling means the Fund sells a SPDR that it does not own, borrows
the same SPDR from a broker or other institution to complete the sale, and buys
the same SPDR at a later date to repay the lender. If the SPDR is overvalued,
and the price declines before the Fund buys the SPDR, the Fund makes a profit.
If the price of the SPDR increases before the Fund buys the SPDR, the Fund loses
money.
When the Fund buys a call option on the S&P 500 Index, it has the right to
any appreciation in the value of the Index over a fixed price (known as the
exercise price) any time up to a certain date in the future (the "expiration
date"). In return for this right, the Fund pays the current market price for the
option (known as the option premium). If an increase in the value of the Index
causes the option to increase in value by more than the option premium the Fund
paid, the Fund will profit on the overall position. When the Fund writes (sells)
a call option, the Fund receives the option premium, but will lose money if an
increase in the value of the Index causes the Fund's costs to cover its
obligations upon exercise to increase by more than
<PAGE>
the option premium the Fund received. The Fund will sell a call option only if
it has purchased a call option to cover the Fund's potential settlement
obligation. For example, if the Fund sells a call option with an exercise price
of $50, the Fund will hold a call option with a different expiration date and a
strike price of $50 or less.
When the Fund buys a put option on the S&P 500 Index, it has the right to
receive a payment based on any depreciation in the value of the Index below the
exercise price. The Fund will profit on the overall position if a decrease in
the value of the Index causes the option to increase in value by more than the
option premium the Fund paid. When the Fund writes (sells) put options, the Fund
receives the option premium, but will lose money if a decrease in the value of
the Index causes the Fund's costs to cover its obligations upon exercise to
increase by more than the option premium the Fund received. The Fund will sell a
put option only if it has purchased a put option to cover the Fund's potential
settlement obligation. For example, if the Fund sells a put option with an
exercise price of $50, the Fund will hold a put option with a different
expiration date and a strike price of $50 or more.
The adviser will engage in active trading of the Fund's portfolio
securities as a result of its strategy, the effects of which are described below
under "Portfolio Turnover Risk." Although there is no guarantee, the adviser
believes that if the Market Minder system is successful, the Fund may outperform
the S&P 500 Index by profiting on both upward and downward price movements.
Principal Risks of Investing in the Fund
o Management Risk. The principal risk of the Fund is that the adviser's
strategy may not be successful. The Fund could be exposed to declining
markets and/or could miss a market rise if the adviser's Market Minder
system does not correctly predict market movements. The Fund has no
operating history and the Fund's adviser has no prior experience managing
the assets of a mutual fund.
o Market Risk. Overall stock market risks may also affect the value of the
Fund. If the general level of stock prices fall, so will the value of the
SPDR because it represents an interest in a broadly diversified stock
portfolio. Factors such as domestic economic growth and market conditions,
interest rate levels and political events affect the securities markets and
could cause the Fund's share price to fall.
o Issuer Risk. - The value of a security owned by the SPDR might decrease in
response to the activities and financial prospects of the issuer. If the
price of a security owned by the SPDR falls , so will the value of the
SPDR.
o "Fund of Funds" Structure Risk. Your cost of investing in the Fund will
generally be higher than the cost of directly investing in SPDRs. By
investing in the Fund, you will indirectly bear fees and expenses charged
by the underlying SPDRs in which the Fund invests in addition to the Fund's
direct fees and expenses. Furthermore, the use of a "fund of funds"
structure could affect the timing, amount and character of distributions to
you and therefore may increase the amount of taxes payable by you. A "fund
of funds" is best suited for long-term investors.
o Exchange-Traded Share Risk. Investment in the Fund should be made with
the understanding that the SPDRs in which the Fund invests will not be
able to replicate exactly the performance of the indexes they track
because the total return generated by the securities will be reduced by
transaction costs incurred in adjusting the actual balance of the
securities and other SPDR expenses, whereas such transaction costs and
expenses are not included in the calculation of the total returns of the
S&P 500 index. Certain securities comprising the S&P 500 index, from time
to time, may be temporarily unavailable. Most SPDR investors, including
the Fund, purchase and sell SPDRs in the secondary trading market on a
securities exchange and must pay brokerage commissions when they do so.
SPDRs may trade at a discount from their net asset value in the secondary
market. The amount of the discount is subject to change from time to time
in response to various factors and can have a negative effect on the
Fund's share price. There is no guarantee that a SPDR will trade at or
above its net asset value.
o Short Sale Risk. The Fund engages in short selling activities which are
significantly different from the investment activities commonly associated
with conservative stock funds. Positions in shorted securities are more
risky than long positions (purchases) in securities because the maximum
sustainable loss on a security purchased is limited to the amount paid for
the security plus the transactions costs, whereas there is no maximum
attainable price of the shorted security. Therefore, in theory, securities
sold short have unlimited risk. Depending on market conditions, the Fund
may have difficulty purchasing the security sold short, and could be
forced to pay a premium for the security. You should be aware of the
intrinsic risk involved in the Fund and be cognizant that any strategy
that includes selling securities short can suffer significant losses. In
addition, the strategy may result in increased transaction costs and taxes
that reduce the Fund's return. o Option Risks. The Fund may terminate an
option it has purchased by allowing it to expire or by exercising the
option. If the option is allowed to expire, the Fund will lose the entire
premium it paid (plus related transaction costs). When the Fund sells
covered call options, it receives cash but limits its opportunity to
profit from an increase in the market value of the Index beyond the
exercise price (plus the premium received). When the Fund sells put
options, the Fund receives the option premium, but will lose money if a
decrease in the value of the Index causes the Fund's costs to cover its
obligations upon exercise to increase by more than the option premium the
Fund received.
o Sector Risk. SPDRs have a heavy concentration in technology companies.
Technology companies may be significantly affected by falling prices and
profits and intense competition, and their products may be subject to rapid
obsolescence.
o Volatility Risk. The common stocks that comprise the S&P 500 Index tend to
be more volatile than other investment choices, and the Fund may be more or
less volatile than the S&P 500 Index.
o Portfolio Turnover Risk. The Fund's investment strategy involves active
trading and will result in a high portfolio turnover rate. A high portfolio
turnover can result in correspondingly greater brokerage commission
expenses. A high portfolio turnover may result in the distribution to
shareholders of additional capital gains for tax purposes, some of which
may be taxable at ordinary rates. These factors may negatively affect the
Fund's performance.
o An investment in the Fund is not a deposit of any bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
o The Fund is not a complete investment program.
o As with any mutual fund investment, the Fund's returns will vary and you
could lose money.
<PAGE>
How the Fund has Performed
The bar chart below shows the Fund's total return for the calendar year
ended December 31, 2000. The performance table below shows how the Fund's
average annual total returns compare over time to those of a broad-based
securities market index. Of course, the Fund's past performance is not
necessarily an indication of its future performance.
(Total Return as of December 31)
[Bar chart showing 2000 total return of -32.80%]
During the period shown, the highest return for a quarter was 1.60% (first
quarter, 2000); and the lowest return was -19.62% (fourth quarter, 2000).
Average Annual Total Returns for the periods ended 12/31/00:
One Year Since Inception1
The Fund -32.80% -32.58%
S&P 500 Index -8.23% -8.81%
1December 30, 1999.
<PAGE>
ENHANS MASTER INVESTOR FUND
The investment objective of the Enhans Master Investor Fund is capital
appreciation.
Principal Strategies
The Fund seeks to achieve its objective through the purchase and sale of
publicly traded index products (also known as "exchange traded funds"), and the
sale of covered call options on those index products. Index products own stocks
included in a particular index and changes in the price of the index product
track the movement of the associated index relatively closely. The Fund's
adviser, AExpert Advisory, Inc. uses an automated investment management system
called "AExpert Sector Minder" to determine which index products will be held in
the Fund's portfolio. The adviser developed Sector Minder by applying an
artificial intelligence technology called "pattern recognition technology" to
select specific securities from a group of securities. The adviser determines
when the Fund will sell covered call options on index products.
Sector Minder predicts which index products will increase in price more
rapidly in the group of index products. It is not possible to predict which
sectors or countries Sector Minder will select and the Fund may invest in a
limited number of index products at any given time. This automated system
generally makes all portfolio investment decisions. However, the adviser may at
times deviate from the Sector Minder selections if necessitated by market
conditions. For example, the adviser may determine that there is insufficient
trading volume in a particular security and, therefore, may not fully (or
immediately) implement the recommendation. The adviser may also override the
automated system and move to a cash position if an unusual event (such as a
Federal Reserve Board meeting) is anticipated but the results are unknown. The
adviser will engage in active trading of the Fund's portfolio securities as a
result of its strategy, the effects of which are described below under
"Portfolio Turnover Risk."
Index products include S&P Depositary Receipts ("SPDRs"), DIAMONDS and
other exchange traded funds ("ETFs"). The Fund invests in shares of ETFs. Each
share represents an undivided ownership interest in the portfolio of stocks held
by an ETF. ETFs are trusts that acquire and hold either:
o shares of all of the companies that are represented by a particular
index in the same proportion that is represented in the index itself; or
o shares of a sampling of the companies that are represented by a particular
index in a proportion meant to track the performance of the entire index.
ETFs are intended to provide investment results that, before expenses,
generally correspond to the price and yield performance of the corresponding
market index, and the value of their shares should, under normal circumstances,
closely track the value of the index's underlying component stocks. ETFs
generally do not buy or sell securities, except to the extent necessary to
conform their portfolios to the corresponding index.
SPDRs are exchange-traded shares that represent ownership in the SPDR
Trust, an investment company which was established to own the stocks included in
the S&P 500 Index. The price and dividend yield of SPDRs track the movement of
the S&P 500 Index relatively closely, before deducting expenses. DIAMONDS are
similar to SPDRs, but own the securities consisting of all of the stocks of the
<PAGE>
Dow Jones Industrial Average. The Fund may invest a significant portion of its
assets in World Equity Benchmark Shares ("WEBS"). WEBS represent a broad
portfolio of publicly traded stocks in a selected country. These countries
include both developed and less developed or emerging markets. Each WEBS Index
Series seeks to generate investment results that generally correspond to the
market yield performance of a given Morgan Stanley Capital International
("MSCI") index. MSCI Indices are leading country index benchmarks, widely used
by U.S. investors for their international investments. When the Fund invests in
WEBS, it will be subject to the risks of foreign investments.
Index products also include S&P MidCap 400 Depositary Receipts. This
product invests in smaller capitalization companies and is subject to the risks
associated with smaller companies. The Fund may also invest in various sector
index products such as the Basic Industries Select Sector Index, Consumer
Services Select Sector Index, Consumer Staples Select Sector Index,
Cyclical/Transportation Select Sector Index, Energy Select Sector Index,
Financial Select Sector Index, Industrial Select Sector Index, Technology Select
Sector Index and Utilities Select Sector Index. To the extent the Fund invests
in a sector product, the Fund is subject to the risks associated with that
sector. Additionally, the Fund will invest in new exchange traded shares as they
become available.
When the Fund writes (sells) a covered call option on an index product,
the purchaser of the option has the right to buy the underlying index product at
a predetermined price (exercise price) during the life of the option. If the
purchaser exercises the option, the Fund must sell the index product to the
purchaser at the exercise price. The option is "covered" because the Fund owns
the index product at the time it sells the option. As the seller of the option,
the Fund receives a premium from the purchaser of the call option.
Principal Risks of Investing in the Fund
o Management/Allocation Risk. The principal risk of the Fund is that the
adviser's strategy may not be successful. The Fund's performance depends
upon how its assets are allocated and reallocated among the various index
products. The Fund could be exposed to declining markets in certain index
products and/or could miss a market rise in other index products if the
adviser's Sector Minder system does not correctly predict market movements.
This could result in the Fund not performing as well as if the Market
Minder selected other investments. The Fund has no operating history and
the Fund's adviser has no prior experience managing the assets of a mutual
fund.
o Market Risk. Overall stock market risks may also affect the value of the
Fund. For example, if the general level of stock prices fall, so will the
value of the SPDR because it represents an interest in a broadly
diversified stock portfolio. Factors such as domestic and foreign economic
growth and market conditions, interest rate levels and political events
affect the securities markets and could cause the Fund's share price to
fall.
o "Fund of Funds" Structure Risk. Your cost of investing in the Fund will
generally be higher than the cost of directly investing in index products.
By investing in the Fund, you will indirectly bear fees and expenses
charged by the underlying index products in which the Fund invests in
addition to the Fund's direct fees and expenses. Furthermore, the use of a
"fund of funds" structure could affect the timing, amount and character of
distributions to you and therefore may increase the amount of taxes payable
by you. A "fund of funds" is best suited for long-term investors.
o Exchange-Traded Share Risk. Investment in the Fund should be made with
the understanding that the index products in which the Fund invests will
not be able to replicate exactly the performance of the indexes they track
because the total return generated by the securities will be reduced by
transaction costs incurred in adjusting the actual balance of the
securities and other index product expenses, whereas such transaction
costs and expenses are not included in the calculation of the total
returns of the indexes. Certain securities comprising the indexes tracked
by the index products, from time to time, may be temporarily unavailable.
Most index products investors, including the Fund, purchase and sell index
products in the secondary trading market on a securities exchange and must
pay brokerage commissions when they do so. Index products may trade at a
discount from their net asset value in the secondary market. The amount of
the discount is subject to change from time to time in response to various
factors and can have a negative effect on the Fund's share price. There is
no guarantee that an index product will trade at or above its net asset
value.
o Foreign Risk. To the extent the Fund invests in foreign index products, the
Fund could be subject to greater risks because the Fund's performance may
depend on issues other than the performance of a particular company or
group of companies. Changes in foreign economies and political climates are
more likely to affect the Fund than a mutual fund that invests exclusively
in U.S. companies. The value of foreign securities is also affected by the
value of the local currency relative to the U.S. dollar. There may also be
less government supervision of foreign markets, resulting in non-uniform
accounting practices and less publicly available information.
o Emerging Market Risk. All of the "foreign risks" described above are
heightened to the extent the Fund invests in WEBS of emerging foreign
markets. There may be greater social, economic and political uncertainty
and instability; more substantial governmental involvement in the economy;
less governmental supervision and regulation; unavailability of currency
hedging techniques; risk of companies that may be newly organized and
small; and less developed legal systems.
o Smaller Company Risk. To the extent the Fund invests in index products
that invest in smaller capitalization companies, the Fund will be subject
to additional risks. These include:
o The earnings and prospects of smaller companies are more volatile than
larger companies.
o Smaller companies may experience higher failure rates than do
larger companies.
o The trading volume of securities of smaller companies is normally less than
that of larger companies and, therefore, may disproportionately affect
their market price, tending to make them fall more in response to selling
pressure than is the case with larger companies.
o Smaller companies may have limited markets, product lines or financial
resources and may lack management experience.
o Sector and Country Risk. The Fund's portfolio may at times focus on a
limited number of index products and can be subject to substantially more
investment risk and potential for volatility than a fund that is more
diversified. For example, if the Fund is heavily invested in a utility
index product or a particular country, any event that negatively affects
the utility sector or that country could cause the Fund to lose value. It
is not possible to predict the countries or sectors in which the Fund may
focus and, therefore, it is not possible to detail the risk factors of
particular countries or sectors that will be applicable to the Fund.
o Concentration Risk. The Fund may invest in index products that concentrate
their investments in a particular industry. An investment in such an index
product may be subject to greater market risk than an investment in an
index product that invests in a broad range of securities.
o Issuer Risk. - The value of a security owned by an index product might
decrease in response to the activities and financial prospects of the
issuer. If the price of a security owned by an index product falls, so will
the value of the index product.
o Liquidity Risk. Some of the index products in which the Fund invests are
subject to liquidity risk. Liquidity risk exists when an investment is
difficult to purchase or sell, possibly preventing the index product from
selling the illiquid security at an advantageous time or price. Index
products that invest in smaller companies, foreign securities or securities
with greater market risk are more likely to be illiquid.
o Option Risks. When the Fund sells covered call options on index products,
it receives cash but limits its opportunity to profit from an increase in
the market value of the index product beyond the exercise price (plus the
premium received).
o Volatility Risk. The common stocks that comprise the various index products
(and therefore the index products purchased by the Fund) tend to be more
volatile than other investment choices, and the Fund may be more or less
volatile than the index products it purchases.
o Portfolio Turnover Risk. The Fund's investment strategy involves active
trading and will result in a high portfolio turnover rate. A high portfolio
turnover can result in correspondingly greater brokerage commission
expenses. A high portfolio turnover may result in the distribution to
shareholders of additional capital gains for tax purposes, some of which
may be taxable at ordinary rates. These factors may negatively affect the
Fund's performance.
o An investment in the Fund is not a deposit of any bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
o The Fund is not a complete investment program.
o As with any mutual fund investment, the Fund's returns will vary and you
could lose money.
How the Fund has Performed
The bar chart below shows the Fund's total return for the calendar year
ended December 31, 2000. The performance table below shows how the Fund's
average annual total returns compare over time to those of a broad-based
securities market index. Of course, the Fund's past performance is not
necessarily an indication of its future performance.
(Total Return as of December 31)
[Bar chart showing 2000 total return as of -35.80%]
During the period shown, the highest return for a quarter was -4.40%
(first quarter, 2000); and the lowest return was -17.47% (second quarter, 2000).
Average Annual Total Returns for the periods ended 12/31/00:
One Year Since Inception1
The Fund -35.80% -35.57%
S&P 500 Index -8.23% -8.81%
1December 30, 1999.
General
The investment objective of each Fund may be changed without shareholder
approval.
From time to time, each Fund may take temporary defensive positions that
are inconsistent with the Fund's principal investment strategies, in attempting
to respond to adverse market, economic, political or other conditions. For
example, a Fund may hold all or a portion of its assets in money market
instruments, securities of other no-load mutual funds or repurchase agreements.
If a Fund invests in shares of another mutual fund, the shareholders of the Fund
generally will be subject to duplicative management fees. As a result of
engaging in these temporary measures, the Fund may not achieve its investment
objective. Either Fund may also invest in such instruments at any time to
maintain liquidity or pending selection of investments in accordance with its
policies.
The value of your investment in a Fund is directly related to the
investment performance of the index product or products in which it invests and
the value of your Fund shares will go down if there is a decline in the
aggregate share value of an index product in which it is invested. The
performance of the index product, in turn, depends upon the performance of the
securities in which these index products invest. Therefore, the risks of
investing in a Fund are closely related to the risks associated with the index
products and their investments.
The principal risks associated with the index products include the risk
that the equity securities in an index product will decline in value due to
factors affecting the issuing companies, their industries, or the equity markets
generally. They also include special risks associated with the particular sector
or countries in which the index product invests.
<PAGE>
FEES AND EXPENSES OF INVESTING IN THE FUNDS
The tables describe the fees and estimated expenses that you may pay if
you buy and hold shares of a Fund.
RT 500 RT Master
Shareholder Fees Fund Investor Fund
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases NONE NONE
Maximum Deferred Sales Charge (Load) NONE NONE
Redemption Fee NONE NONE
Annual Fund Operating Expenses1
(expenses that are deducted from Fund assets)
Management Fee 1.65% 1.65%
Distribution and/or Service (12b-1) Fees 1.00% 1.00%
Other Expenses 0.04% 0.06%
Total Annual Fund Operating Expenses 2.69% 2.71%
Expense Reimbursement2 0.04% 0.06%
Net Expenses (after fee waiver/expense reimbursement) 2.65% 2.65%
1 Each Fund invests principally in exchange traded index products. To the
extent that a Fund invests in index products, the Fund will indirectly bear
its proportionate share of any fees and expenses paid by such index
products, in addition to the fees and expenses payable directly by the
Fund. Therefore, to the extent that a Fund invests in index products, the
Fund will incur higher expenses, many of which may be duplicative. These
expenses will be borne by the Fund, and are not included in the expenses
reflected in the table above or example below.
2 The Funds' adviser has contractually agreed to reimburse fees and expenses
of the trustees who are not "interested persons" as defined in the
Investment Company Act to the extent necessary to maintain each Fund's
total operating expenses at 2.65% of net assets through December 31, 2001.
Example:
This Example is intended to help you compare the cost of investing in the
Funds with the cost of investing in other mutual funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated, reinvest
dividends and distributions, and then redeem all of your shares at the end of
those periods. The Example also assumes that your investment has a 5% return
each year and that the Fund's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
1 Year 3 Years 5 Years 10 Years
RT 500 Fund $278 $862 $1471 $3114
Master Investor Fund $278 $865 $1478 $3131
<PAGE>
HOW TO BUY SHARES
Initial Purchase
The minimum initial investment in each Fund is $5,000 ($2000 for qualified
retirement accounts and medical savings accounts) and minimum subsequent
investments are $1,000. Investors choosing to purchase or redeem their shares
through a broker/dealer or other institution may be charged a fee by that
institution. To the extent investments of individual investors are aggregated
into an omnibus account established by an investment adviser, broker or other
intermediary, the account minimums apply to the omnibus account, not to the
account of the individual investor.
By Mail - To be in proper form, your initial purchase request must include:
o a completed and signed investment application form (which accompanies this
Prospectus);
o a check made payable to the appropriate Fund;
Mail the application and check to:
<TABLE>
<S> <C> <C>
U.S. Mail: Enhans Funds Overnight:Enhans Funds
c/o Unified Fund Services, Inc. c/o Unified Fund Services, Inc.
P.O. Box 6110 431 North Pennsylvania Street
Indianapolis, Indiana 46206-6110 Indianapolis, Indiana 46204
</TABLE>
By Wire - You may also purchase shares of a Fund by wiring federal funds from
your bank, which may charge you a fee for doing so. To wire money, you must call
Unified Fund Services, Inc., the Funds' transfer agent, at (888) 837-1784 to set
up your account and obtain an account number. You should be prepared at that
time to provide the information on the application. Then, provide your bank with
the following information for purposes of wiring your investment:
Firstar Bank, N.A.
ABA #0420-0001-3
Attn: Enhans Funds
D.D.A.# 821637766
Account Name _________________ (write in shareholder name)
For the Account # ______________ (write in account number)
You must mail a signed application to Unified Fund Services, Inc., the
Fund's transfer agent, at the above address in order to complete your initial
wire purchase. Wire orders will be accepted only on a day on which the Fund,
custodian and transfer agent are open for business. A wire purchase will not be
considered made until the wired money is received and the purchase is accepted
by the Fund. Any delays which may occur in wiring money, including delays which
may occur in processing by the banks, are not the responsibility of the Fund or
the transfer agent. There is presently no fee for the receipt of wired funds,
but the Fund may charge shareholders for this service in the future.
<PAGE>
Additional Investments
You may purchase additional shares of any Fund (subject to a $1,000
minimum) by mail, wire or automatic investment. Each additional mail purchase
request must contain:
o your name
o the name of your account(s),
o your account number(s),
o the name of the Fund
o a check made payable to the Fund
Send your purchase request to the address listed above. A bank wire should be
sent as outlined above.
Automatic Investment Plan
You may make regular investments in a Fund with an Automatic Investment
Plan by completing the appropriate section of the account application and
attaching a voided personal check. Investments may be made monthly to allow
dollar-cost averaging by automatically deducting $250 or more from your bank
checking account. You may change the amount of your monthly purchase at any
time.
Distribution Plans
Each Fund has adopted plans under Rule 12b-1 that allow the Fund to pay
distribution fees for the sale and distribution of its shares and allows the
Fund to pay for services provided to shareholders. Each Fund pays annual 12b-1
expenses of 1.00% (of which 0.75% is an asset based sales charge and 0.25% is a
service fee). Because these fees are paid out of each Fund's assets on an
on-going basis, over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges.
Tax Sheltered Retirement Plans
Since the Funds are oriented to longer term investments, shares of the
Funds may be an appropriate investment medium for tax sheltered retirement
plans, including: individual retirement plans (IRAs); simplified employee
pensions (SEPs); SIMPLE plans; 401(k) plans; qualified corporate pension and
profit sharing plans (for employees); tax deferred investment plans (for
employees of public school systems and certain types of charitable
organizations); and other qualified retirement plans. Contact the transfer agent
for the procedure to open an IRA or SEP plan and more specific information
regarding these retirement plan options. Please consult with your attorney or
tax adviser regarding these plans. You must pay custodial fees for your IRA by
redemption of sufficient shares of the Fund from the IRA unless you pay the fees
directly to the IRA custodian. Call the transfer agent about the IRA custodial
fees.
How to Exchange Shares
As a shareholder in either Fund, you may exchange shares valued at $5,000
or more for shares of the other Enhans RT Fund. You may call the transfer agent
at (888) 837-1784 to exchange shares. An exchange may also be made by written
request signed by all registered owners of the account mailed to the address
listed above. Requests for exchanges received prior to close of trading on the
New York Stock Exchange (4:00 p.m. Eastern time) will be processed at the next
determined net asset value (NAV) as of the close of business on the same day.
<PAGE>
An exchange is made by selling shares of one Fund and using the proceeds
to buy shares of another Fund, with the NAV for the sale and the purchase
calculated on the same day. An exchange results in a sale of shares for federal
income tax purposes. If you make use of the exchange privilege, you may realize
either a long term or short term capital gain or loss on the shares sold.
Before making an exchange, you should consider the investment objective
and risks of the Fund to be purchased. If your exchange creates a new account,
you must satisfy the requirements of the Fund in which shares are being
purchased. You may make an exchange to a new account or an existing account;
however, the account ownership must be identical. Exchanges may be made only in
states where an exchange may legally be made. The Funds reserve the right to
terminate or modify the exchange privilege at any time.
Other Purchase Information
Each Fund may limit the amount of purchases and refuse to sell to any
person. If your check or wire does not clear, you will be responsible for any
loss incurred by the Funds. If you are already a shareholder, the Funds can
redeem shares from any identically registered account in the Funds as
reimbursement for any loss incurred. You may be prohibited or restricted from
making future purchases in the Funds.
The Funds have authorized certain broker/dealers and other financial
institutions (including their designated intermediaries) to accept on their
behalf purchase and sell orders. A Fund is deemed to have received an order when
the authorized person or designee accepts the order, and the order is processed
at the net asset value next calculated thereafter. It is the responsibility of
the broker-dealer or other financial institution to transmit orders promptly to
the Funds' transfer agent.
HOW TO REDEEM SHARES
You may receive redemption payments in the form of a check or federal wire
transfer. Presently there is no charge for wire redemptions; however, the Funds
may charge for this service in the future. Any charges for wire redemptions will
be deducted from the shareholder's Fund account by redemption of shares. If you
redeem your shares through a broker/dealer or other institution, you may be
charged a fee by that institution.
By Mail - You may redeem any part of your account in a Fund at no charge by
mail. Your request should be addressed to:
<TABLE>
<S> <C> <C>
U.S. Mail: Enhans Funds Overnight: Enhans Funds
c/o Unified Fund Services, Inc. c/o Unified Fund Services, Inc.
P.O. Box 6110 431 North Pennsylvania Street
Indianapolis, Indiana 46206-6110 Indianapolis, Indiana 46204
</TABLE>
"Proper form" 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.
<PAGE>
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 form,
your request must be signed by all registered share owner(s) in the exact
name(s) and any special capacity in which they are registered. The Funds may
require that signatures be guaranteed by a bank or member firm of a national
securities exchange. Signature guarantees are for the protection of
shareholders. At the discretion of the Funds or Unified Fund Services, Inc., you
may be required to furnish additional legal documents to insure proper
authorization.
By Telephone - You may redeem any part of your account in a Fund by calling the
transfer agent at (888) 837-1784. You must first complete the Optional Telephone
Redemption and Exchange section of the investment application to institute this
option. The Fund, the transfer agent and the custodian are not liable for
following redemption or exchange instructions communicated by telephone that
they reasonably believe to be genuine. However, if they do not employ reasonable
procedures to confirm that telephone instructions are genuine, they may be
liable for any losses due to unauthorized or fraudulent instructions. Procedures
employed may include recording telephone instructions and requiring a form of
personal identification from the caller.
The Funds may terminate the telephone redemption procedures at any time.
During periods of extreme market activity it is possible that shareholders may
encounter some difficulty in telephoning the Funds, although neither the Funds
nor the transfer agent has ever experienced difficulties in receiving and in a
timely fashion responding to telephone requests for redemptions or exchanges. If
you are unable to reach the Funds by telephone, you may request a redemption or
exchange by mail.
Additional Information - If you are not certain of the requirements for a
redemption please call the transfer agent at (888) 837-1784. Redemptions
specifying a certain date or share price cannot be accepted and will be
returned. You will be mailed the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take up to fifteen calendar days. Also, when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary weekend or holiday closing or under any emergency circumstances, as
determined by the Securities and Exchange Commission, the Funds may suspend
redemptions or postpone payment dates.
Because the Funds incur certain fixed costs in maintaining shareholder
accounts, each Fund may require you to redeem all of your shares in the Fund on
30 days' written notice if the value of your shares in the Fund is less than
$5,000 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax adviser concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30 day period. Your shares are subject to redemption
at any time if the Board of Trustees determines in its sole discretion that
failure to so redeem may have materially adverse consequences to all or any of
the shareholders of the Funds.
<PAGE>
DETERMINATION OF NET ASSET VALUE
The price you pay for your shares is based on the applicable Fund's net
asset value per share (NAV). The NAV is calculated at the close of trading
(normally 4:00 p.m. Eastern time) on each day the New York Stock Exchange is
open for business (the Stock Exchange is closed on weekends, Federal holidays
and Good Friday). The NAV is calculated by dividing the value of the Fund's
total assets (including interest and dividends accrued but not yet received)
minus liabilities (including accrued expenses) by the total number of shares
outstanding.
The Funds' assets are generally valued at their market value. If market
prices are not available, or if an event occurs after the close of the trading
market that materially affects the values, assets may be valued by the Funds'
adviser at their fair value, according to procedures approved by the Funds'
board of trustees. The Fund may own securities that are traded primarily on
foreign exchanges that trade on weekends or other days the Fund does not price
its shares. As a result, the NAV of the Fund may change on days when you will
not be able to purchase or redeem your shares of the Fund.
Requests to purchase and sell shares are processed at the NAV next
calculated after we receive your order in proper form.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Dividends and Distributions
Each Fund typically distributes substantially all of its net investment
income in the form of dividends and taxable capital gains to its shareholders.
These distributions are automatically reinvested in the applicable Fund unless
you request cash distributions on your application or through a written request
to the Fund. Each Fund expects that its distributions will consist primarily of
short term capital gains.
Taxes
In general, selling or exchanging shares of a Fund and receiving
distributions (whether reinvested or taken in cash) are taxable events.
Depending on the purchase price and the sale price, you may have a gain or a
loss on any shares sold. Any tax liabilities generated by your transactions or
by receiving distributions are your responsibility. You may want to avoid making
a substantial investment when a Fund is about to make a taxable distribution
because you would be responsible for any taxes on the distribution regardless of
how long you have owned your shares.
Early each year, the Funds will mail to you a statement setting forth the
federal income tax information for all distributions made during the previous
year. If you do not provide your taxpayer identification number, your account
will be subject to backup withholding.
The tax considerations described in this section do not apply to
tax-deferred accounts or other non-taxable entities. Because each investor's tax
circumstances are unique, please consult with your tax adviser about your
investment.
<PAGE>
MANAGEMENT OF THE FUNDS
AExpert Advisory, Inc., 25 West King Street, Lancaster, Pennsylvania 17603,
serves as investment adviser to the Funds. Clients ofAExpert Advisory, Inc.
include individual investors, professional financial advisers, broker/dealers,
banks, insurance companies, pension and profit sharing plans, foundations and
non-profit organizations. Each Fund is authorized to pay the advisor a fee equal
to 1.65% of its average daily net assets.
Kenneth S. Ray is responsible for the day-to-day management of each Fund.
Mr. Ray has more than 23 years experience as a professional investment manager.
He spent 10 years as a broker with Dean Witter Reynolds Securities before
resigning as Vice President of Investments to formAExpert, Inc. Investor Service
Intelligence Systems, predecessor toAExpert, Inc., was formed in 1986 to design,
develop and implement computerized investment management systems. In 1990,
following successful development of the computerized management systems,AExpert
Advisory, Inc. was formed to facilitate fee based investment management. AExpert
Advisory, Inc. managed client assets for an intentionally small number of
clients as a validation for its automated management systems. Following the
National Securities Improvement Act of 1996 (effective July 1997) and the rising
popularity of the Internet,AExpert Advisory, Inc. began to make its investment
management services more widely available. [As of January 1, 2001, assets under
management were in excess of $[ ] million. Mr. Ray manages equity accounts for
individual and institutional clients, with a focus on investment in mutual
funds.
The adviser pays all of the operating expenses of each Fund except
brokerage, taxes, borrowing costs (such as interest and dividend expense of
securities sold short), interest, fees and expenses of non-interested person
trustees and extraordinary expenses and expenses incurred pursuant to Rule 12b-1
under the Investment Company Act of 1940. In this regard, it should be noted
that most investment companies pay their own operating expenses directly, while
each Fund's expenses, except those specified above, are paid by the adviser. The
adviser (not the Funds) may pay certain financial institutions (which may
include banks, brokers, securities dealers and other industry professionals) a
fee for providing distribution related services and/or for performing certain
administrative servicing functions for Fund shareholders to the extent these
institutions are allowed to do so by applicable statute, rule or regulation.
<PAGE>
FINANCIAL HIGHLIGHTS
The following tables are intended to help you better understand each
Fund's financial performance since its inception. Certain information reflects
financial results for a single Fund share. The total returns represent the rate
you would have earned (or lost) on an investment in the Fund, assuming
reinvestment of all dividends and distributions. This information has been
audited by McCurdy & Associates CPA's, Inc., whose report, along with each
Fund's financial statements, are included in the Funds' annual report, which is
available upon request.
Enhans RT 500 Fund
Financial Highlights for the period December 30, 1999
(Commencement of Operations) to August 31, 2000
Selected Per Share Data
Net asset value, beginning of period $10.00
-------------
Income from investment operations
Net investment income 0.05
Net realized and unrealized loss (1.25)
-------------
Total from investment operations (1.20)
-------------
Less Distributions
From net investment income 0.00
From net realized gain 0.00
-------------
Total Distributions 0.00
-------------
Net asset value, end of period $8.80
=============
Total Return (12.00)% (a)
Ratios and Supplemental Data
Net assets, end of period (000) $5,354
Ratio of expenses to average net assets 2.65% (b)
Ratio of expenses to average net assets
before reimbursement 2.69% (b)
Ratio of net investment income to
average net assets 0.85% (b)
Ratio of net investment income to
average net assets before reimbursement 0.80% (b)
Portfolio turnover rate 2139.19% (b)
(a) For periods of less than a full year, total return is not annualized.
(b) Annualized
<PAGE>
Enhans Master Investor Fund
Financial Highlights for the period December 30, 1999
(Commencement of Operations) to August 31, 2000
Selected Per Share Data
Net asset value, beginning of period $10.00
---------------
Income from investment operations
Net investment income 0.57
Net realized and unrealized loss (2.93)
---------------
Total from investment operations (2.36)
---------------
Less Distributions
From net investment income 0.00
From net realized gain 0.00
---------------
Total Distributions 0.00
---------------
Net asset value, end of period $7.64
===============
Total Return -23.60% (a)
Ratios and Supplemental Data
Net assets, end of period (000) $4,354
Ratio of expenses to average net assets 2.65% (b)
Ratio of expenses to average net assets
before reimbursement 2.71% (b)
Ratio of net investment income to
average net assets 11.03% (b)
Ratio of net investment income to
average net assets before reimbursement 10.98% (b)
Portfolio turnover rate 1356.71% (b)
(a) For periods of less than a full year, total return is not annualized.
(b) Annualized
<PAGE>
FOR MORE INFORMATION
Several additional sources of information are available to you. The
Statement of Additional Information (SAI), incorporated into this prospectus by
reference, contains detailed information on Fund policies and operations. Annual
and semi-annual reports contain management's discussion of market conditions,
investment strategies and performance results as of the Funds' latest
semi-annual or annual fiscal year end.
Call the Funds at (888) 837-1784 to request free copies of the SAI and the
Funds' annual and semi-annual reports, to request other information about the
Funds and to make shareholder inquiries.
You may review and copy information about the Funds (including the SAI and
other reports) at the Securities and Exchange Commission (SEC) Public Reference
Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours and
operation. You may also obtain reports and other information about the Funds on
the EDGAR Database on the SEC's Internet site at http.//www.sec.gov, and copies
of this information may be obtained, after paying a duplicating fee, by
electronic request at the following e-mail address: [email protected], or by
writing the SEC's Public Reference Section, Washington, D.C. 20549-0102.
Investment Company Act #811-09541
<PAGE>
Enhans Funds
Enhans RT 500 Fund
Enhans Master Investor Fund
STATEMENT OF ADDITIONAL INFORMATION
January 18, 2001
This Statement of Additional Information ("SAI") is not a prospectus. It
should be read in conjunction with the Prospectus of Enhans Funds dated January
18, 2001. This SAI incorporates by reference the Funds' Annual Report to
Shareholders for the fiscal year ended August 31, 2000 ("Annual Report"). A free
copy of the Prospectus or Annual Report can be obtained by writing the transfer
agent at 431 North Pennsylvania Street, Indianapolis, Indiana 46204, or by
calling 1-888-837-1784.
TABLE OF CONTENTS PAGE
DESCRIPTION OF THE TRUST AND THE FUNDS..........................................
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
CONSIDERATIONS.................................................................
INVESTMENT LIMITATIONS..........................................................
THE INVESTMENT ADVISER .........................................................
TRUSTEES AND OFFICERS...........................................................
PORTFOLIO TRANSACTIONS AND BROKERAGE............................................
DETERMINATION OF SHARE PRICE....................................................
INVESTMENT PERFORMANCE..........................................................
CUSTODIAN.......................................................................
FUND SERVICES...................................................................
ACCOUNTANTS.....................................................................
DISTRIBUTOR.....................................................................
FINANCIAL STATEMENTS............................................................
10632 11/3/00 10:26 AM
<PAGE>
DESCRIPTION OF THE TRUST AND THE FUNDS
The Enhans RT 500 Fund and the Enhans Master Investor Fund (each a "Fund"
or collectively, the "Funds") were organized as diversified series of AmeriPrime
Advisors Trust (the "Trust") on December 22, 1999. The Trust is an open-end
investment company established under the laws of Ohio by an Agreement and
Declaration of Trust dated August 3, 1999 (the "Trust Agreement"). The Trust
Agreement permits the Trustees to issue an unlimited number of shares of
beneficial interest of separate series without par value. Each Fund is one of a
series of funds currently authorized by the Trustees. The investment adviser to
each Fund is AExpert Advisory, Inc. (the "Adviser"). The Enhans RT 500 Fund and
the Enhans Master Investor Fund commenced operations on December 30, 1999.
The Funds do not issue share certificates. All shares are held in
non-certificate form registered on the books of the Funds and the Funds'
transfer agent for the account of the Shareholder. Each share of a series
represents an equal proportionate interest in the assets and liabilities
belonging to that series with each other share of that series and is entitled to
such dividends and distributions out of income belonging to the series as are
declared by the Trustees. The shares do not have cumulative voting rights or any
preemptive or conversion rights, and the Trustees have the authority from time
to time to divide or combine the shares of any series into a greater or lesser
number of shares of that series so long as the proportionate beneficial interest
in the assets belonging to that series and the rights of shares of any other
series are in no way affected. In case of any liquidation of a series, the
holders of shares of the series being liquidated will be entitled to receive as
a class a distribution out of the assets, net of the liabilities, belonging to
that series. Expenses attributable to any series are borne by that series. Any
general expenses of the Trust not readily identifiable as belonging to a
particular series are allocated by or under the direction of the Trustees in
such manner as the Trustees determine to be fair and equitable. No shareholder
is liable to further calls or to assessment by the Trust without his or her
express consent.
As of December 19, 2000, no shareholder beneficially owned 5%or more of
the Enhans RT 500 Fund.
As of December 19, 2000, the officers and Trustees as a group beneficially
owned less than 1% of the Enhans RT 500 Fund.
As of December 19, 2000, no shareholder beneficially owned 5% or more of
the Enhans Master Investor Fund.
As of December 19, 2000, the officers and Trustees as a group beneficially
owned less than 1% of the Enhans Master Investor Fund.
For information concerning the purchase and redemption of shares of the
Funds, see "How to Buy Shares" and "How to Redeem Shares" in the Funds'
Prospectus. For a description of the methods used to determine the share price
and value of each Fund's assets, see "Determination of Net Asset Value" in the
Funds' Prospectus and this Statement of Additional Information.
<PAGE>
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS
This section contains a discussion of some of the investments the Funds
may make and some of the techniques they may use.
A. Short Sales. Each Fund may sell a security short in anticipation of a
decline in the market value of the security. When a Fund engages in a short
sale, it sells a security which it does not own. To complete the transaction,
the Fund must borrow the security in order to deliver it to the buyer. The Fund
must replace the borrowed security by purchasing it at the market price at the
time of replacement, which may be more or less than the price at which the Fund
sold the security. The Fund will incur a loss as a result of the short sale if
the price of the security increases between the date of the short sale and the
date on which the Fund replaces the borrowed security. The Fund will realize a
profit if the security declines in price between those dates.
Positions in shorted securities are more risky than long positions
(purchases) in securities because the maximum sustainable loss on a security
purchased is limited to the amount paid for the security plus the transaction
costs, whereas there is no maximum attainable price of the shorted security.
Therefore, in theory, securities sold short have unlimited risk and either Fund
could suffer significant losses. In addition, the strategy may result in
increased transaction costs and taxes that reduce the Fund's return.
In connection with its short sales, each Fund will be required to maintain
a segregated account with its custodian of cash or high grade liquid assets
equal to the market value of the securities sold less any collateral deposited
with its broker. The Funds also will incur transaction costs in effecting short
sales. Although not a principal strategy, the Enhans Master Investor Fund may
engage in short selling to a limited extent.
B. Securities Lending. Each Fund may make long and short term loans of its
portfolio securities to parties such as broker - dealers, banks, or
institutional investors. Securities lending allows a Fund to retain ownership of
the securities loaned and, at the same time, to earn additional income. Since
there may be delays in the recovery of loaned securities, or even a loss of
rights in collateral supplied, should the borrower fail financially, loans will
be made only to parties whose creditworthiness has been reviewed and deemed
satisfactory by the Adviser. Furthermore, they will only be made if, in the
judgement of the Adviser, the consideration to be earned from such loans would
justify the risk.
The Adviser understands that it is the current view of the staff of the
Securities and Exchange Commission ("SEC") that a Fund may engage in loan
transactions only under the following conditions: (1) a Fund must receive 100%
collateral in the form of cash, cash equivalents (e.g., U.S. Treasury bills or
notes) or other high grade liquid debt instruments from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of the
collateral; (3) after giving notice, the Fund must be able to terminate the loan
at any time; (4) the Fund must receive reasonable interest on the loan or a flat
fee from the borrower, as well as amounts equivalent to any dividends, interest
or other distributions on the securities loaned and to any increase in market
value; (5) the Fund may pay only reasonable custodian fees in connection with
the loan; and (6) the Board of Trustees must be able to vote proxies on the
securities loaned, either by terminating the loan or by entering into an
alternative arrangement with the borrower.
Cash received through loan transactions may be invested in any security in
which the Fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
INVESTMENT LIMITATIONS
Fundamental. The investment limitations described below have been adopted
by the Trust with respect to each Fund and are fundamental ("Fundamental"),
i.e., they may not be changed without the affirmative vote of a majority of the
outstanding shares of each Fund. As used in the Prospectus and the Statement of
Additional Information, the term "majority" of the outstanding shares of the
Fund means the lesser of (1) 67% or more of the outstanding shares of the Fund
present at a meeting, if the holders of more than 50% of the outstanding shares
of the Fund are present or represented at such meeting; or (2) more than 50% of
the outstanding shares of the Fund. Other investment practices which may be
changed by the Board of Trustees without the approval of shareholders to the
extent permitted by applicable law, regulation or regulatory policy are
considered non-fundamental ("Non-Fundamental").
1. Borrowing Money. The Funds will not borrow money, except (a) from a
bank, provided that immediately after such borrowing there is an asset coverage
of 300% for all borrowings of the Funds; or (b) from a bank or other persons for
temporary purposes only, provided that such temporary borrowings are in an
amount not exceeding 5% of each Fund's total assets at the time when the
borrowing is made. This limitation does not preclude the Funds from entering
into reverse repurchase transactions, provided that the Funds have an asset
coverage of 300% for all borrowings and repurchase commitments of the Funds
pursuant to reverse repurchase transactions.
2. Senior Securities. The Funds will not issue senior securities. This
limitation is not applicable to activities that may be deemed to involve the
issuance or sale of a senior security by the Fund, provided that the Fund's
engagement in such activities is consistent with or permitted by the Investment
Company Act of 1940, as amended, the rules and regulations promulgated
thereunder or interpretations of the Securities and Exchange Commission or its
staff.
3. Underwriting. The Funds will not act as underwriter of securities
issued by other persons. This limitation is not applicable to the extent that,
in connection with the disposition of portfolio securities (including restricted
securities), the Fund may be deemed an underwriter under certain federal
securities laws.
4. Real Estate. The Funds will not purchase or sell real estate. This
limitation is not applicable to investments in marketable securities which are
secured by or represent interests in real estate. This limitation does not
preclude the Funds from investing in mortgage-related securities or investing in
companies engaged in the real estate business or that have a significant portion
of their assets in real estate (including real estate investment trusts).
5. Commodities. The Funds will not purchase or sell commodities unless
acquired as a result of ownership of securities or other investments. This
limitation does not preclude the Funds from purchasing or selling options or
futures contracts, from investing in securities or other instruments backed by
commodities or from investing in companies which are engaged in a commodities
business or have a significant portion of their assets in commodities.
6. Loans. The Funds will not make loans to other persons, except (a) by
loaning portfolio securities, (b) by engaging in repurchase agreements, or (c)
by purchasing nonpublicly offered debt securities. For purposes of this
limitation, the term "loans" shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.
7. Concentration. Neither Fund will invest 25% or more of its total assets
in any investment company that concentrates, although each Fund will itself
concentrate its investments in investment companies. This limitation is not
applicable to investments in obligations issued or guaranteed by the U.S.
government, its agencies and instrumentalities or repurchase agreements with
respect thereto.
With respect to the percentages adopted by the Trust as maximum
limitations on its investment policies and limitations, an excess above the
fixed percentage will not be a violation of the policy or limitation unless the
excess results immediately and directly from the acquisition of any security or
the action taken. This paragraph does not apply to the borrowing policy set
forth in paragraph 1 above.
Notwithstanding any of the foregoing limitations, any investment company,
whether organized as a trust, association or corporation, or a personal holding
company, may be merged or consolidated with or acquired by the Trust, provided
that if such merger, consolidation or acquisition results in an investment in
the securities of any issuer prohibited by said paragraphs, the Trust shall,
within ninety days after the consummation of such merger, consolidation or
acquisition, dispose of all of the securities of such issuer so acquired or such
portion thereof as shall bring the total investment therein within the
limitations imposed by said paragraphs above as of the date of consummation.
Non-Fundamental. The following limitations have been adopted by the Trust
with respect to each Fund and are Non-Fundamental (see "Investment Restrictions"
above).
1. Pledging. The Funds will not mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness, any assets of the Funds except as
may be necessary in connection with borrowings described in limitation (1)
above. Margin deposits, security interests, liens and collateral arrangements
with respect to transactions involving options, futures contracts, short sales
and other permitted investments and techniques are not deemed to be a mortgage,
pledge or hypothecation of assets for purposes of this limitation.
2. Borrowing. No Fund will purchase any security while borrowings
(including reverse repurchase agreements) representing more than one third of
its total assets are outstanding.
3. Margin Purchases. No Fund will purchase securities or evidences of
interest thereon on "margin." This limitation is not applicable to short term
credit obtained by a Fund for the clearance of purchases and sales or redemption
of securities, or to arrangements with respect to transactions involving
options, futures contracts, short sales and other permitted investments and
techniques.
4. Options. The Funds will not purchase or sell puts, calls, options or
straddles, except as described in the Funds' Prospectus or Statement of
Additional Information.
5. Illiquid Investments. The Funds will not invest in securities for which
there are legal or contractual restrictions on resale and other illiquid
securities.
6. Short Sales. The Funds will not effect short sales of securities except
as described in the Funds' Prospectus or Statement of Additional Information.
THE INVESTMENT ADVISER
The Funds' investment adviser isAExpert Advisory Inc., 25 West King
Street, Lancaster, Pennsylvania 17603. AExpert Advisory Inc. is a wholly owned
subsidiary ofAExpert Inc. Kenneth S. Ray and Y W Kim may be deemed to
controlAExpert Inc. due to their respective share of the ownership ofAExpert
Inc.
Under the terms of the management agreement (the "Agreement"), the adviser
manages the Funds' investments subject to approval of the Board of Trustees and
pays all of the expenses of the Funds except brokerage, taxes, borrowing costs
(such as interest and dividend expense of securities sold short), Rule 12b-1
expenses, fees and expenses of non-interested person trustees and extraordinary
expenses. As compensation for its management services and agreement to pay the
Funds' expenses, each Fund is obligated to pay the Adviser a fee computed and
accrued daily and paid monthly at an annual rate of 1.65% of the average daily
net assets of the Fund. The Adviser may waive all or part of its fee, at any
time, and at its sole discretion, but such action shall not obligate the Adviser
to waive any fees in the future.
For the period December 30, 1999 (commencement of operations) through
August 31, 2000, the Enhans RT 500 Fund and the Enhans Master Investor Fund paid
advisory fees of $[ ] and $[ ], respectively.
The Adviser retains the right to use the name "Enhans RT" in connection
with another investment company or business enterprise with which the Adviser is
or may become associated. The Trust's right to use the name "Enhans RT"
automatically ceases ninety days after termination of the Agreement and may be
withdrawn by the Adviser on ninety days written notice.
The Adviser may make payments to banks or other financial institutions that
provide shareholder services and administer shareholder accounts. Banks and
other financial institutions may charge their customers fees for offering these
services to the extent permitted by applicable regulatory authorities, and the
overall return to those shareholders availing themselves of the bank services
will be lower than to those shareholders who do not. The Fund may from time to
time purchase securities issued by banks and other financial institutions which
provide such services; however, in selecting investments for the Fund, no
preference will be shown for such securities.
<PAGE>
TRUSTEES AND OFFICERS
The Board of Trustees supervises the business activities of the Trust. The
names of the Trustees and executive officers of the Trust are shown below. Each
Trustee who is an "interested person" of the Trust, as defined in the Investment
Company Act of 1940, is indicated by an asterisk.
<TABLE>
<S> <C> <C>
==================================== ================ ======================================================================
Name, Age and Address Position Principal Occupations During Past 5 Years
------------------------------------ ---------------- ----------------------------------------------------------------------
*Kenneth D. Trumpfheller President, Managing Director of Unified Fund Services, Inc., the Fund's
1793 Kingswood Drive Secretary and transfer agent, fund accountant and administrator, since October
Suite 200 Trustee 2000. President, Treasurer and Secretary of AmeriPrime Financial
Southlake, Texas 76092 Services, Inc., a fund administrator, (which merged with Unified
Year of Birth: 1958 Fund Services, Inc.) from 1994 through October 2000. President,
Treasurer and Secretary of AmeriPrime Financial
Securities, Inc., the Fund's distributor, from
1994 through November 2000; President and
Trustee of AmeriPrime Advisors Trust and
AmeriPrime Insurance Trust.
------------------------------------ ---------------- ----------------------------------------------------------------------
*Robert A. Chopyak Treasurer and Assistant Vice-President of Financial Administration of Unified Fund
1793 Kingswood Drive Chief Services, Inc., the Fund's transfer agent, fund accountant and
Suite 200 Financial administrator, since August 2000. Manager of AmeriPrime Financial
Southlake, Texas 76092 Officer Services, Inc. from February 2000 to August 2000. Self-employed,
Year of Birth: 1968 performing Y2K testing, January 1999 to January 2000. Vice
President of Fund Accounting, American Data Services, Inc., a mutual
fund services company, October 1992 to December 1998.
------------------------------------ ---------------- ----------------------------------------------------------------------
Mark W. Muller Trustee Account Manager for CMS Hartzell, a manufacturer, from April 2000 to
5016 Cedar River Tr. present. Account Manager for Clarion Technologies, a manufacturer
Fort Worth, Texas 76137 of automotive, heavy truck, and consumer goods, from 1996 to April
Year of Birth: 1964 2000. From 1986 to 1996, an engineer for Sicor, a telecommunication
hardware company.
------------------------------------ ---------------- ----------------------------------------------------------------------
Richard J. Wright, Jr. Trustee Various positions with Texas Instruments, a technology company,
8505 Forest Lane since 1995, including the following: Program Manager for
MS 8672 Semi-Conductor Business Opportunity Management System, 1998 to
Dallas, Texas 75243 present; Development Manager for web-based interface, 1999 to
Year of Birth: 1962 present; Systems Manager for Semi-Conductor Business Opportunity
Management System, 1997 to 1998; Development Manager
for Acquisition Manager, 1996-1997; Operations
Manager for Procurement Systems, 1994-1997.
==================================== ================ ======================================================================
</TABLE>
<PAGE>
The compensation paid to the Trustees of the Trust for the fiscal year
ended August 31, 2000 is set forth in the following table. Trustee fees are
Trust expenses and each series of the Trust pays a portion of the Trustee fees.
==================================== =======================
Aggregate
Name Compensation
From Trust
------------------------------------ -----------------------
Kenneth D. Trumpfheller 0
------------------------------------ -----------------------
Mark W. Muller $[ ]
------------------------------------ -----------------------
Richard J. Wright $[ ]
==================================== =======================
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Board of Trustees of the Trust, the
Adviser is responsible for each Fund's portfolio decisions and the placing of
each Fund's portfolio transactions. In placing portfolio transactions, the
Adviser seeks the best qualitative execution for each Fund, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received. Consistent with
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc., and subject to its obligation of seeking best qualitative execution, the
Adviser may give consideration to sales of shares of the Trust as a factor in
the selection of brokers and dealers to execute portfolio transactions.
The Adviser is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Funds and/or the other
accounts over which the Adviser exercises investment discretion and to pay such
brokers or dealers a commission in excess of the commission another broker or
dealer would charge if the Adviser determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of a particular transaction
or the Adviser's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.
Research services include supplemental research, securities and economic
analyses, statistical services and information with respect to the availability
of securities or purchasers or sellers of securities and analyses of reports
concerning performance of accounts. The research services and other information
furnished by brokers through whom the Funds effect securities transactions may
also be used by the 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 Funds.
Although research services and other information are useful to the Funds and the
Adviser, it is not possible to place a dollar value on the research and other
information received. It is the opinion of the Board of Trustees and the Adviser
that the review and study of the research and other information will not reduce
the overall cost to the Adviser of performing its duties to the Funds under the
Agreement.
Over-the-counter transactions will be placed either directly with
principal market makers or with broker - dealers, if the same or a better price,
including commissions and executions, is available. Fixed income securities are
normally purchased directly from the issuer, an underwriter or a market maker.
Purchases include a concession paid by the issuer to the underwriter and the
purchase price paid to a market maker may include the spread between the bid and
asked prices.
To the extent that the Trust and another of the Adviser's clients seek to
acquire the same security at about the same time, the Trust may not be able to
acquire as large a position in such security as it desires or it may have to pay
a higher price for the security. Similarly, the Trust may not be able to obtain
as large an execution of an order to sell or as high a price for any particular
portfolio security if the other client desires to sell the same portfolio
security at the same time. On the other hand, if the same securities are bought
or sold at the same time by more than one client, the resulting participation in
volume transactions could produce better executions for the Trust. In the event
that more than one client wants to purchase or sell the same security on a given
date, the purchases and sales will normally be made by random client selection.
For the period December 30, 1999 (commencement of operations) through
August 31, 2000, the Enhans RT 500 Fund and the Enhans Master Investor Fund paid
brokerage commissions of $[ ] and $[ ], respectively.
The Trust, the Adviser and the Funds' distributor have each adopted a Code
of Ethics (the "Code") under Rule 17j-1 of the Investment Company Act of 1940.
The personnel subject to the Code are permitted to invest in securities,
including securities that may be purchased or held by the Fund. You may obtain a
copy of the Code from the Securities and Exchange Commission.
DETERMINATION OF SHARE PRICE
The price (net asset value) of the shares of each Fund is determined as of
4:00 p.m., Eastern time on each day the Trust is open for business and on any
other day on which there is sufficient trading in each Fund's securities to
materially affect the net asset value. The Trust is open for business on every
day except Saturdays, Sundays and the following holidays: New Year's Day, Martin
Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas. For a description of the methods
used to determine the net asset value (share price), see "Determination of Net
Asset Value" in the Prospectus.
Securities which are traded on any exchange or on the NASDAQ
over-the-counter market are valued at the last quoted sale price. Lacking a last
sale price, a security is valued at its last bid price except when, in the
Adviser's opinion, the last bid price does not accurately reflect the current
value of the security. All other securities for which over-the-counter market
quotations are readily available are valued at their last bid price. When market
quotations are not readily available, when the Adviser determines the last bid
price does not accurately reflect the current value or when restricted
securities are being valued, such securities are valued as determined in good
faith by the Adviser, in conformity with guidelines adopted by and subject to
review of the Board of Trustees of the Trust.
Fixed income securities generally are valued by using market quotations,
but may be valued on the basis of prices furnished by a pricing service when the
Adviser believes such prices accurately reflect the fair market value of such
securities. A pricing service utilizes electronic data processing techniques
based on yield spreads relating to securities with similar characteristics to
determine prices for normal institutional-size trading units of debt securities
without regard to sale or bid prices. If the Adviser decides that a price
provided by the pricing service does not accurately reflect the fair market
value of the securities, when prices are not readily available from a pricing
service or when restricted or illiquid securities are being valued, securities
are valued at fair value as determined in good faith by the Adviser. Short term
investments in fixed income securities with maturities of less than 60 days when
acquired, or which subsequently are within 60 days of maturity, are valued by
using the amortized cost method of valuation, which the Board has determined
will represent fair value.
INVESTMENT PERFORMANCE
Each Fund may periodically advertise "average annual total return."
"Average annual total return," as defined by the Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
for the period indicated that would equate the initial amount invested to the
ending redeemable value, according to the following formula:
P(1+T)n=ERV
Where: P = a hypothetical $1,000 initial investment
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the
applicable period of the hypothetical $1,000
investment made at the beginning of the
applicable period.
The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates and that a complete redemption
occurs at the end of the applicable period. If each Fund has been in existence
less than one, five or ten years, the time period since the date of the initial
public offering of shares will be substituted for the periods stated.
Each Fund may also advertise performance information (a "non-standardized
quotation") which is calculated differently from average annual total return. A
non-standardized quotation of total return may be a cumulative return which
measures the percentage change in the value of an account between the beginning
and end of a period, assuming no activity in the account other than reinvestment
of dividends and capital gains distributions. A non-standardized quotation may
also be an average annual compounded rate of return over a specified period,
which may be a period different from those specified for average annual total
return. In addition, a non-standardized quotation may be an indication of the
value of a $10,000 investment (made on the date of the initial public offering
of the Fund's shares) as of the end of a specified period. These
non-standardized quotations do not include the effect of the applicable sales
load which, if included, would reduce the quoted performance. A non-standardized
quotation of total return will always be accompanied by the Fund's average
annual total return as described above.
Each Fund's investment performance will vary depending upon market
conditions, the composition of that Fund's portfolio and operating expenses of
that Fund. These factors and possible differences in the methods and time
periods used in calculating non-standardized investment performance should be
considered when comparing each Fund's performance to those of other investment
companies or investment vehicles. The risks associated with each Fund's
investment objective, policies and techniques should also be considered. At any
time in the future, investment performance may be higher or lower than past
performance, and there can be no assurance that any performance will continue.
For the period December 30, 1999 (commencement of operations) through
August 31, 2000, the Enhans RT 500 Fund's and the Enhans Master Investor Fund's
average annual total returns were [ ]% and [ ]%, respectively.
From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of any of the
Funds may be compared to indices of broad groups of unmanaged securities
considered to be representative of or similar to the portfolio holdings of the
Funds or considered to be representative of the stock market in general. These
may include the Standard & Poor's 500 Stock Index, the NASDAQ Composite Index or
the Dow Jones Industrial Average.
In addition, the performance of any of the Funds may be compared to other
groups of mutual funds tracked by any widely used independent research firm
which ranks mutual funds by overall performance, investment objectives and
assets, such as Lipper Analytical Services, Inc. or Morningstar, Inc. The
objectives, policies, limitations and expenses of other mutual funds in a group
may not be the same as those of any of the Funds. Performance rankings and
ratings reported periodically in national financial publications such as
Barron's and Fortune also may be used.
CUSTODIAN
Firstar Bank, N.A., 425 Walnut Street M.L 6118, Cincinnati, Ohio 45202, is
custodian of the Funds' investments. The custodian acts as the Funds'
depository, safekeeps its portfolio securities, collects all income and other
payments with respect thereto, disburses funds at the Funds' request and
maintains records in connection with its duties.
FUND SERVICES
Unified Fund Services, Inc. ("Unified"), 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, acts as the Funds' transfer agent and, in such
capacity, maintains the records of each shareholder's account, answers
shareholders' inquiries concerning their accounts, processes purchases and
redemptions of the Funds' shares, acts as dividend and distribution disbursing
agent and performs other transfer agent and shareholder service functions.
Unified receives a monthly fee from the Adviser of $1.20 per shareholder
(subject to a minimum monthly fee of $900 per Fund) for these transfer agency
services.
In addition, Unified provides the Funds with fund accounting services,
which includes certain monthly reports, record-keeping and other
management-related services. For its services as fund accountant, Unified
receives an annual fee from the Adviser equal to 0.0275% of each Fund's assets
up to $100 million, 0.0250% of each Fund's assets from $100 million to $300
million, and 0.0200% of each Fund's assets over $300 million (subject to various
monthly minimum fees, the maximum being $2,100 per month for assets of $20 to
$100 million). For the period December 30, 1999 (commencement of operations)
through August 31, 2000, Unified received $[ ] and $[ ] from the Adviser on
behalf of the Enhans RT 500 Fund and the Enhans Master Investor Fund for these
accounting services, respectively.
Unified also provides the Funds with administrative services, including
all regulatory reporting and necessary office equipment, personnel and
facilities. Unified receives a monthly fee from the Adviser equal to an annual
rate of 0.10% of each Fund's assets under $50 million, 0.075% of each Fund's
assets from $50 million to $100 million, and 0.050% of each Fund's assets over
$100 million (subject to a minimum fee of $2,500 per month). For the period
December 30, 1999 (commencement of operations) through August 31, 2000, Unified
received $[ ] and $[ ] from the Adviser on behalf of the Enhans RT 500 Fund and
the Enhans Master Investor Fund for these administrative services, respectively.
ACCOUNTANTS
The firm of McCurdy & Associates CPA's, Inc., 27955 Clemens Road,
Westlake, Ohio 44145, has been selected as independent public accountants for
the Funds for the fiscal year ending August 31, 2001. McCurdy & Associates
performs an annual audit of each Fund's financial statements and provides
financial, tax and accounting consulting services as requested.
DISTRIBUTOR
Unified Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092 (the "Distributor"), is the exclusive agent for
distribution of shares of the Funds. Kenneth D. Trumpfheller, a Trustee and
officer of the Trust, may be deemed to be an affiliate of the Distributor. The
Distributor is obligated to sell the shares of the Funds on a best efforts basis
only against purchase orders for the shares. Shares of the Funds are offered to
the public on a continuous basis. The Distributor and Unified are controlled by
Unified Financial Services, Inc.
FINANCIAL STATEMENTS
The financial statements and independent auditors' report required to be
included in the Statement of Additional Information are hereby incorporated by
reference to the Funds' Annual Report to the shareholders for the period ended
August 31, 2000. The Trust will provide the Annual Report without charge by
calling the Fund at (888) 837-1784.
<PAGE>
PART C. OTHER INFORMATION
-----------------
Item 23. Exhibits
(a) Articles of Incorporation.
(i) Registrant's Agreement and Declaration of Trust, which was filed as an
Exhibit to Registrant's Registration Statement, is hereby incorporated by
reference.
(ii) Copy of Amendment No. 1 to Registrant's Declaration of Trust, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 4, is hereby
incorporated by reference.
(iii) Copy of Amendment No. 2 to Registrant's Declaration of Trust which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 4, is hereby
incorporated by reference.
(iv) Copies of Amendments No. 3-5 to Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 12, is
hereby incorporated by reference.
(b) By-laws. Registrant's By-laws, which were filed as an Exhibit to
Registrant's Registration Statement, are hereby incorporated by reference.
(c) Instruments Defining Rights of Security Holders. None (other than in the
Declaration of Trust and By-laws of the Registrant).
(d) Investment Advisory Contracts.
(i) Registrant's Management Agreement with Stoneridge Investment Partners, LLC
for the Stoneridge Equity Fund, which was filed as an Exhibit to Registrant's
Pre-Effective Amendment No. 1, is hereby incorporated by reference.
(ii) Registrant's Management Agreement with Stoneridge Investment Partners, LLC
for the Stoneridge Small Cap Equity Fund, which was filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, is hereby incorporated by reference.
(iii) Registrant's Management Agreement with Stoneridge Investment Partners, LLC
for the Stoneridge Bond Fund, which was filed as an Exhibit to Registrant's
Pre-Effective Amendment No. 1, is hereby incorporated by reference.
(iv) Registrant's Management Agreement with Nashville Capital Corporation for
the Monteagle Opportunity Growth Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 3, is hereby incorporated by
reference.
(v) Registrant's Management Agreement with Nashville Capital Corporation for the
Monteagle Value Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 3, is hereby incorporated by reference.
(vi) Registrant's Management Agreement with Nashville Capital Corporation for
the Monteagle Large Cap Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 3, is hereby incorporated by reference.
(vii) Registrant's Management Agreement with Nashville Capital Corporation for
the Monteagle Fixed Income Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 3, is hereby incorporated by reference.
(viii) Advisory Agreement for the Monteagle Opportunity Growth Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 3, is hereby
incorporated by reference.
(ix) Advisory Agreement for the Monteagle Value Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 3, is hereby incorporated
by reference.
(x) Advisory Agreement for the Monteagle Large Cap Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 3, is hereby incorporated
by reference.
(xi) Advisory Agreement for the Monteagle Fixed Income Fund, which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 3, is hereby
incorporated by reference.
(xii) Registrant's Management Agreement withAExpert Advisory, Inc. for the
Enhans Master Investor Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 9, is hereby incorporated by reference.
(xiii) Registrant's Management Agreement withAExpert Advisory, Inc. for the
Enhans RT 500 Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 9, is hereby incorporated by reference.
(xiv) Registrant's Management Agreement with Cloud, Neff & Associates, Inc. for
the Cloud, Neff Capital Appreciation Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 12, is hereby incorporated by
reference.
(xv) Registrant's Management Agreement with Paragon Capital Management, Inc. for
the Paragon Strategic Ascent Fund (formerly the Paragon Dynamic Hedge Fund),
which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 12,
is hereby incorporated by reference.
(xvi) Registrant's Management Agreement with Paragon Capital Management, Inc.
for the Paragon Dynamic Fortress Fund (formerly the Paragon Uncorrelated Return
Fund), which was filed as an Exhibit to Registrant's Post-Effective Amendment
No. 12, is hereby incorporated by reference.
(xvii) Registrant's Management Agreement with Riccardi Group LLC for the Master
High Yield Income Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 12, is hereby incorporated by reference.
(xviii) Registrant's Management Agreement with iExchange Investment Advisory
Services LLC for the iExchange Diversified Growth Fund is filed herewith.
(xix) Registrant's Management Agreement with iExchange Investment Advisory
Services LLC for the iExchange Small Cap Growth Fund is filed herewith.
(xx) Registrant's Management Agreement with iExchange Investment Advisory
Services LLC for the iExchange New Economy Fund is filed herewith.
(xxi) Registrant's Management Agreement with Capital Cities Asset Management,
Inc. for the Chameleon 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, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 6, is hereby incorporated by
reference.
(iii) Amended Exhibit A to Underwriting Agreement, which was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 12, is hereby incorporated by
reference.
(f) Bonus or Profit Sharing Contracts. None.
(g) Custodian Agreements.
(i) Registrant's Custodian Agreement with Firstar Bank, N.A., which was filed as
an Exhibit to Registrant's Pre-Effective Amendment No. 1, is hereby incorporated
by reference.
(ii) Amended Appendix B to Custodian Agreement, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 12, is hereby incorporated by
reference.
(h) Other Material Contracts. None.
(i) Legal Opinion.
(i) Opinion of Brown, Cummins & Brown Co., L.P.A. , which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 13, is hereby
incorporated by reference.
(ii) Consent of Brown, Cummins & Brown Co., L.P.A. is filed herewith.
(j) Other Opinions.
(i) Consent of McCurdy & Associates CPA's, Inc. is filed herewith.
(k) Omitted Financial Statements. None.
(l) Initial Capital Agreements. Letter of Initial Stockholder, which was filed
as an Exhibit to Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference.
(m) Rule 12b-1 Plan.
(i) Form of Registrant's Rule 12b-1 Service Agreement for the Enhans RT Funds,
which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 5, is
hereby incorporated by reference.
(ii) Form of Registrant's Rule 12b-1 Distribution Plan for the Enhans RT Funds,
which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 5, is
hereby incorporated by reference.
(iii) Form of Rule 12b-1 Distribution Plan for the iExchange Funds (formerly the
MutualMinds.com Funds), which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 12, is hereby incorporated by reference.
(iv) Registrant's Rule 12b-1 Distribution Plan for the Chameleon Fund will be
supplied.
(n) Rule 18f-3 Plan. None.
(o) Reserved.
(p) Codes of Ethics. Copy of Registrant's Code of Ethics, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 12, is hereby incorporated
by reference.
(q) Powers of Attorney.
(i) Power of Attorney for Registrant and Certificate with respect thereto, which
were filed as an Exhibit to Registrant's Pre-Effective Amendment No. 1, are
hereby incorporated by reference.
(ii) Powers of Attorney for the Trustees, which were filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, are hereby incorporated by
reference.
(iii) Power of Attorney for the President, Secretary and Trustee, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 6, is hereby
incorporated by reference.
(iv) Power of Attorney for the Treasurer, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 12, is hereby incorporated by
reference.
Item 24. Persons Controlled by or Under Common Control with the Funds
-------- ------------------------------------------------------------
As of January 9, 2000, Security Trust Company Custodian FBO Sheet Metal Workers
Annuity Fund of Local Union #19 - Core Fund, owned 72.71% of the StoneRidge
Equity Fund and 99.57% of the StoneRidge Bond Fund. As a result, the StoneRidge
Equity Fund and the StoneRidge Bond Fund may be deemed to be under common
control.
As of December 19, 2000, First Farmers and Merchant National Bank, Trustee,
owned 100% of the Monteagle Large Cap Fund, the Monteagle Value Fund, and the
Monteagle Fixed Income Fund and 99.96% of the Monteagle Opportunity Growth Fund.
As a result, the Monteagle Funds may be deemed to be under common control.
Item 25. Indemnification
(a) Article VI of the Registrant's Declaration of Trust provides for
indemnification of officers and Trustees as follows:
Section 6.4 Indemnification of Trustees, Officers, etc. Subject to and except as
otherwise provided in the Securities Act of 1933, as amended, and the 1940 Act,
the Trust shall indemnify each of its Trustees and officers (including persons
who serve at the Trust's request as directors, officers or trustees of another
organization in which the Trust has any interest as a shareholder, creditor or
otherwise (hereinafter referred to as a "Covered Person") against all
liabilities, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and expenses, including
reasonable accountants' and counsel fees, incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or having been
such a Trustee or officer, director or trustee, and except that no Covered
Person shall be indemnified against any liability to the Trust or its
Shareholders to which such Covered Person would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office.
Section 6.5 Advances of Expenses. The Trust shall advance attorneys' fees or
other expenses incurred by a Covered Person in defending a proceeding to the
full extent permitted by the Securities Act of 1933, as amended, the 1940 Act,
and Ohio Revised Code Chapter 1707, as amended. In the event any of these laws
conflict with Ohio Revised Code Section 1701.13(E), as amended, these laws, and
not Ohio Revised Code Section 1701.13(E), shall govern.
Section 6.6 Indemnification Not Exclusive, etc. The right of indemnification
provided by this Article VI shall not be exclusive of or affect any other rights
to which any such Covered Person may be entitled. As used in this Article VI,
"Covered Person" shall include such person's heirs, executors and
administrators. Nothing contained in this article shall affect any rights to
indemnification to which personnel of the Trust, other than Trustees and
officers, and other persons may be entitled by contract or otherwise under law,
nor the power of the Trust to purchase and maintain liability insurance on
behalf of any such person.
The Registrant may not pay for insurance which protects the Trustees and
officers against liabilities rising from action involving willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of their offices.
(b) The Registrant may maintain a standard mutual fund and investment advisory
professional and directors and officers liability policy. The policy, if
maintained, would provide coverage to the Registrant, its Trustees and officers,
and could cover its Advisors, among others. Coverage under the policy would
include losses by reason of any act, error, omission, misstatement, misleading
statement, neglect or breach of duty.
(c) Pursuant to the Underwriting Agreement, the Trust shall indemnify
Underwriter and each of Underwriter's Employees (hereinafter referred to as a
"Covered Person") against all liabilities, including but not limited to amounts
paid in satisfaction of judgments, in compromise or as fines and penalties, and
expenses, including reasonable accountants' and counsel fees, incurred by any
Covered Person in connection with the defense or disposition of any action, suit
or other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Person may be or may
have been involved as a party or otherwise or with which such person may be or
may have been threatened, while serving as the underwriter for the Trust or as
one of Underwriter's Employees, or thereafter, by reason of being or having been
the underwriter for the Trust or one of Underwriter's Employees, including but
not limited to liabilities arising due to any misrepresentation or misstatement
in the Trust's prospectus, other regulatory filings, and amendments thereto, or
in other documents originating from the Trust. In no case shall a Covered Person
be indemnified against any liability to which such Covered Person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties of such Covered Person.
(d) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the provisions of Ohio law and the Agreement and
Declaration of the Registrant or the By-Laws of the Registrant, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Trust in the successful defense of any action, suit or proceeding)
is asserted by such trustee, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
Item 26. Business and Other Connections of Investment Adviser
(a) Stoneridge Investment Partners, LLC ("Stoneridge"), 7 Great Valley Parkway,
Suite 290, Malvern, PA 19355, adviser to the Stoneridge Equity Fund, Stoneridge
Small Cap Equity Fund and Stoneridge Bond Fund, is a registered investment
adviser.
(i) Stoneridge has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each officer and member of Stoneridge is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-56755).
(b) Nashville Capital Corporation ("NCC"), 209 10th Avenue South, Suite 332,
Nashville, TN 37203, investment manager to the Monteagle Opportunity Growth
Fund, Monteagle Value Fund, Monteagle Large Cap Fund and Monteagle Fixed Income
Fund, is a registered investment adviser.
(i) NCC has engaged in investment banking and general management consulting in
the health care industry since 1992 and has engaged in market investment
advising to institutional investors since 1993. (ii) Information with respect to
each officer and member of NCC is incorporated by reference to Schedule D of
Form ADV filed by it under the Investment Advisors Act (File No. 801-32593).
(c) Robinson Investment Group, Inc. ("Robinson"), 5301 Virginia Way, Suite 150,
Brentwood, Tennessee 37027, adviser to the Monteagle Value Fund is a registered
investment adviser.
(i) Robinson has engaged in no other business during the past two fiscal years
(ii) Information with respect to each officer and director of Robinson is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisors Act (File No. 801-51450)
(d) Howe and Rusling, Inc. ("Howe and Rusling"), 120 East Avenue, Rochester, New
York 14604, adviser to Monteagle Large Cap Fund and Monteagle Fixed Income Fund
is a registered investment adviser.
(i) Howe and Rusling has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each officer and director of Howe and Rusling
is incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisors Act (File No. 801-294).
(e) T.H. Fitzgerald, Jr. ("Fitzgerald"), 180 Church Street, Naugatuck,
Connecticut 06770, adviser for the Monteagle Opportunity Growth Fund, is a
registered investment adviser.
(i) Fitzgerald has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each principal of Fitzgerald is incorporated by
reference to Schedule D of Form ADV filed by it under the Investment Advisors
Act (File No. 801-12196)
(f) AExpert Advisory, Inc. ("AExpert"), 25 West King Street, Lancaster,
Pennsylvania 17603, adviser to Enhans Master Investor Fund and Enhans RT 500
Fund, is a registered investment adviser.
(i) AExpert has engaged in no other business during the past two fiscal years.
(ii) Information with respect to each officer and director ofAExpert is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-43349).
(g) Cloud, Neff & Associates, Inc. ("Cloud, Neff"), 606 Park Tower, 5314 South
Yale, Tulsa, Oklahoma 74135, adviser to the Cloud, Neff Capital Appreciation
Fund, is a registered investment adviser.
(i) Cloud, Neff has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each officer and director of Cloud, Neff is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-43639).
(h) Paragon Capital Management, Inc. ("Paragon"), 3651 N. 100 E., Suite 275,
Provo, Utah 84604, adviser to the Paragon Dynamic Hedge Fund and the Paragon
Uncorrelated Return Fund, is a registered investment adviser.
(i) Paragon has engaged in no other business during the past two fiscal years.
(ii) Information with respect to each officer and director of Paragon is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-45326).
(i) Riccardi Group LLC ("Riccardi"), 340 Sunset Dr., Ft. Lauderdale, Florida
33301, adviser to the Master High Yield Income Fund, is a registered investment
adviser.
(i) Riccardi has engaged in no other business during the past two fiscal years.
(ii) Information with respect to each officer and member of Paragon is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-56024).
(j) iExchange Investment Advisory Services LLC ("Interactive"), 14180 Dallas
Parkway, Suite 200, Dallas, Texas 75057, adviser to the iExchange Investors
Diversified Growth Fund, iExchange Small Cap Growth Fund and iExchange New
Economy Fund, is a registered investment adviser.
(i) Interactive has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each officer and director of Interactive is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (801-59750).
(k) Capital Cities Asset Management, Inc. ("Capital Cities"), 11651 Jollyville
Road, Suite 200, Austin, TX 78759, adviser to the Chameleon Fund, is a
registered investment adviser.
(i) Capital Cities has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each officer and director of Capital Cities is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (801-45494).
Item 27. Principal Underwriters
(a) Unified Financial Securities, Inc. is the Registrant's principal underwriter
(the "Underwriter"). Kenneth D. Trumpfheller may be deemed to be an affiliate of
the Underwriter because he is a registered principal of the Underwriter and
because of his stock ownership of the corporate parent of the Underwriter. Mr.
Trumpfheller is the President and a Trustee of the Registrant. Unified Financial
Securities, Inc. is also the underwriter for the AmeriPrime Funds, AmeriPrime
Insurance Trust, Avalon Funds, Inc., Industry Leaders Fund, the Julius Baer
Investment Funds, the Kenwood Funds, Labrador Mutual Fund, Lindbergh Funds,
Milestone Funds, Regional Opportunity Fund, the Rockland Funds Trust, Securities
Management & Timing Funds, Sparrow Funds, the TANAKA Funds, Inc., Threshold
Advisor Funds, Inc. and The Unified Funds.
(b) Information with respect to each director and officer of Unified 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. 8-23508).
(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 certifies that it meets all of
the requirements for effectiveness of this Registration Statement under Rule
485(b) under the Securities Act and 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 January, 2001.
AmeriPrime Advisors Trust
By:
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:
Kenneth D. Trumpfheller,* Donald S. Mendelsohn
President and Trustee Attorney-in-Fact
Richard Wright,* January 18, 2001
Trustee
Mark Muller,*
Trustee
Robert A. Chopyak*
Treasurer and Chief Financial Officer
<PAGE>
<TABLE>
<S> <C>
EXHIBIT INDEX
1. Management Agreement for the iExchange Diversified Growth Fund..................EX-99.23.d.xviii
2. Management Agreement for the iExchange Small Cap Growth Fund......................EX-99.23.d.xix
3. Management Agreement for the iExchange New Economy Fund............................EX-99.23.d.xx
4. Management Agreement for the Chameleon Fund.......................................EX-99.23.d.xxi
5. Consent of Counsel.................................................................EX-99.23.i.ii
6. Consent of Accountant.................................................................EX-99.23.j
</TABLE>
