As filed with the Securities and Exchange Commission on January 5, 1998
Registration No. 2-96538
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
and/or
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No.
Post-Effective Amendment No. 28 X
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No: 30
AMERICAN PENSION INVESTORS TRUST
(Exact Name of Registrant as Specified in Charter)
2303 Yorktown Avenue, Lynchburg, Virginia 24501
(Address of Principal Executive Offices)
Registrant's Telephone Number: (804) 846-1361
DAVID D. BASTEN, President
American Pension Investors Trust
2303 Yorktown Avenue
Lynchburg, Virginia 24501
(Name and Address of Agent for Service)
Copies To:
Arthur J. Brown, Esq.
R. Darrell Mounts, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
Telephone: (202) 778-9000
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(i)
on (date) pursuant to paragraph (a)(i)
75 days after filing pursuant to paragraph (a)(ii)
on (date) pursuant to paragraph (a)(ii) of Rule
485.
If appropriate, check the following box:
___ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
American Pension Investors Trust
Contents of Registration Statement
This registration statement consists of the following papers and documents.
Cover Sheet
Contents of Registration Statement
Cross Reference Sheets
American Pension Investors Trust: Multiple Index Trust and Treasuries Trust
Part A - Supplement to Prospectus
Prospectus for the Multiple Index Trust and Treasuries Trust dated June 1,
1997 (previously filed with the Securities and Exchange Commission through
EDGAR on June 19, 1997, Accession No. 0000916641-97-000598).
Part B - Supplement to Statement of Additional Information
Statement of Additional Information for the Multiple Index Trust and
Treasuries Trust dated June 1, 1997 (previously filed with the Securities
and Exchange Commission through EDGAR on June 19, 1997, Accession No.
0000916641-97-000598).
Part C - Other Information
Signature Page
Exhibits
This Post-Effective Amendment does not make changes to the currently effective
Prospectuses and Statements of Additional Information of the other series of
American Pension Investors Trust.
<PAGE>
AMERICAN PENSION INVESTORS TRUST:
MULTIPLE INDEX TRUST
TREASURIES TRUST
FORM N-1A
CROSS REFERENCE SHEET
PART A ITEM NO.
AND CAPTION PROSPECTUS CAPTION
----------- ------------------
1. Cover Page............................ Cover Page
2. Synopsis............................... Not Applicable
3. Condensed Financial Information........ Table of Fund Expenses;
Performance Information;
Financial Highlights (See
Supplement to Prospectus)
4. General Description of Registrant...... Multiple Index Trust; Treasuries
Trust; Other Information
5. Management of the Fund................. Management of the Funds;
Custodian, Transfer and Dividend
Disbursing Agent
5A. Management's Discussion of Fund
Performance............................ Not Applicable
6. Capital Stock and Other Securities..... Fund Shares; Dividends, Other
Distributions and Taxes;
General Information
7. Purchase of Securities Being Offered... Purchase of Fund Shares
8. Redemption or Repurchase............... Redemption of Fund Shares
9. Pending Legal Proceedings.............. Not Applicable
<PAGE>
PART B ITEM NO. STATEMENT OF ADDITIONAL
AND CAPTION INFORMATION CAPTION
----------- -------------------
10. Cover Page............................. Cover Page
11. Table of Contents...................... Table of Contents
12. General Information and................ Not Applicable
History
13. Investment Objectives and Policies..... Investment Restrictions and
Policies; Portfolio
Transactions; Appendix
14. Management of Registrant............... Management of the Trust
15. Control Persons and Principal Holders of
Securities............................ Management of the Trust
16. Investment Advisory and Other Services. Management of the Trust;
Distribution of Fund Shares;
Custodian, Transfer and
Dividend Disbursing Agent;
Independent Accountants
17. Brokerage Allocations and Other practices Portfolio Transactions
18. Capital Stock and Other Securities..... Fund Shares
(in Prospectus)
19. Purchase, Redemption and Pricing
Securities Being Offered............... Pricing and Additional Exchange
and Redemption Information
20. Tax Status............................. Taxation
21. Underwriters........................... Distribution of Fund Shares
22. Calculation of Performance Data........ Performance Information
23. Financial Statements................... Financial Statements (See
Supplement to Statement of
Additional Information)
<PAGE>
PART C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of this Registration Statement.
<PAGE>
AMERICAN PENSION INVESTORS TRUST
MULTIPLE INDEX TRUST AND TREASURIES TRUST
Supplement to Prospectus Dated June 1, 1997
FINANCIAL HIGHLIGHTS
The table below provides financial highlights for one share of each Fund
for the period shown. This information is supplemented by the financial
statements and accompanying notes appearing in a supplement to the Statement of
Additional Information.
FOR THE PERIOD ENDED
NOVEMBER 30, 1997(3)
(UNAUDITED)
----------------------------
Multiple Index Treasuries
Trust Trust
For a share outstanding throughout the period:
Net asset value, beginning of period $10.00 $10.00
------ ------
Income from investment operations:
Net investment income 0.01 0.14
Net realized and unrealized gain on 0.01 0.24
---- ----
investments
Total income from investment 0.02 0.38
---- ----
operations
Distributions:
From net investment income (0.06)
Total distributions (0.06)
Net asset value, end of $10.02 $10.32
====== ======
period
Total return* 0.20% 3.81%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $1,795 $9,385
Ratio of expenses to average net assets(2) 0.86%(1) 0.99%(1)
Ratio of net investment income to
average net assets 0.16%(1) 4.63%(1)
Portfolio turnover rate -- --
- -----------------------
(1) Annualized
(2) Without fees waived/reimbursed by the investment advisor, the ratio of
expenses to average net assets would have been 5.61% for the Multiple Index
Trust and 9.42% for the Treasuries Trust.
(3) Commencement of operations is July 2, 1997
* Total returns do not include the one time sales charge and for periods of
less than one year are not annualized.
January 5, 1998
<PAGE>
AMERICAN PENSION INVESTORS TRUST
MULTIPLE INDEX TRUST AND TREASURIES TRUST
Supplement to Statement of Additional Information Dated June 1, 1997
The attached unaudited financial statements for the period July 2, 1997
(commencement of operations) to November 30, 1997 are to be inserted following
the section entitled "Other Information."
January 5, 1998
<PAGE>
AMERICAN PENSION INVESTORS TRUST
MULTIPLE INDEX TRUST
SCHEDULE OF INVESTMENTS
NOVEMBER 30, 1997
(UNAUDITED)
Shares Value
------ -----
MUTUAL FUNDS--100.00%
EMERGING MARKETS FUNDS--1.16%
Vanguard International Equity Index Fund, Inc.
Emerging Markets Portfolio 2055 $ 20720
---------
EUROPEAN REGION FUNDS - 3.35%
BT EAFE Equity Index Fund 5840 59861
---------
GROWTH FUNDS - 5.93%
Vanguard Index Trust Total Stock Market Portfolio 4681 105997
---------
GROWTH AND INCOME FUNDS - 3.34%
ASM Index 30 Fund 3296 59736
---------
MID-CAP FUNDS - 21.20%
Federated Index Trust Mid-Cap Fund 20110 349727
Vanguard Index Trust Extended Market Portfolio 903 28906
---------
378633
---------
PACIFIC REGION FUNDS - 0.58%
Vanguard International Equity Index Fund, Inc. 1271 10389
Pacific Portfolio ---------
<PAGE>
S&P 500 INDEX OBJECTIVE FUNDS - 44.92%
Federated Index Trust Max-Cap Fund 20154 415177
SSGA S&P 500 Index Fund 8032 155832
T. Rowe Price Index Trust, Inc. Equity Index Fund 3777 98942
Vanguard Index Trust 500 Portfolio 1478 132483
---------
802434
---------
SMALL COMPANY GROWTH FUNDS - 19.52%
Federated Index Trust Mini-Cap Fund 21067 348674
---------
TOTAL INVESTMENTS (cost $1,812,280) $ 1786444
=========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
AMERICAN PENSION INVESTORS TRUST
MULTIPLE INDEX TRUST
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1997
(UNAUDITED)
ASSETS:
Investments at value (identified cost of $1,812,280) $ 1786444
Cash 3328
Other assets 16445
----------
Total assets 1806217
----------
LIABILITIES:
Other liabilities 11362
----------
Total liabilities 11362
----------
NET ASSETS $ 1794855
==========
SHARES OF BENEFICIAL INTEREST OUTSTANDING
(unlimited number of no par value shares
authorized)
$ 179068
==========
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
OUTSTANDING $ 10.02
==========
MAXIMUM OFFERING PRICE PER SHARE $ 10.17
==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
INVESTMENT INCOME:
Dividends $ 4367
Interest 811
----------
Total income 5178
----------
EXPENSES:
Investment advisory fees 2924
Transfer agent fees 8273
Custodial fees 1241
Professional fees 4551
Registration fees 4965
Trustee fees 414
Insurance 1241
Shareholder reports 1241
Organizational expenses 3040
Miscellaneous 414
----------
28304
Less expenses waived/reimbursed by investment
advisor -23937
----------
Total expenses 4367
----------
Net investment income 811
----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Capital gain distributions from mutual funds 3463
Decrease in unrealized appreciation on investments -25836
----------
Net realized and unrealized loss on investments -22373
----------
NET DECREASE IN NET ASSETS RESULTING FROM
OPERATIONS $ -21562
==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
AMERICAN PENSION INVESTORS TRUST
MULTIPLE INDEX TRUST
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM JULY 2, 1997 (COMMENCEMENT OF
OPERATIONS) TO NOVEMBER 30, 1997
(UNAUDITED)
OPERATIONS:
Net investment income $ 811
Capital gain distributions from mutual funds 3463
Net change in unrealized appreciation on
investments -25836
---------
Decrease in net assets resulting from operations -21562
---------
CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of 185,076 shares 1877438
Cost of 6,008 shares redeemed -61021
---------
Increase in net assets resulting from
capital share transactions 1816417
---------
Total increase in net assets 1794855
NET ASSETS:
Beginning of period -
---------
End of period (including undistributed net $ 1794855
investment income of $811)
=========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
AMERICAN PENSION INVESTORS TRUST
MULTIPLE INDEX TRUST
FINANCIAL HIGHLIGHTS
FOR THE PERIOD ENDED NOVEMBER 30, 1997(3)
(UNAUDITED)
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD:
Net asset value, beginning of period $ 10.00
--------
Income from investment operations:
Net investment income 0.01
Net realized and unrealized gain on 0.01
investments
--------
Total income from investment operations 0.02
--------
NET ASSET VALUE, END OF PERIOD $ 10.02
========
Total return* 0.20%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $ 1795
Ratio of expenses to average net assets(2) 0.86%(1)
Ratio of net investment income to average
net assets 0.16%(1)
Portfolio turnover rate -
- --------------
(1) Annualized
(2) Without fees waived/reimbursed by the investment advisor, the ratio of
expenses to average net assets would have been 5.61%.
(3) Commencement of operations is July 2, 1997.
* Total returns do not include the one time sales charge and for periods of
less than one year are not annualized.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
AMERICAN PENSION INVESTORS TRUST
MULTIPLE INDEX TRUST
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION:
American Pension Investors Trust (the "Trust") is organized as a
Massachusetts business trust and is registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as a diversified, open-end
management investment company. It is composed of seven separate portfolios.
The accompanying financial statements include only the Multiple Index Trust
(the "Fund").
The Fund's investment objective is to maximize total return from capital
growth and income. The Fund seeks to achieve its ojbective by investing at
least 65% of its total assets in shares of other open-end investment
companies whose portfolios mirror those of one index or another of market
securities.
2. SIGNIFICANT ACCOUNTING POLICIES:
a. PORTFOLIO VALUATION
The investments of the Fund consist primarily of mutual funds that are
valued daily at their respective net asset values in accordance with
the 1940 Act.
b. SECURITY TRANSACTIONS AND INVESTMENT INCOME
Security transactions are accounted for on the trade date. Realized
gains and losses from security transactions are reported on an
identified-cost basis for both financial statement and federal income
tax purposes. Dividend income and distributions to shareholders are
recorded on the ex-dividend date. Interest income and expenses are
recorded on an accrual basis.
c. FEDERAL INCOME TAXES
The Trust's policy is for the Fund to comply with the requirements of
the Internal Revenue Code that are applicable to regulated investment
companies and to distribute all of its investment company taxable
income to its shareholders. Therefore, no federal income tax provision
is required.
As of November 30, 1997, the aggregate cost of investments for federal
income tax purposes, the net unrealized depreciation on a federal
income tax basis, and the gross unrealized appreciation and
depreciation with respect to each security where there is an excess of
value over tax cost or tax cost over value were $1,812,280, $25,836,
$15,358 and $41,194, respectively.
d. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
<PAGE>
AMERICAN PENSION INVESTORS TRUST
MULTIPLE INDEX TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENT ADVISORY AGREEMENT:
Yorktown Management & Research Company, Inc. (the "Advisor"), whose
principal stockholder is also a trustee of the Trust, serves as the Fund's
investment advisor and manager. For its services, the Advisor receives a
fee, calculated daily and payable monthly, at an annual rate of .7% of the
average daily net assets of the Fund. For the period ended November 30,
1997, the Advisor waived all of its advisory fees in the amount of $2,924.
In addition, the Advisor reimbursed $21,013 of the Fund's operating
expenses.
4. INVESTMENT ACTIVITY:
For the period ended November 30, 1997, there were no purchases or sales
of U.S. government obligations. Purchases and sales of securities other
than short-term obligations and U.S. government obligations amounted to
$1,812,280 and $0, respectively.
5. COMPOSITION OF NET ASSETS:
At November 30, 1997, net assets consisted of:
Paid-in capital $ 1816417
Accumulated net investment income 811
Accumulated net realized gain from security 3463
transactions
Unrealized depreciation on investments -25836
----------
NET ASSETS APPLICABLE TO OUTSTANDING SHARES
OF BENEFICIAL INTEREST $ 1794855
==========
<PAGE>
AMERICAN PENSION INVESTORS TRUST
TREASURIES TRUST
SCHEDULE OF INVESTMENTS
NOVEMBER 30, 1997
(UNAUDITED)
Principal Value
--------- -----
U.S. GOVERNMENT OBLIGATIONS--100.00%
UNITED STATES TREASURY STRIPPED INTEREST PAYMENT
Due 5/15/2005 $ 759000 $ 489864
Due 5/15/2007 198000 112900
Due 5/15/2008 1190000 637464
---------
TOTAL INVESTMENTS (cost $1,230,934) $ 1240228
=========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
AMERICAN PENSION INVESTORS TRUST
TREASURIES TRUST
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1997
(UNAUDITED)
ASSETS:
Investments at value (identified cost of $1,230,934) $ 1240228
Cash 15923
Receivable for fund shares sold 28075
Other assets 17535
----------
Total assets 1301761
----------
LIABILITIES:
Other liabilities 15024
----------
Total liabilities 15024
----------
NET ASSETS $ 1286737
==========
SHARES OF BENEFICIAL INTEREST OUTSTANDING (unlimited
number of no par value shares authorized) 124717
==========
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE $ 10.32
OUTSTANDING
==========
MAXIMUM OFFERING PRICE PER SHARE $ 10.48
==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
INVESTMENT INCOME:
Interest $ 15716
----------
15716
----------
EXPENSES:
Investment advisory fees 925
Transfer agent fees 8273
Custodial fees 1241
Professional fees 4551
Registration fees 4965
Trustee fees 414
Insurance 1241
Shareholder reports 1241
Organizational expenses 3040
Miscellaneous 414
----------
26305
Less expenses waived by investment advisor -23532
----------
Total expenses 2773
----------
Net investment income 12943
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Increase in unrealized appreciation on investments 9294
----------
Net realized and unrealized gain on investments 9294
----------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $ 22237
==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
AMERICAN PENSION INVESTORS TRUST
TREASURIES TRUST
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM JULY 2, 1997 (COMMENCEMENT OF
OPERATIONS) TO NOVEMBER 30, 1997
(UNAUDITED)
OPERATIONS:
Net investment income $ 12943
Net change in unrealized appreciation on investments 9294
---------
Increase in net assets resulting from operations 22237
---------
DISTRIBUTIONS FROM:
Net investment income -2889
---------
Decrease in net assets resulting from distributions -2889
---------
CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of 145,627 shares 1482519
Value of 283 shares issued upon reinvestment of dividends 2863
Cost of 21,193 shares redeemed -217993
---------
Increase in net assets resulting from
capital share transactions 1267389
---------
Total increase in net assets 1286737
NET ASSETS:
Beginning of period -
---------
End of period (including undistributed net
investment income of $10,054) $ 1286737
=========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
AMERICAN PENSION INVESTORS TRUST
TREASURIES TRUST
FINANCIAL HIGHLIGHTS
FOR THE PERIOD ENDED NOVEMBER 30, 1997(3)
(UNAUDITED)
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD:
Net asset value, beginning of period $ 10.00
--------
Income from investment operations:
Net investment income 0.14
Net unrealized gain on investments 0.24
--------
Total income from investment operations 0.38
--------
Distributions:
From net investment income -0.06
--------
Total distributions -0.06
--------
NET ASSET VALUE, END OF YEAR/PERIOD $ 10.32
========
Total return* 3.81%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $ 9385
Ratio of expenses to average net assets(2) 0.99%(1)
Ratio of net investment income to average net assets 4.63%(1)
Portfolio turnover rate -
- --------------------
(1) Annualized
(2) Without fees waived/reimbursed by the investment advisor, the ratio of
expenses to average net assets would have been 9.42%.
(3) Commencement of operations is July 2, 1997.
* Total returns do not include the one time sales charge and for periods of
less than one year are not annualized.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
AMERICAN PENSION INVESTORS TRUST
TREASURIES TRUST
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION:
American Pension Investors Trust (the "Trust") is organized as a
Massachusetts business trust and is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as a diversified,
open-end management investment company. It is composed of seven separate
portfolios. The accompanying financial statements include only the
Treasuries Trust (the "Fund").
The Fund's investment objective is to seek current income while limiting
credit risk. The Fund seeks to achieve its objective by investing in
obligations of the U.S. Treasury that are guaranteed as to principal and
interest by the full faith and credit of U.S. government.
2. SIGNIFICANT ACCOUNTING POLICIES:
a. PORTFOLIO VALUATION
Fund assets are valued at current market value or, where unavailable,
at fair value as determined in good faith by or under the direction of
the Board of Trustees.
b. SECURITY TRANSACTIONS AND INVESTMENT INCOME
Security transactions are accounted for on the trade date. Realized
gains and losses from security transactions are reported on an
identified-cost basis for both financial statement and federal income
tax purposes. Distributions to shareholders are recorded on the
ex-dividend date. Interest income and expenses are recorded on an
accrual basis.
c. FEDERAL INCOME TAXES
The Trust's policy is for the Fund to comply with the requirements of
the Internal Revenue Code that are applicable to regulated investment
companies and to distribute all of its investment company taxable
income to its shareholders. Therefore, no federal income tax provision
is required.
As of November 30, 1997, the aggregate cost of investments for federal
income tax purposes and the unrealized appreciation on a federal
income tax basis with respect to each security where there is an
excess of value over tax cost were $1,230,934 and $9,294,
respectively.
d. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
<PAGE>
AMERICAN PENSION INVESTORS TRUST
TREASURIES TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENT ADVISORY AGREEMENT:
Yorktown Management & Research Company, Inc. (the "Advisor"), whose
principal stockholder is also a trustee of the Trust, serves as the Fund's
investment advisor and manager. For its services, the Advisor receives a
fee, calculated daily and payable monthly, at an annual rate of .4% of the
average daily net assets of the Fund. For the period ended November 30,
1997, the Advisor waived all of its advisory fees in the amount of $925. In
addition, the Advisor reimbursed $22,607 of the Fund's operating expenses.
4. INVESTMENT ACTIVITY:
For the period ended November 30, 1997, purchases and sales of U.S.
government obligations amounted to $1,215,881 and $0, respectively. There
were no purchases and sales of securities other than short-term obligations
and U.S. government obligations.
5. COMPOSITION OF NET ASSETS:
At November 30, 1997, net assets consisted of:
Paid-in capital $ 1267389
Accumulated net investment income 10054
Unrealized appreciation on investments 9294
----------
NET ASSETS APPLICABLE TO OUTSTANDING SHARES
OF BENEFICIAL INTEREST $ 1286737
==========
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A of this Registration Statement:
Supplement to Prospectus Containing Financial Highlights for one
share of Multiple Index Trust and Treasuries Trust
Included in Part B of this Registration Statement: Supplement to Statement
of Additional Information containing the Semi-Annual Report to
Shareholders for Multiple Index Trust and Treasuries Trust
containing financial statements as of and for the fiscal period
ended November 30, 1997.
(b) Exhibits
(1) (a) Declaration of Trust 1/
(b) Amendment to the Declaration of Trust 2/
(2) (a) By-Laws of the Trust 1/
(b) Amendment dated September 16, 1988 to the By-Laws of the
Trust 1/
(3) Voting Trust Agreement - Not Applicable
(4) Instrument defining the rights of holders of the Registrant's shares
of beneficial interest 1/
(5) (a) Investment Advisory and Administrative Services Agreement
for Growth Fund, Capital Income Fund and T-1 Treasury Trust
1/
(b) Investment Advisory and Administrative Services Agreement
for Yorktown Classic Value Trust and Yorktown Value Income
Trust 1/
(c) Investment Advisory and Administrative Services Agreement
for Multiple Index Trust and Treasuries Trust (filed
herewith)
(6) (a) Distribution Agreement for Growth Fund, Capital Income Fund
and T-1 Treasury Trust 1/
(b) Distribution Agreement for Yorktown Classic Value Trust and
Yorktown Value Income Trust 1/
(c) Distribution Agreement for Multiple Index Trust and
Treasuries Trust (filed herewith)
(7) Bonus, Profit-Sharing, Pension or Other Similar Contracts - Not
Applicable
(8) (a) Custodian Agreement for Growth Fund, Capital Income Fund
and T-1 Treasury Trust 1/
(b) Custodian Agreement for Yorktown Classic Value Trust,
Multiple Index Trust and Treasuries Trust 1/
(9) Transfer and Dividend Disbursing Agency Agreement 1/
(10) (a) Opinion and Consent of Counsel 1/
(b) Opinion and Consent of Counsel regarding Yorktown Classic
Value Trust and Yorktown Value Income Trust 1/
C-1
<PAGE>
(11) Consent of Independent Accountants regarding Multiple Index Trust
and Treasuries Trust - Not Applicable
(12) Financial Statements Omitted from Item 23 - Not Applicable
(13) Initial Capitalization Agreements 1/
(14) Prototype for Retirement Plans - Not Applicable
(15) (a) Rule 12b-1 Plan for Growth Fund, Capital Income Fund and
T-1 Treasury Trust 1/
(b) Rule 12b-1 Plan for Yorktown Classic Value Trust and
Yorktown Value Income Trust 1/
(c) Form of Subdistribution Agreement 1/
(16) Performance Information for Multiple Index Trust and Treasuries
Trust - Not Applicable.
(17) Financial Data Schedule (filed herewith)
(18) Rule 18f-3 Plan - Not Applicable
- --------------
1/ Incorporated by reference to the identically enumerated Exhibit of
Post-Effective Amendment No. 24 to the Registration Statement on Form
N-1A, filed on September 30, 1996.
2/ Incorporated by reference to the identically enumerated Exhibit of
Post-Effective Amendment No. 26 to the Registration Statement on Form
N-1A, filed on April 16, 1997.
Item 25. Persons Controlled By or Under Common Control with Registrant
- -----------------------------------------------------------------------
None
Item 26. Number of Holders of Securities
- -----------------------------------------
Number of Record Shareholders
Title of Class as of November 30, 1997
- -------------- -----------------------
Shares of Beneficial Interest of the:
Growth Fund........................................................4,305
T-1 Treasury Trust...................................................330
Capital Income Fund..................................................617
Yorktown Classic Value Trust.........................................568
Yorktown Value Income Trust............................................1
Treasuries Trust .....................................................22
Multiple Index Trust..................................................53
C-2
<PAGE>
Item 27. Indemnification
- -------------------------
Section 5.1 of Article V of the Declaration of Trust provides that no
Trustee, officer, employee or agent of the Trust as such shall be subject to any
personal liability whatsoever to any person in connection with Trust Property or
the affairs of the Trust, save only that to which they would be subject by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of their duties, or by reason of their reckless disregard of their obligations
and duties with respect to such person; and all persons shall look solely to the
Trust Property for satisfaction of claims of any nature arising directly or
indirectly in connection with the affairs of the Trust. Section 5.1 also
provides that if any Trustee, officer, employee or agent, as such, of the Trust
is made party to any suit or proceeding to enforce any such liability of the
Trust, he shall not, on account thereof, be held to any personal liability.
Section 5.2 of Article V of the Declaration of Trust provides that no
Trustee, officer, employee or agent of the Trust shall be liable to the Trust,
its Shareholders, or to any Shareholder, Trustee, officer, employee, or agent
thereof for any action or failure to act (including without limitation the
failure to compel in any way any former or acting Trustee to redress any breach
of Trust), except for his own bad faith, willful misfeasance, gross negligence
or reckless disregard of the duties involved in the conduct of his office.
Paragraph (a) of Article VI of the By-Laws indemnifies Trustees or
officers of the Trust against losses sustained in a legal action by virtue of
such person's position with the Trust. Such person must have been acting in good
faith and in a manner which the person reasonably believed to be in, or not
opposed to, the best interests of the Trust, and in the case of a criminal
proceeding, not unlawful.
The provisions of paragraph (a) do not cover losses sustained in actions
brought by or on behalf of the Trust. The provisions of paragraph (b) are
similar to those of paragraph (a) but cover losses sustained in actions brought
by or in the right of the Trust itself. The required standard of conduct is the
same, except that no indemnification may be made if the indemnitee is adjudged
liable of negligence or misconduct unless a court determines the indemnitee is
entitled to indemnification.
Paragraph (c) of Article VI allows a Trustee or officer to be indemnified
against expenses actually and reasonably incurred without a determination as to
the standard of conduct required in paragraphs (a) and (b) if the indemnitee is
successful on the merits of an action. Paragraph (d) provides that if such a
determination is necessary, it must be made either by a majority vote of
Trustees who were disinterested and not parties to the action or by independent
legal counsel.
Paragraph (e) of Article VI provides that expenses in defending an action
may be paid in advance if the prospective indemnitee undertakes to repay the
expenses if he or she is not found to be entitled to indemnification. A majority
of disinterested, non-party Trustees or independent legal counsel must determine
that there is reason to believe that the prospective indemnitee ultimately will
be found entitled to indemnification before such payment may be made.
C-3
<PAGE>
Paragraph (f) of Article VI provides that agents and employees of the
Trust who are not Trustees or officers may be indemnified under the
above-mentioned standards at the discretion of the Board.
Paragraph (g) of Article VI provides that indemnification pursuant to that
Article is not exclusive of other rights, continues as to a person who has
ceased to be a Trustee or officer and inures to heirs, executors and
administrators of such a Person.
Paragraph (h) of Article VI provides that "nothing in the Declaration or
in these By-Laws shall be deemed to protect any Trustee or officer of the Trust
against any liability to the Trust or to its Shareholders to which such Person
would otherwise be subject by reason of willful malfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
Person's office."
Paragraph (i) of Article VI provides that the Trust may purchase insurance
for any persons against liability but that "insurance will not be purchased or
maintained by the Trust if the purchase or maintenance of such insurance would
result in the indemnification of any Person in contravention of any rule or
regulation and/or interpretation of the Securities and Exchange Commission."
Paragraph 9 of the Investment Advisory and Administrative Services
Agreement dated December 28, 1990, provides that except as may be determined by
applicable legal standards, Yorktown Management & Research Company, Inc.
("Adviser") shall have no liability to the Trust, or its shareholders or
creditors, for any error in business judgment, or for any loss arising out of
any investment, or for any other act or omission in performance of its
obligations to the Trust pursuant to the Agreement except (1) for actions and
omissions constituting violations of the Investment Company Act of 1940 ("1940
Act"), the Securities Act of 1933 ("1933 Act") or other federal securities laws,
(2) in circumstances where the Adviser has failed to conform to reasonable
business standards, and (3) by reason of its willful misfeasance, bad faith or
reckless disregard of its duties and obligations.
Paragraph 9 of the Investment Advisory and Administrative Services
Agreements dated October 1, 1992 and May 31, 1997, respectively, provides that
the Adviser not be liable for any error of judgment or mistake of law, for any
loss arising out of any investment, or in any event whatsoever, provided that
nothing herein shall be deemed to protect, or purport to protect, the Adviser
against any liability to the trust or to the security holders of the Trust to
which it would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of its duties hereunder, or by reason of
reckless disregard of its obligations and duties hereunder. No provision of this
Agreement shall be construed to protect any Trustee or officer of the Trust, or
Investors, from liability in violation of Section 17(h), 17(i), or 36(b) of the
1940 Act.
Paragraph 15 of the Distribution Agreements dated December 28, 1990,
October 1, 1992 and May 31, 1997, respectively, provides that Yorktown
Distributors, Inc. shall not incur liability to the Trust or any third party and
shall be indemnified and held harmless by the Trust from and against all taxes
C-4
<PAGE>
(except for such taxes as may be assessed against it in its corporate capacity
arising out of its compensation hereunder), charges, expenses, assessments,
losses, claims and liabilities (including counsel fees) incurred or assessed
against it in connection with the good faith performance of this Agreement,
except as such may arise from (a) its own willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations or (b) expenses incurred
pursuant to this Agreement.
Registrant undertakes to carry out all indemnification provisions of its
Declaration of Trust, By-Laws, and the above-described contracts in accordance
with the Investment Company Act Release No. 11330 (September 4, 1980) and
successor releases.
Insofar as indemnification for liability arising under the 1933 Act, as
amended, may be provided to trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 of the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant 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 28. Business and Other Connections of Investment Adviser
- --------------------------------------------------------------
Information regarding the officers and directors of the Trust's Adviser,
Yorktown Management & Research Company, Inc. is included in its Form ADV filed
on March 25, 1997 with the Securities and Exchange Commission (registration
number 801-23441) and is incorporated herein by reference.
Item 29. Principal Underwriters
- --------------------------------
Yorktown Distributors, Inc. is the distributor of the Trust's shares
and does not act as a principal underwriter, depositor or investment adviser
for any other investment company at this time. The information set forth
below is furnished for those directors or officers of Yorktown Distributors,
Inc. who also serve as trustees or officers of the Trust.
C-5
<PAGE>
Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
---------------- ----------- ----------
David D. Basten Director and President Trustee and President
2303 Yorktown Avenue
Lynchburg, VA 24501
Louis B. Basten III Director and Trustee and Secretary/
2303 Yorktown Avenue Secretary/ Treasurer Treasurer
Lynchburg, VA 24501
Charles D. Foster Chief Financial Officer Chief Financial Officer
2303 Yorktown Avenue
Lynchburg, VA 24501
Item 30. Location of Accounts and Records
- ------------------------------------------
With the exceptions noted below, Yorktown Management & Research Company,
Inc. (2303 Yorktown Avenue, Lynchburg, Virginia 24501) maintains the books,
accounts and records required to be maintained pursuant to Section 31(a) of the
Investment Company Act of 1940 ("1940 Act") and the rules promulgated
thereunder.
Yorktown Distributors, Inc. (2303 Yorktown Avenue, Lynchburg, Virginia
24501) maintains the books, accounts and records required to be maintained
pursuant to Rule 31(a)-1(d) under the 1940 Act.
Fund Services, Inc. (1500 Forest Avenue, Suite 111, Richmond, Virginia
23229), the Fund's transfer and dividend disbursing agent, maintains the books,
records and accounts required to be maintained pursuant to Rule 31a-1(b)(2)(iv)
under the 1940 Act.
Item 31. Management Services
- -----------------------------
None
Item 32. Undertakings
- ----------------------
None
C-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, American Pension Investors
Trust, certifies that this Post-Effective Amendment meets all of the
requirements for effectiveness pursuant to Rule 485(b) under the Securities
Act of 1933 and has duly caused this Post-Effective Amendment to be signed on
its behalf by the undersigned, thereto duly authorized, in the City of
Lynchburg, and Commonwealth of Virginia on the 31st day of December, 1997.
AMERICAN PENSION INVESTORS TRUST
By: /s/ David D. Basten
----------------------------
David D. Basten, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
/s/ David D. Basten
- ---------------------- Trustee and President December 31, 1997
David D. Basten (Principal Executive
Officer)
/s/ Louis B. Basten III Trustee December 31, 1997
- -----------------------
Louis B. Basten III
/s/ Mark A. Borel Trustee December 31, 1997
- -----------------------
Mark A. Borel
- ----------------------- Trustee , 1997
Stephen B. Cox
/s/ G. Edgar Dawson Trustee December 31, 1997
- -----------------------
G. Edgar Dawson
/s/ Wayne C. Johnson Trustee December 31, 1997
- -----------------------
Wayne C. Johnson
/s/ Charles D. Foster Chief Financial December 31, 1997
- ----------------------- Officer
Charles D. Foster
<PAGE>
AMERICAN PENSION INVESTORS TRUST
EXHIBIT INDEX
Exhibit
Number Page
(1) (a) Declaration of Trust 1/
(b) Amendment to the Declaration of Trust 2/
(2) (a) By-Laws of the Trust 1/
(b) Amendment dated September 16, 1988 to the By-Laws of the
Trust 1/
(3) Voting Trust Agreement - Not Applicable
(4) Instrument defining the rights of holders of the Registrant's shares of
beneficial interest 1/
(5) (a) Investment Advisory and Administrative Services
Agreement for Growth Fund, Capital Income Fund and T-1
Treasury Trust 1/
(b) Investment Advisory and Administrative Services
Agreement for Yorktown Classic Value Trust and Yorktown
Value Income Trust 1/
(c) Investment Advisory and Administrative Services
Agreement for Multiple Index Trust and Treasuries Trust
(filed herewith)
(6) (a) Distribution Agreement for Growth Fund, Capital Income
Fund and T-1 Treasury Trust 1/
(b) Distribution Agreement for Yorktown Classic Value Trust
and Yorktown Value Income Trust 1/
(c) Distribution Agreement for Multiple Index Trust and
Treasuries Trust (filed herewith)
(7) Bonus, Profit-Sharing, Pension or Other Similar Contracts -
Not Applicable
(8) (a) Custodian Agreement for Growth Fund, Capital Income Fund
and T-1 Treasury Trust 1/
(b) Custodian Agreement for Yorktown Classic Value Trust ,
Multiple Index Trust and Treasuries Trust 1/
(9) Transfer and Dividend Disbursing Agency Agreement 1/
(10) (a) Opinion and Consent of Counsel 1/
(b) Opinion and Consent of Counsel regarding Yorktown
Classic Value Trust and Yorktown Value Income Trust 1/
(11) Consent of Independent Accountants regarding Multiple Index
Trust and Treasuries Trust - Not Applicable
(12) Financial Statements Omitted from Item 23 - Not Applicable
(13) Initial Capitalization Agreements 1/
(14) Prototype for Retirement Plans - Not Applicable
(15) (a) Rule 12b-1 Plan for Growth Fund, Capital Income Fund and
T-1 Treasury Trust 1/
(b) Rule 12b-1 Plan for Yorktown Classic Value Trust and
Yorktown Value Income Trust 1/
(c) Form of Subdistribution Agreement 1/
<PAGE>
(16) Performance Information for Multiple Index Trust and
Treasuries Trust (filed herewith)
(17) Financial Data Schedule (filed herewith)
(18) Rule 18f-3 Plan - Not Applicable
- --------------
1/ Incorporated by reference to the identically enumerated Exhibit of
Post-Effective Amendment No. 24 to the Registration Statement on Form
N-1A, filed on September 30, 1996.
2/ Incorporated by reference to the identically enumerated Exhibit of
Post-Effective Amendment No. 26 to the Registration Statement on Form
N-1A, filed on April 16, 1997.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> MULTIPLE INDEX TRUST
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-START> JUL-02-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 1,812,280
<INVESTMENTS-AT-VALUE> 1,786,444
<RECEIVABLES> 0
<ASSETS-OTHER> 19,773
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,806,217
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11,362
<TOTAL-LIABILITIES> 11,362
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,816,417
<SHARES-COMMON-STOCK> 179,068
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 811
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3,463
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (25,836)
<NET-ASSETS> 1,794,855
<DIVIDEND-INCOME> 4,367
<INTEREST-INCOME> 811
<OTHER-INCOME> 0
<EXPENSES-NET> 4,367
<NET-INVESTMENT-INCOME> 811
<REALIZED-GAINS-CURRENT> 3,463
<APPREC-INCREASE-CURRENT> (25,836)
<NET-CHANGE-FROM-OPS> (21,562)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 185,076
<NUMBER-OF-SHARES-REDEEMED> 6,008
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,794,855
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,924
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 28,304
<AVERAGE-NET-ASSETS> 978,117
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.01
<PER-SHARE-GAIN-APPREC> 0.01
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.02
<EXPENSE-RATIO> 0.86
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> TREASURIES TRUST
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-START> JUL-02-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 1,230,934
<INVESTMENTS-AT-VALUE> 1,240,228
<RECEIVABLES> 28,075
<ASSETS-OTHER> 33,458
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,301,761
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 15,024
<TOTAL-LIABILITIES> 15,024
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,267,389
<SHARES-COMMON-STOCK> 124,717
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 10,054
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 9,294
<NET-ASSETS> 1,286,737
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 15,716
<OTHER-INCOME> 0
<EXPENSES-NET> 2,773
<NET-INVESTMENT-INCOME> 12,943
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 9,294
<NET-CHANGE-FROM-OPS> 22,237
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,889
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 145,627
<NUMBER-OF-SHARES-REDEEMED> 21,193
<SHARES-REINVESTED> 283
<NET-CHANGE-IN-ASSETS> 1,286,737
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 925
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 26,305
<AVERAGE-NET-ASSETS> 555,271
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.14
<PER-SHARE-GAIN-APPREC> 0.24
<PER-SHARE-DIVIDEND> 0.06
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.32
<EXPENSE-RATIO> 0.99
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
INVESTMENT ADVISORY AND
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made as of May 31, 1997, between American Pension Investors
Trust ("Trust"), a Massachusetts business trust registered with the Securities
and Exchange Commission as an open-end, management investment company under the
Investment Company Act of 1940, as amended ("1940 Act"), and Yorktown Management
& Research Company, Inc. ("Yorktown"), a Maryland corporation registered as an
investment adviser under the Investment Advisers Act of 1940, as amended.
WHEREAS, the Trust proposes to offer for public sale two new distinct
series of shares of beneficial interest each corresponding to a distinct
portfolio in two separate series: Multiple Index Trust and Treasuries Trust
(such series and their successor series being herein referred to as the
"Funds"); and
WHEREAS, the Trust desires to retain Yorktown as investment adviser and
administrator to furnish certain investment advisory, administrative and
portfolio management services to the Trust and each Fund, and Yorktown desires
to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, Yorktown and the Trust agree as follows:
1. APPOINTMENT. The Trust hereby appoints Yorktown as investment adviser
and administrator to manage the investment and reinvestment of the assets of the
Funds, to administer the affairs of the Trust, and to perform the other services
herein set forth, subject to the supervision of the Board of Trustees, for the
period and on the terms herein set forth. Yorktown hereby accepts such
appointment and agrees to render the services herein set forth for the
compensation herein provided.
2. DUTIES AS INVESTMENT ADVISER AND ADMINISTRATOR.
a. Yorktown shall act as investment adviser for, and shall manage
the investment and reinvestment of the assets of the Funds at all times in
accordance with the investment objective and policies of each Fund as is set
forth in the Trust's currently effective Registration Statement. Within such
policies, Yorktown shall assume responsibility for the management of the assets
of the Funds and the making and execution of all investment decisions for the
Funds subject to the overall supervision of the Board of Trustees;
b. Yorktown will obtain and evaluate pertinent economic information
relevant to the investment policies of the Funds, and place orders for the
purchase and sale of securities on behalf of the Funds. In placing such orders,
Yorktown is authorized to use the facilities and services of brokers and
dealers, including Yorktown Distributors, Inc., who render satisfactory services
at competitive rates, and to allocate orders to such brokers and dealers who
also provide research, statistical and other services to the Trust, such
determinations to be made by Yorktown in its own reasonable judgment, consistent
with applicable laws and regulations;
<PAGE>
c. Yorktown will report to the Board of Trustees of the Trust, or to
any committee or officers of the Trust acting pursuant to the authority of the
Board, at such times and in such detail as the Board may deem appropriate in
order to enable the Trust to determine that its investment policies are being
observed and implemented and that the obligations of Yorktown under this
Agreement are being fulfilled. Any investment program undertaken by Yorktown
pursuant to this Agreement and any other activities undertaken by Yorktown on
behalf of the Trust shall at all times be subject to any directives of the Board
of Trustees or any duly constituted committee or officer of the Trust acting
pursuant to authority of the Board of Trustees;
d. Yorktown will provide the Trust and each Fund with such
corporate, administrative and clerical personnel (including officers of the
Trust) and services as are reasonably deemed necessary or advisable by the Board
of Trustees, including the maintenance of certain books and records of the Trust
and each Fund and the provision of adequate office space, and all necessary
office equipment and services, including telephone service, heat, utilities and
similar items;
e. Yorktown will permit its employees and its affiliates to serve
without compensation from the Trust as officers, Trustees or agents of the
Trust, if desired by the Board of Trustees; and
f. Yorktown will furnish general purpose administrative forms,
supplies, stationery and postage relating to the obligations of Yorktown under
the terms of this Agreement.
3. EXPENSES. During the term of this Agreement, each Fund will bear all
expenses, not specifically assumed by Yorktown, incurred in its operations and
the offering of its shares, including but not limited to:
a. Costs of preparation, printing and mailing of reports, notices,
proxy solicitation materials and prospectuses and statements of additional
information to existing Trust shareholders or to regulatory authorities;
b. Charges and expenses of any custodian or depository appointed by
the Trust for the safekeeping of its assets, or for other custodial services;
c. Advisory, administrative and distribution fees;
d. Charges and expenses of any transfer agents and registrars
appointed by the Trust;
e. Charges and expenses of any agents appointed by the Trust to
provide accounting and daily pricing services;
f. Costs of share certificates representing shares of the Trust;
g. Fees and expenses, including legal, incurred in maintaining
the registration of the Trust and of its shares with the Securities and
Exchange Commission;
2
<PAGE>
h. Brokers' commissions and issue and transfer taxes chargeable to
the Trust in connection with securities transactions to which the Trust is a
party;
i. Taxes and all registration, filing and other similar fees payable
by the Trust to federal, state or other governmental agencies;
j. Expenses of shareholders' and trustees' meetings and of preparing
and printing reports to shareholders;
k. Premiums for the fidelity maintained by the Trust pursuant to the
requirements of the 1940 Act and for other insurance;
l. Trustee fees and expenses;
m. Interest expenses; and
n. Legal, accounting and auditing expenses.
4. SERVICES NOT EXCLUSIVE. The services of Yorktown to the Trust hereunder
are not to be deemed exclusive, and Yorktown shall be free to render similar
services to others so long as its services and responsibilities hereunder are
not impaired thereby.
5. COMPENSATION.
a. As full compensation for all services rendered hereunder,
Yorktown shall receive from the Multiple Index Trust a monthly fee at an annual
rate of 0.70% of the average daily net assets of the Multiple Index Trust, and
shall receive from the Treasuries Trust a monthly fee at an annual rate of 0.40%
of the average daily net assets of the Treasuries Trust. Such compensation shall
be accrued daily and payable monthly. The compensation for each month shall be
payable to Yorktown not later than the tenth day of the following month.
b. If the aggregate expenses of any Fund in any fiscal year exceed
the highest expense limitation established pursuant to the statutes or
regulations of any jurisdiction in which the shares of that Fund are qualified
or registered for offer and sale, Yorktown agrees to waive such portion of its
advisory fee as may be necessary to provide for any such expenses, but such
waiver shall not exceed the full amount of the advisory fee for such year except
as may be elected by Yorktown in its discretion. For this purpose, aggregate
expenses of a Fund shall include the compensation of Investors, but shall
exclude interest, taxes, brokerage fees on portfolio transactions, fees and
expenses incurred in connection with the distribution of Trust shares, and
extraordinary expenses including litigation expenses.
6. INTERESTED PERSONS OF THE TRUST OR YORKTOWN. It is understood that the
Trustees, officers, agents and shareholders of the Trust are or may be
interested persons of Yorktown as directors, officers, shareholders, or
otherwise, and that the directors, officers, agents and shareholders of Yorktown
are, or may be, interested persons of the Trust as Trustees, officers,
shareholders or otherwise, that Yorktown may be an interested person of the
Trust and that the existence of any such dual interest shall not affect the
validity of any transactions except as otherwise provided in the Declaration of
Trust creating the Trust and the Articles of Incorporation of Yorktown,
respectively, or by specific provision of applicable law.
3
<PAGE>
7. DURATION AND TERMINATION.
a. The term of this Agreement shall begin on the date first above
written, and unless sooner terminated as hereinafter provided, shall remain in
effect for two years from the above written date. Thereafter, if not terminated,
this Agreement shall continue in effect from year to year, as to a Fund, if such
continuation shall be specifically approved at least annually (i) by vote of a
majority of those Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval, and (ii) by the Board or with respect to a
Fund by vote of a majority of the outstanding voting securities of such Fund.
Any approval of this Agreement or the renewal thereof with respect to a Fund by
the vote of a majority of the outstanding voting securities of that Fund, or by
the Trustees of the Trust which shall include a majority of the non-interested
Trustees, shall be effective to continue this Agreement with respect to that
Fund notwithstanding (a) that this Agreement or the renewal thereof has not been
so approved as to any other Fund or (b) that this Agreement or the renewal
thereof has not been approved by the vote of a majority of the outstanding
voting securities of the Trust as a whole.
b. This Agreement may be terminated as to a Fund at any time,
without payment of any penalty, by vote of the Board or by the vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
such Fund, on sixty (60) days' written notice to Yorktown or by Yorktown at any
time without payment of any penalty on sixty (60) days' written notice to the
Trust; provided, however, that this Agreement may not be terminated by Yorktown
unless another investment advisory agreement has been approved by the Fund in
accordance with the 1940 Act. This Agreement terminates automatically in the
event of its assignment (as defined in the 1940 Act).
8. AMENDMENT OF THIS AGREEMENT. This Agreement may be modified by mutual
consent of the parties; however, such consent on the part of a Fund requires a
vote of a majority of the outstanding voting securities of that Fund and a vote
of a majority of the Trustees including a majority of the members of the Board
of Trustees who are not interested persons of the Trust (other than as Trustees)
or Yorktown and who have no direct or indirect interest in the operations of the
Trust, this Agreement or Yorktown, cast in person at a meeting called for that
purpose.
9. LIMITATION OF LIABILITY OF YORKTOWN. Yorktown assumes no responsibility
under this Agreement other than to render the services called for hereunder.
Yorktown shall not be liable for any error of judgment or mistake of law, for
any loss arising out of any investment, or in any event whatsoever, provided
that nothing herein shall be deemed to protect, or purport to protect, Yorktown
against any liability to the trust or to the security holders of the Trust to
which it would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of its duties hereunder, or by reason of
reckless disregard of its obligations and duties hereunder. No provision of this
Agreement shall be construed to protect any Trustee or officer of the Trust, or
any director or officer of Yorktown, from liability in violation of Sections
17(h), 17(i) or 36(b) of the 1940 Act.
10. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS OF THE TRUST.
The Trustees of the Trust and the shareholders of a Fund shall not be liable for
any obligations of the Fund or the Trust under this Agreement, and Yorktown
agrees that, in asserting any rights of claims under this Agreement, it shall
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look only to the assets and property of the Trust or the Fund in settlement of
such right or claim, and not to such Trustees or shareholders.
11. BOOKS AND RECORDS RETENTION. Yorktown and the Trust agree to maintain
and preserve for such period or periods as the Securities and Exchange
Commission may prescribe by rules and regulations, such account, books and other
documents as constitute the records forming the basis for all reports, including
financial statements required to be filed pursuant to the 1940 Act and for the
Trust's auditor certification relating thereto. Yorktown and the Trust agree
that all accounts, books and other records maintained and preserved by each as
required hereby shall be subject at any time, and from time to time, to such
reasonable periodic, special and other examinations by the Securities and
Exchange Commission, the Trust's auditors, the Trust or any representative of
the Trust, or any governmental agency or other instrumentality having regulatory
authority over the Trust. It is expressly understood and agreed that the books
and records maintained by Yorktown on behalf of the Trust shall, at all times,
remain the property of the Trust. Moreover, the Trust agrees to supply Yorktown
with copies of all documents filed with the Securities and Exchange Commission,
and with such other information relating to the Trust's affairs as Yorktown may
reasonably request.
12. GOVERNING LAW. This Agreement is executed and delivered in the
Commonwealth of Virginia and shall be governed by the laws of Virginia and the
1940 Act. To the extent that the applicable laws of the Commonwealth of Virginia
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
13. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors.
IN WITNESS WHEREOF, Yorktown and the Trust have executed this Agreement on
the day first above written.
AMERICAN PENSION INVESTORS TRUST
Attest:
/s/ Charles D. Foster By: /s/ David D. Basten
- ---------------------- --------------------------------
Charles D. Foster David D. Basten
YORKTOWN MANAGEMENT & RESEARCH COMPANY, INC.
Attest:
/s/ Charles D. Foster By: /s/ David D. Basten
- ---------------------- --------------------------------
Charles D. Foster David D. Basten
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DISTRIBUTION AGREEMENT
AGREEMENT made this 31st day of May, 1997 between American Pension
Investors Trust ("Trust"), a business trust organized and existing under the
laws of the Commonwealth of Massachusetts, and Yorktown Distributors, Inc.
("Distributors"), a corporation organized and existing under the laws of the
State of Maryland.
WHEREAS, Distributors is a broker-dealer registered with the Securities
and Exchange Commission under the Securities Exchange Act of 1934 and is a
member of the National Association of Securities Dealers, Inc. ("NASD"); and
WHEREAS, the Trust is an open-end diversified management investment
company registered with the Securities and Exchange Commission under the
Investment Company Act of 1940 ("1940 Act"); and
WHEREAS, the Trust operates as a "series company" as contemplated by Rule
18f-2 under the 1940 Act and is authorized to issue shares of beneficial
interest in various investment series representing interests in separate
portfolios of securities and other assets; and
WHEREAS, the Trust proposes to offer for public sale two new distinct
series of shares of beneficial interest each corresponding to a distinct
portfolio in two separate series: Multiple Index Trust and Treasuries Trust
(such series and their successor series being herein referred to as the
"Funds"); and
WHEREAS, the Trust desires Distributors to act as distributor, on an
agency basis, in offering the shares of the Funds for sale to the public and
Distributors desires to so act;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants set forth herein and for other good and valuable consideration,
receipt of which is acknowledged, the Trust and Distributors mutually agree that
Distributors will provide distribution services for the Trust as follows:
1. The Trust hereby appoints Distributors and Distributors hereby accepts
the appointment as the exclusive distributor of Fund shares issued by the Trust
on an agency basis.
2. Distributors agrees to use its best efforts to promote, offer for sale
and sell the shares of the Funds to the public on a continuous basis whenever
and wherever it is legally authorized to do so. In so doing, Distributors shall
conduct its affairs in accordance with the Conduct Rules of the NASD.
3. The price at which the shares of the Funds may be sold to the public
shall be the net asset value per share as determined in accordance with the
provisions of the 1940 Act plus the applicable initial sales charge, if any,
computed as set forth in the Trust's Registration Statement.
4. Distributors is authorized to enter into dealer agreements for the sale
of Fund shares with registered broker-dealers who are members of NASD.
Distributors may also distribute Fund shares directly through its own registered
representatives. In either event, Distributors shall be responsible for the
payment of any and all fees or commissions to such broker-dealers or
representatives.
<PAGE>
5. As compensation for its activities under this Agreement, Distributors
shall retain the initial sales charge, if any, on purchases of shares of the
Funds as set forth in the Trust's Registration Statement.
6. Distributors shall be responsible for all costs and expenses incurred
in its distribution of Fund shares. The Funds shall pay for such items as proxy
solicitations and the printing and distribution of prospectuses and reports to
existing shareholders.
7. The shall not issue certificates representing Fund shares unless
requested by a shareholder. If such request is transmitted through Distributors,
the Trust will cause certificates evidencing the shares owned to be issued in
the names and denominations as Distributors shall from time to time direct.
8. Nothing herein shall prevent the Trust from issuing directly, without
payment of any sales charge to Distributors, Fund shares as a dividend or
distribution to its shareholders or in a reorganization.
9. The terms and provisions of this Agreement shall be modified
automatically to conform with the requirements imposed by the 1940 Act and by
the Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder.
10. This Agreement shall take effect upon its execution. Thereafter, this
Agreement shall continue in effect, unless sooner terminated as hereinafter
provided, for one year periods so long as its continuance is approved by the
Board of Trustees including the vote of a majority of the Trustees who are not
parties to this Agreement or interested persons of any such party cast in person
at a meeting called for the purpose of voting on such approval in accordance
with the procedures and requirements of the 1940 Act.
11. This Agreement shall automatically terminate in the event of its
assignment, as defined in the 1940 Act.
12. Either party hereto shall have the right to terminate this Agreement
without payment of a penalty upon sixty days' written notice to the other party,
which notice may be waived by such other party; termination by the Trust shall
be effected by vote of a majority of the Trustees including a majority of the
Trustees who are not parties to this Agreement or interested persons of any such
party.
13. Distributors shall be deemed to be an independent contractor and shall
be free to render to others similar or dissimilar services as those rendered
under this Agreement.
14. In connection with its duties under this Agreement, Distributors may
rely conclusively and act without further investigation upon any list,
instruction, certification, authorization, or other instrument or paper believed
by it in good faith to be genuine and unaltered, and to have been signed or
executed by any duly authorized person or persons, or upon the instruction of
any officer of the Trust, or upon advice of counsel for the Trust. Distributors
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shall not incur liability to the Trust or any third party and shall be
indemnified and held harmless by the Trust from and against all taxes (except
for such taxes as may be assessed against it in its corporate capacity arising
out of its compensation hereunder), charges, expenses, assessments, losses,
claims and liabilities including counsel fees) incurred or assessed against it
in connection with the good faith performance of this Agreement, except as such
may arise from (a) its own willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations or (b) expenses incurred pursuant to this
Agreement.
15. The Trustees of the Trust and the shareholders of a Fund shall not be
liable for any obligations of the Fund or the Trust under this Agreement, and
Distributors agree that, in asserting any rights of claims under this Agreement,
it shall look only to the assets and property of the Trust or the Fund in
settlement of such right or claim, and not to such Trustees or shareholders.
16. Absent law or regulation to the contrary, neither this Agreement nor
any transaction entered into pursuant hereto, shall be invalidated or in any way
affected by the fact that Trustees, officers or stockholders of the Trust are or
may be interested persons of Distributors as directors, officers or stockholders
or otherwise; or that directors, officers or stockholders of Distributors are
may be interested persons of the Trust as Trustees, officers, shareholders, or
otherwise.
17. Any notice under this Agreement shall be in writing and shall be
addressed and delivered, or mailed, postage prepaid, to the other party's
principal place of business, or to such other address as shall have been
previously specified by written notice given to the other party.
18. This Agreement is executed and delivered in the Commonwealth of
Virginia and shall be governed by the laws of Virginia and the 1940 Act.
19. This writing constitutes the entire Distribution Agreement between the
parties and no conditions or warranties shall be implied herefrom unless
expressly set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day first above written.
YORKTOWN DISTRIBUTORS, INC.
Attest:
/s/ Charles D. Foster By: /s/ David D. Basten
- ---------------------- --------------------------------
Charles D. Foster David D. Basten
By:
AMERICAN PENSION INVESTORS TRUST
Attest:
/s/ Charles D. Foster By: /s/ David D. Basten
- ---------------------- --------------------------------
Charles D. Foster David D. Basten
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