As filed with the Securities and Exchange Commission
on April 30, 1996
File No. 33-15867
File No. 811-4273
_________________________________________________________________
- - -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM N-1A
REGISTRATION STATEMENT X
UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 10 X
and
REGISTRATION STATEMENT X
UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 10 X
THE OMNI INVESTMENT FUND
(Exact Name of Registrant as Specified in Charter)
53 West Jackson Blvd., Suite 818, Chicago, Illinois 60604
(Address of Principal Executive Offices)
(312) 922-0431
(Registrant's Telephone Number, including Area Code)
ROBERT H. PERKINS LESLIE J. PARRETTE, ESQ.
The Omni Investment Fund Blackwell Sanders Matheny
53 West Jackson Boulevard Weary & Lombardi L.C.
Suite 818 1000 Two Pershing Square
Chicago, Illinois 60604 2300 Main Street
Kansas City, Missouri 64108
(Name and address of Agents for Service)
-------------------
Total Number of Pages: 159
<PAGE>
It is proposed that this filing become effective:
Immediately upon filing pursuant to paragraph (b).
X On April 30, 1996 pursuant to paragraph (b).
60 days after filing pursuant to paragraph (a).
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.
Pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended, the Registrant has registered an indefinite
number of shares, par value $0.01 per share, under the Securities
Act of 1933. The Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, for the Registrant's
most recent fiscal year ended December 31, 1995 was filed with
the Securities and Exchange Commission on February 29, 1996.
The Index to Exhibits is located at page 52.
<PAGE>
THE OMNI INVESTMENT FUND
CROSS-REFERENCE SHEET
(Pursuant to Rule 495(a) under the Securities Act of 1933)
Items Required by Form N-1A
ITEM NUMBER IN PART A PROSPECTUS CAPTION
1. Cover Page COVER PAGE
2. Synopsis SUMMARY OF EXPENSES
3. Condensed Financial Information FINANCIAL HIGHLIGHTS
4. General Description of Registrant RISK FACTORS,
INVESTMENT OBJECTIVE
AND POLICIES;
INVESTMENT
RESTRICTIONS;
ADDITIONAL
INFORMATION
5. Management of the Fund MANAGEMENT OF THE
FUND
5A. Management's Discussion of Fund
Performance NOT APPLICABLE
6. Capital Stock and Other Securities DIVIDENDS AND
DISTRIBUTIONS; TAXES;
ADDITIONAL
INFORMATION
7. Purchase of Securities Being
Offered HOW TO OPEN AN
ACCOUNT
8. Redemption or Repurchase HOW TO REDEEM SHARES;
PAYMENT FOR
REDEEMED SHARES
9. Pending Legal Proceedings NOT APPLICABLE
STATEMENT OF
ADDITIONAL
ITEM NUMBER IN PART B INFORMATION CAPTION
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information and History NOT APPLICABLE
13. Investment Objectives and Policies RISK FACTORS,
INVESTMENT OBJECTIVE,
POLICIES AND
PRACTICES; INVESTMENT
RESTRICTIONS
<PAGE>
14. Management of the Fund TRUSTEES AND
OFFICERS; INVESTMENT
ADVISORY AND OTHER
SERVICES; BROKERAGE
15. Control Persons and Principal
Holders of Securities TRUSTEES AND OFFICERS
16. Investment Advisory and Other
Services INVESTMENT ADVISORY
AND OTHER SERVICES;
ADDITIONAL
INFORMATION
17. Brokerage Allocation
and Other Practices BROKERAGE
18. Capital Stock and Other
Securities ADDITIONAL
INFORMATION
19. Purchase, Redemption and Pricing
of Securities Being Offered PURCHASE, REDEMPTION
AND PRICING OF
SHARES
20. Tax Status TAX INFORMATION
21. Underwriters NOT APPLICABLE
22. Calculation of Performance Data NOT APPLICABLE*
23. Financial Statements FINANCIAL STATEMENTS
_______________________
* The information prescribed by Item Number 22 of Part B of Form
N-1A, "Calculation of Performance Data," is included under the
Prospectus caption "THE FUND'S PERFORMANCE."
PAGE>
THE OMNI INVESTMENT FUND
53 West Jackson Boulevard
Suite 818
Chicago, Illinois 60604
(312) 922-0431
(800) 223-9790
THE OMNI INVESTMENT FUND (the "Fund") is a no-load, non-
diversified mutual fund that seeks capital appreciation in the
value of its shares. The Fund seeks to achieve this objective
through investment in companies that the Fund's investment
adviser believes are experiencing, or have the potential to
experience, growth in revenues, earnings or assets or companies
that are undervalued relative to their assets. To achieve its
objective of capital appreciation, the Fund will invest its
assets primarily in common stocks. Realization of income is not
an investment consideration and any income realized on the Fund's
investments will be incidental to the Fund's objective. When the
investment adviser believes that prevailing market conditions
dictate a defensive position, however, the Fund may temporarily
invest any or all of its assets in U.S. Government securities,
debentures, preferred stock, or other senior
securities, short-term interest-bearing securities or put
options.
The Fund will sell and redeem its shares at net asset value
without any sales charge, commission or redemption fee. The
minimum initial investment is $3,000 ($1,000 for IRA's and
qualified retirement plans) and the minimum subsequent investment
is $1,000.
This Prospectus sets forth concisely information about the
Fund that you should know before investing. You should read this
Prospectus and keep it for future reference. Additional
information about the Fund is contained in the Statement of
Additional Information (the "Additional Statement") dated
April 30, 1996, which has been filed with the Securities and
Exchange Commission (the "SEC"), is available without charge upon
request to the Fund at the telephone number or address shown at
the top of this page, and is incorporated in its entirety by
reference in this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES
IN ANY STATE OR OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH AN OFFER.
---------------------------
PROSPECTUS dated April 30, 1996.
<PAGE>
TABLE OF CONTENTS
SUMMARY OF EXPENSES
FINANCIAL HIGHLIGHTS
RISK FACTORS, INVESTMENT OBJECTIVE AND POLICIES
Summary
Policies
Fundamental Nature
Small Unseasoned Companies
Derivative Securities
Growth Companies
Special Situations
Defensive Position
No Assurance
INVESTMENT RESTRICTIONS
THE FUND'S PERFORMANCE
MANAGEMENT OF THE FUND
The Investment Adviser
The Advisory Agreement
Personal Investing
HOW TO OPEN AN ACCOUNT
Establishing Your Account
Retirement Plans
Individual Retirement Account
Simplified Employee Pension Plan
Profit Sharing or Money Purchase Pension Plan
Minimum Investment
Automatic Investment Plan
Net Asset Value
HOW TO REDEEM SHARES
In Writing
By Telephone
How to Obtain a Signature Guarantee
Involuntary Redemption
PAYMENT FOR REDEEMED SHARES
Repurchase From Securities Dealers
DIVIDENDS AND DISTRIBUTIONS
How Distributions Affect NAV
<PAGE>
TAXES
Taxpayer Identification Numbers
Tax Status of the Fund
Tax Status of the Fund's Dividends and Distributions
ADDITIONAL INFORMATION
Capitalization
Certain Shareholders
Voting Rights
Custodian and Transfer Agent
Information for Shareholders
Account Address and Name Changes
Statements and Reports
Temporary Suspension of Services
Registration Statement
GLOSSARY OF TERMS
SHARE PURCHASE APPLICATION
FORM OF WRITTEN REDEMPTION REQUEST
NAMES AND ADDRESSES
<PAGE>
SUMMARY OF EXPENSES
Expenses are one of several factors to consider when
investing in the Fund. SHAREHOLDER TRANSACTION EXPENSES are
charges you pay when buying or selling shares in the Fund.
ANNUAL FUND OPERATING EXPENSES are paid out of the Fund's assets
and include fees for portfolio management, maintenance of
shareholder accounts, general Fund administration, accounting,
custody and other services.
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvestment of Dividends None
Deferred Sales Load Imposed on Redemptions None
Redemption Fees None
Exchange Fee None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fee 1.00%
12b-1 Fees None
Other Expenses 0.64%
Total Fund Operating Expenses 1.64%
Example 1 Year 3 Years 5 Years 10 Years
You would indirectly
pay the following
expenses on a $1,000
investment, assuming a 5%
annual return and that the
Fund's expenses are the same
as those stated above,
with or without redemption
at the end of each period: $17 $52 $89 $194
THE EXPENSES SET FORTH IN THE EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES, AND
ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN. THE
ASSUMED 5% ANNUAL RETURN IS HYPOTHETICAL AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS,
WHICH MAY BE GREATER OR LESSER THAN THOSE SHOWN IN THE EXAMPLE.
The purpose of the preceding summary and example is to
assist you in understanding the various costs and expenses borne
by the Fund and, therefore, indirectly by investors.
<PAGE>
For more complete descriptions of the various costs and expenses,
see "Financial Highlights" and "Management of the Fund."
FINANCIAL HIGHLIGHTS
The information contained in the table below for each of the
seven fiscal years in the period ended December 31, 1995, has
been audited by Ernst & Young LLP, independent auditors. The
information for the prior fiscal years was audited by other
auditors, who expressed an unqualified opinion on this
information. This information should be read in conjunction with
the audited financial statements and related notes that appear in
the Fund's Annual Report dated December 31, 1995 (the "Annual
Report"), which are incorporated by reference into the Additional
Statement and is available without charge upon request from the
Fund.
<TABLE>
YEAR ENDED DECEMBER 31 Eleven Mos.
Ended
Dec. 31,
1995 1994 1993 1992 1991 1990 1989 1988 1987<F1>
Per share operat-
ing performance<F2>:
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE
AT BEGINNING OF
PERIOD $12.75 13.99 13.39 11.39 9.23 12.19 11.21 10.06 11.33
INCOME (LOSS) FROM INVESTMENT
OPERATIONS:
Net Investment
Income (loss) 0.09 (.01) .03 .09 .14 .28 .23 .24 .21
Net realized and
unrealized gain
(loss) on invest-
ments 3.23 .91 2.14 2.14 2.16 (2.95) 2.71 1.77 (.29)
---- --- ---- ---- ---- ------ ---- ---- -----
Total from investment
operations 3.32 .90 2.17 2.23 2.30 (2.67) 2.94 2.01 (.08)
DIVIDENDS
Dividends from net
investment income (0.09) 0 (.03) (.10) (.14) (.29) (.22) (.24) (.20)
Dividends from net
realized gain on
investments (1.41) (2.14) (1.54) (.13) 0 0 (1.74) (.62) (.99)
----- ------ ----- ----- - - ----- ----- -----
Total dividends (1.50) (2.14) (1.57) (.23) (.14) (.29) (1.96) (.86) (1.19)
----- ------ ------ ----- ----- ----- ------ ----- ------
-------------------------------------------------------------
NET ASSET VALUE AT
END OF PERIOD $14.57 12.75 13.99 13.39 11.39 9.23 12.19 11.21 10.06
______ _____ _____ _____ _____ ____ _____ _____ _____
------ ----- ----- ----- ----- ---- ----- ----- -----
TOTAL RETURN (%): 26.07 6.74 16.25 19.59 25.01 (21.94)26.44 20.09 (0.68)
------ ---- ----- ----- ----- ------ ----- ----- ------
Ratios to average
net assets (%)<F3>:
Expenses 1.64 1.43 1.31 1.41 1.52 1.84 1.78 1.44 1.69
Net investment
income 0.64 (.04) .18 .73 1.24 2.34 1.85 2.33 1.87
Portfolio turnover
rate (%) 90 125 108 105 130 146 118 103 189
Total net assets at
end of period
(in thousands) 31,833 18,270 16,309 14,007 11,940 9,839 13,576 9,976 6,748
<FN>
<F1>
Effective October 20, 1987 the Fund became publicly
registered under the Investment Company Act of 1940. Prior
thereto, its shares were not publicly offered.
</FN>
<FN>
<F2>
All per share amounts prior to December 31, 1994 have been
adjusted for a 10 for 1 share split which occurred September 30,
1994.
</FN>
<FN>
<F3>
Annualized.
</FN>
</TABLE>
<PAGE>
Further information about the performance of the Fund is
contained in the Annual Report to shareholders, which may be
obtained without charge by writing to the address or calling the
number set forth on the cover page of this Prospectus.
RISK FACTORS, INVESTMENT OBJECTIVE AND POLICIES
SUMMARY. The Fund is an open-end, no-load, non-diversified
management investment company organized as a Massachusetts
business trust in April 1990 which, in May 1990, assumed the
business of its predecessor which was organized as a Delaware
corporation in November 1984. In seeking its objective of
capital appreciation, the Fund emphasizes investments in
common stocks of growth companies and companies that are
undervalued relative to their assets. At the same time, the Fund
emphasizes capital preservation as opposed to the often temporary
rewards of speculating on passing market trends. The Fund's goal
is not only to outperform the averages in bull markets but to
significantly outperform the averages during declines. The
Fund will seek this objective without regard to whether any
realized gains will qualify for treatment as long-term capital
gains for federal income tax purposes. Current income is only
incidental to the Fund's objective. When necessary to take a
temporary defensive position or to receive a return on its idle
cash, the Fund may invest in U.S. Government securities,
investment grade corporate bonds, debentures, preferred
stock, short-term interest bearing securities or put options.
POLICIES. It is the policy of the Fund to purchase and hold
common stocks for capital appreciation. Changes in the portfolio
will be made, however, when the Fund's investment adviser,
Perkins, Wolf, McDonnell & Company (the "Adviser"), believes they
are advisable, either as a result of common stocks having reached
a price objective or by reason of developments not foreseen at
the time of the investment decision, such as changes in the
economics of an industry or a particular company. These
investment changes will usually be made without reference to the
length of time a security has been held, and there may,
therefore, be a significant number of short-term transactions.
The Fund's annual portfolio turnover rates for the fiscal years
ended December 31, 1995 and December 31, 1994 were 90% and 125%,
respectively. Investors should also be aware that a higher
degree of portfolio activity will increase brokerage costs of the
Fund and could have adverse tax consequences to the Fund should
30% or more of the Fund's gross income be derived from the
sale of securities held less than three (3) months. See
"Taxes-Tax Status of the Fund."
<PAGE>
The Fund's Board of Trustees has voluntarily adopted the
following policies and practices which are observed in the
conduct of the affairs of the Fund. The Fund may (a) invest in
small, unseasoned companies (i.e., companies that have limited
operating histories or whose success may depend upon the success
of new products, new services or new processes), (b) purchase or
sell securities on a delayed delivery or when-issued basis (i.e.,
securities may be purchased or sold by the Fund with settlement
taking place in the future, often a month or more) and (c)
purchase and write standardized put and call options which are
traded on national securities exchanges or through the quotation
system operated by the National Association of Securities
Dealers ("NASDAQ"). It is not expected that at any time more
than 5% of the Fund's net assets will be so employed, although no
such percentage limitations have been established by the Board of
Trustees. The Fund has not previously made investments of this
type, but the Fund desires to retain the flexibility to make such
investments if deemed appropriate.
FUNDAMENTAL NATURE. The Fund's investment objective and the
foregoing policies are fundamental and therefore may not be
changed without the approval of the holders of "a majority of the
outstanding voting securities" of the Fund. A majority of the
outstanding voting securities means: (a) more than 50% of the
outstanding voting securities or (b) 67% or more of the voting
securities represented at a meeting where more than 50% of the
outstanding securities are represented, whichever is less.
SMALL UNSEASONED COMPANIES. In seeking capital
appreciation, the Fund may invest in small unseasoned companies.
Small companies may lack depth of management, they may be unable
to generate internally funds necessary for growth or potential
development or to generate such funds through external financing
on favorable terms, or they may be developing or marketing new
products or services for which markets are not yet established
and may never become established. In addition, such companies
may have or develop only a regional market for products or
services and thus be affected by local or regional conditions.
Moreover, such companies may be insignificant factors in their
industries and may become subject to intense competition from
larger companies. Some of these companies may have limited
operating histories (i.e., fewer than five continuous years) and
their success may depend on the success of new products, new
services or new processes. Due to these and other factors, small
companies may suffer significant losses as well as realize
substantial growth, and investments in such companies tend to be
more volatile and are somewhat speculative.
The securities of small, unseasoned companies may have a
limited trading market, which may adversely affect their
disposition and can result in their being priced lower than might
otherwise be the case. If other investors sell their holdings of
securities of small, unseasoned companies when the Fund attempts
<PAGE>
to dispose of its holdings of the same securities, the Fund may
receive lower prices than might otherwise be obtained. If the
Fund decides to invest in small, unseasoned companies, such
investments are not expected to exceed 5% of the Fund's net
assets.
DERIVATIVE SECURITIES. The Fund's investment in derivatives
is extremely limited and very conservative. Derivatives are
custom-made securities which derive their value from
underlying assets, such as stocks, bonds, mortgages, market
indexes, and foreign currencies. The Fund generally divides
derivatives into two categories -- "plain vanilla" and "exotic."
The Fund believes that the exotic or leveraged securities are
inherently speculative and as a result may cause a portfolio to
suffer large losses. Although the Fund may purchase securities
that are technically considered derivatives, it intends to invest
only in "plain vanilla" derivatives (e.g., to acquire warrants
and write options traded on a national securities exchange or the
NASDAQ National Market System). The Fund will invest in these
securities only when the Adviser believes that such securities
are highly liquid.
The purchase and writing of stock options involves certain
risks. The purchase of put and call stock options can afford the
Fund the opportunity to profit from favorable movements in the
price of an underlying stock to a greater extent than if
transactions were effected in the stock directly. However, if
the stock does not move in the anticipated direction during the
term of the option in an amount greater than the premium paid
for the option, the Fund may lose a greater percentage of its
investment than if the transaction were effected in the stock.
Furthermore, by writing a covered call option, the Fund will
have, in return for the premium received, given up the
opportunity to profit from a price increase in the underlying
stock above the exercise price as long as its obligation as a
writer continues but will have retained the risk of loss should
the price of the stock decline. As a put writer, the Fund will
assume the risk that the underlying stock may fall below the
exercise price, in which case the Fund may be required to
purchase the stock at a higher price than the market
price of the security. In addition, there can be no assurance
that either a closing purchase or a closing sale transaction can
be effected.
GROWTH COMPANIES. In seeking capital appreciation, the Fund
pays particular attention to common stocks believed by the
Adviser to have growth characteristics. Common stock investments
are selected in industries and companies that the Adviser
believes are experiencing favorable demand for their products and
services, and which operate in a favorable competitive
environment and regulatory climate. The Adviser attempts
generally to find emerging growth companies or relatively
<PAGE>
established companies in growth industries which have product,
management or other advantages over other companies in those
industries.
Growth companies, the securities of which may be less
marketable than those of better known companies, generally tend
to reinvest income instead of declaring cash dividends. Income
and yield are not considerations of the Adviser in the choice of
portfolio securities, as any income received by the Fund is
merely incidental to its investment objective. Investments may
include common stocks listed on a stock exchange, on NASDAQ
or bought and sold over the counter.
SPECIAL SITUATIONS. Capital appreciation may also be sought
through the Fund's investment in special situations (i.e., in
common stocks which may be affected by particular developments
unrelated to business conditions generally, and which may
fluctuate without relation, or contrary, to general market
trends). Examples of special situations are companies being
reorganized or merged, companies having unusual new products, or
which enjoy particular tax advantages, or companies which are run
by new management or are probable takeover candidates. In
addition, the Fund may invest in common stocks of companies that
appear relatively underpriced in relation to assets or future
prospects. This would include investments in companies in
industries where an important, positive change in outlook appears
probable, in companies with low price-to-book value ratios or
relatively low price-to-earnings multiples or in companies where
significant and identifiable internal changes have occurred but,
in the view of the Adviser, have yet to be broadly identified by
investors. The opportunity to invest in special situations,
however, may be limited and the extent to which the Fund may take
advantage of such opportunities will be determined from time to
time by its Adviser in light of the Adviser's consideration of
all the pertinent facts and circumstances.
DEFENSIVE POSITION. In the event future economic or
financial conditions adversely affect the Fund, the Adviser may
temporarily depart from its investment objective and assume a
defensive position by selling its common stocks and investing all
or part of the proceeds in investment grade corporate bonds,
debentures or preferred stock, in U.S. Government securities,
short-term interest bearing securities or in put options. It is
expected that the emphasis on defensive security selection will
be on debt securities maturing in one year or less from the date
of purchase, because such securities usually may be disposed of
quickly at prices not involving significant gains or losses.
Investment income may increase during those periods when the Fund
has substantial investments in interest-bearing securities.
NO ASSURANCE. Because of the market risks inherent in any
investment, the selection of securities on the basis of their
income or growth possibilities cannot ensure against possible
<PAGE>
loss in value, and there can be no assurance that the Fund's
investment objective will be met.
INVESTMENT RESTRICTIONS
The Fund has certain investment restrictions which, together
with its investment objective, are fundamental policies and
cannot be changed without the approval of the holders of a
majority of the outstanding voting securities of the Fund.
As a non-diversified company, the Fund has adopted fundamental
policies with respect to the proportion of any type of securities
to be held at any one time. As to 50% of its total assets, the
Fund will not invest more than 5% of those assets in the
securities of any one issuer (except securities issued or
guaranteed by the U.S. Government). The other 50% of the Fund's
total assets, however, may be invested in the securities of as
few as two (2) issuers. The Adviser believes that this is
unlikely, but because of this policy, an investment in the
Fund may involve greater risk than an investment in a diversified
investment company.
In addition, the Fund may invest no more than 25% of the
value of its assets, at the time of purchase, in securities of
companies principally engaged in a particular industry (as
defined in the STANDARD INDUSTRIAL CLASSIFICATION MANUAL),
although the Fund may as a temporary defensive measure invest up
to 100% of its total assets in obligations issued or guaranteed
by the U.S. Government or its agencies.
The investment restrictions described above and in the
Additional Statement that involve a maximum percentage of
securities or assets will not be considered to be violated unless
an excess over the percentage occurs after, and is caused by, an
acquisition or encumbrance of securities or assets of the Fund.
"Value" for the purposes of all investment restrictions shall
mean the value used in determining the Fund's net asset value.
Additional investment restrictions are described in the
Additional Statement.
THE FUND'S PERFORMANCE
From time to time, the total return for the Fund's shares may
be quoted in advertisements or in communications to shareholders.
In addition, the Fund may compare its performance to that
of mutual funds having similar investment objectives as reported
in national financial publications (e.g., FORBES, BARRON'S
and THE WALL STREET JOURNAL), recognized mutual fund statistical
services (e.g., Lipper Analytical Service, Inc.) or stock market
indicators (e.g., the Russell 2000 Small Stock Index, the
Standard and Poor's 500 Stock Index and the Dow Jones Industrial
Average). Any such performance data represents past performance
(i.e., historical earnings) and should not be considered
<PAGE>
representative of future results. It can be expected that
performance data will fluctuate substantially.
The Fund's total return shows its overall dollar or
percentage change in value (including changes in share
price) of a hypothetical investment in the Fund, assuming the
Fund's dividends and capital gain distributions are reinvested.
A cumulative total return reflects the Fund's performance over a
stated period of time. An average annual total return reflects
the hypothetical annually compounded return that would have
produced the same cumulative return if the Fund's performance had
been constant over the entire period. Specifically, the average
annual total return is calculated pursuant to the following
formula: P(1+T)n = ERV (where P = a hypothetical initial payment
of $1,000, T = the average annual total return, n = the number of
years, and ERV = the ending redeemable value of a hypothetical
$1,000 payment made at the beginning of the period). Because
average annual returns for more than one (1) year tend to smooth
out variations in the Fund's return, investors should recognize
that they are not the same as actual year by year results.
The total return information is useful in reviewing the
Fund's performance, but the following factors should be taken
into account before using the Fund's performance information as a
basis for comparison with alternative investments: (a) no
adjustment is made for income taxes payable on dividends and
distributions, (b) the Fund's investment advisory fee is 1% of
the Fund's net assets on an annual basis, (c) the Fund imposes no
sales or other charges which would impact the total return
computation and (d) total return information includes income
realized on the Fund's investments even though such income is
only incidental to the Fund's investment objective of capital
appreciation. Investors should also be aware that the Fund's
total return will fluctuate over time, and that the total
return for any given past period is not an indication or
representation by the Fund of future rates of return or
performance of its shares.
For the one (1) year period ended December 31, 1995, the
average annual total return for the Fund was 26.1%. For the
five (5) year period ended December 31, 1995, the average annual
total return for the Fund was 18.5%. For the approximately
eleven (11) year period from February 14, 1985 (the date on which
the Fund commenced operations) to December 31, 1995, the average
annual total return for the Fund was 14.7%. From the commencement
of operations on February 14, 1985 through March 31, 1996, an
investment in the Fund of $10,000 grew to $45,919 when all
dividends and distributions were reinvested. This represents an
increase of 359%, as compared to an increase of 243% in the
Russell 2000 Small Stock Index ("the Russell Index"). The
Russell Index is a widely recognized, unmanaged index of common
stock prices that is commonly used to compare performance. It
measures the performance of smaller companies (i.e., those with
<PAGE>
a market value under $750 million) and represents roughly 7%
of the total value of publicly traded companies in the U.S.
Note that the period covered by the comparison of the total
returns of the Fund and the Russell Index was one of fluctuating
stock prices and should not necessarily be considered as
representative of the return which may be realized by an
investment in the Fund today. The Russell Index is calculated on
a total return basis.
MANAGEMENT OF THE FUND
The Fund's Board of Trustees has overall responsibility for
the management and supervision of the Fund under the laws of
Massachusetts. The Additional Statement identifies the Fund's
Trustees and officers and provides information about them.
Subject to the authority of the Board of Trustees, the Adviser
supervises the investment operations of the Fund and the
composition of its portfolio, employs professional portfolio
managers who provide research services to the Fund and furnishes
continuous advice and recommendations with respect to
investments, investment policies and the purchase and sale of
securities, pursuant to an Investment Advisory Agreement (the
"Advisory Agreement") with the Fund. Two (2) of the Fund's five
(5) Trustees and all of its officers are affiliated with the
Adviser.
THE INVESTMENT ADVISER. The Adviser was organized as a
Delaware corporation in 1980 under the name Mac-Per-Wolf Co. to
operate as a securities broker-dealer. In September 1983, the
Adviser changed its name to Perkins, Wolf, McDonnell & Company
("PWM"). The Adviser is a member of the National Association
of Securities Dealers, Inc. (the "NASD") and, in 1984, became
registered as an investment adviser with the SEC. The Adviser is
controlled by Robert H. Perkins who owns 49% of the outstanding
common stock. The Adviser has operated as the Fund's investment
adviser since the Fund's inception in 1985. The Adviser's
address is 53 West Jackson Boulevard, Suite 818, Chicago,
Illinois 60604.
Robert H. Perkins and Gregory E. Wolf are the officers of
the Adviser who are primarily responsible for the day to day
management of the Fund's portfolio. Messrs. Perkins and Wolf
have held such responsibilities and have been employed by the
Adviser since the Fund's inception in 1984.
THE ADVISORY AGREEMENT. The Advisory Agreement provides
that the Adviser shall manage the investment of the assets of the
Fund, subject to the overall control of the Board of Trustees.
The monthly advisory fee payable to the Adviser under the terms
of the Advisory Agreement is computed as a percentage of the
Fund's net assets as of the close of business each day (or the
preceding business day if such day is not a business day) at an
annual rate of 1%, which is higher than that paid by
most investment companies.
<PAGE>
The Advisory Agreement also provides that the Adviser shall
bear the following expenses relating to the Fund's operations:
(i) reasonable compensation of interested officers, Trustees and
other personnel of the Fund; (ii) rental of the Fund's offices
and facilities for conducting the business of the Fund; and
(iii) the expenses of promoting the sale of the Fund's shares
(other than expenses incurred in complying with federal and state
securities laws relating to the issue, offer or sale of shares of
the Fund). The Fund pays for all expenses incidental to its
organization, operations and business not specifically assumed by
the Adviser. The expenses of the Fund include, but are not
limited to, the advisory fee, interest, taxes, brokerage fees,
fees to certain Trustees, legal, accounting and printing
expenses, custodian and transfer agent expenses, share issuance
costs and certain registration costs. For the fiscal year ended
December 31, 1995, the Fund's total expenses (including the
advisory fees paid to the Adviser of 1% of average net assets)
were 1.64% of average net assets.
Under the Advisory Agreement, the total annual expenses of
the Fund (including fees paid to the Adviser, but exclusive of
taxes, interest, brokers' commissions and extraordinary charges)
are limited to the most restrictive state expense limitation
prescribed by any state in which shares of the Fund are offered
for sale to the public, as set forth in the Additional Statement.
The Fund's expenses did not exceed such limitation for the fiscal
year ended December 31, 1995.
The Adviser also performs certain administrative and
clerical functions on behalf of the Fund, including
accounting and bookkeeping services. Under the Advisory
Agreement the Adviser may charge a fee for such services, which
fee is to be mutually agreed upon by the Adviser and the Fund.
For the fiscal year ended December 31, 1995, the Adviser did not
charge a fee for any administrative and clerical services
performed.
<PAGE>
Under the Advisory Agreement, PWM may act as the Fund's
broker for portfolio transactions subject to a determination that
it offers best price and execution and charges fair and
reasonable brokerage commissions. For the fiscal year ended
December 31, 1995, PWM executed all portfolio transactions
for the Fund consistent with the Fund's policy of obtaining best
price and execution. During such period, PWM did not provide
soft dollar services to the Fund (i.e., services other than
execution services). The Additional Statement contains
additional information about the Advisory Agreement, including a
more complete description of the advisory fee, expense
arrangements, and brokerage provisions and practices of the Fund.
PERSONAL INVESTING. The Fund permits investment and other
personnel to purchase and sell securities for their own accounts,
subject to the Fund's Code of Ethics (the "Code of Ethics").
The Code of Ethics includes many of the ethics principles
recommended by the Investment Company Institute's 1994 Advisory
Group on Personal Investing. For example, during a two day
"blackout" period prior to a securities trade by the Fund, the
Code of Ethics prohibits securities trades by Fund personnel in
securities which the Fund proposes to buy or sell. Further, the
Fund requires investment and other personnel to at all times
conduct their personal investment activities in a manner which
places the interest of the Fund and its shareholders first.
HOW TO OPEN AN ACCOUNT
ESTABLISHING YOUR ACCOUNT. In order to establish a new
account with the Fund, read and carefully complete the
appropriate sections of the Application included in this
Prospectus. Upon completion of the Application, sign and forward
it to either PWM or the Fund depending upon your state
of residency as indicated below. In most states, the Fund's
shares may be purchased from the Fund, which currently
distributes its own shares, or through securities dealers
selected by the Fund. If you are not a resident of the State of
Texas and desire to make an initial investment, mail your
application and check to The Omni Investment Fund at 53 West
Jackson Boulevard, Suite 818, Chicago, Illinois 60604. Texas
residents may purchase shares only from PWM or another securities
dealer that is registered as such in Texas. Texas residents who
wish to make an initial investment should mail their application
and check to Perkins, Wolf, McDonnell & Co., 53 West Jackson
Boulevard, Suite 818, Chicago, Illinois 60604.
The Fund charges no sales load or fee for purchases.
Securities dealers may charge a fee for handling purchase
transactions but such charge can be avoided by purchasing shares
directly from the Fund. All purchases should be made in U.S.
dollars and checks should be drawn on U.S. banks. Cash will not
be accepted. No share certificates will be issued unless
specifically requested in writing by an investor.
RETIREMENT PLANS. If you are eligible, you may set up your
account under a tax sheltered retirement plan. These plans let
you save for retirement and shelter your investment income from
current income taxes. A contribution to these plans may be
deductible from your taxable income, depending upon your personal
tax situation. Distributions from these plans are generally
subject to ordinary income tax and may be subject to an
additional 10% tax if withdrawn prior to age 59 1/2. However,
you must start withdrawals no later than April 1 of the year
after you reach age 70 1/2.
The following is a summary of types of plans and does not
constitute tax advice. You may wish to consult your tax advisor
if you are interested in any of these plans.
Bullet INDIVIDUAL RETIREMENT ACCOUNT: If you are
under age 70 1/2, you can contribute up to the lesser of
$2,000 or 100% of your compensation annually to an IRA.
<PAGE>
If your spouse is not employed, you can contribute up to
$2,250 annually to two IRAs in any manner, as long as no more
than $2,000 is contributed to a single plan. Contributions to
IRAs are tax deductible only if you and your spouse are not
covered by existing qualified retirement plans or, if covered,
your income does not exceed certain amounts.
However, whether your contributions are deductible or not,
the income and capital gains generated in your IRA are not taxed
until they are withdrawn.
Bullet SIMPLIFIED EMPLOYEE PENSION PLAN: This is an
arrangement that allows employers (including sole proprietors) to
make contributions toward their own and their employees'
retirement without becoming involved in more complex retirement
plans.
A SEP requires an IRA (a SEP IRA) to be set up for each SEP
participant.
Bullet PROFIT SHARING OR MONEY PURCHASE PENSION PLAN:
These plans are open to corporations, partnerships and sole
proprietors to benefit their employees and themselves.
MINIMUM INVESTMENT. The minimum initial investment is
$3,000 for individuals and $1,000 for IRA's and other qualified
retirement plans. Unless effected through the Automatic
Investment Plan, subsequent purchases must be in the amount of
$1,000 or more and may be made by forwarding payment to
the Fund or eligible securities dealers, including the names of
all account owners and the account number. The Fund may waive the
minimum investment requirement if, in its sole discretion, the
circumstances merit such a waiver.
AUTOMATIC INVESTMENT PLAN. In January of 1995,
the Fund implemented an Automatic Investment Plan. The Fund
hopes that this convenient service will provide you with an easy
and systematic approach to investing. Through the Automatic
Investment Plan, shares are purchased on a quarterly or monthly
basis by the automatic transfer of funds by the Fund's
broker dealer, PWM, from your savings, checking or NOW accounts.
The Fund charges no fee for this service. The minimum quarterly
or monthly purchase is $100. All transfers take place on the
fifteenth (15th) day of the month or calendar quarter in
accordance with your election, or, in each case, within two (2)
business days thereafter. IRA contributions apply as current
year purchases and may not be used for prior year contributions.
The Automatic Investment Plan is only available to shareholders
of the Fund (i.e., persons who have already made the minimum
investment of $3,000) whose financial institution is a member of
the Automated Clearing House. In order to participate, complete
the Automatic Investment Plan section of the Application included
in this Prospectus and submit it to the Fund along with a
cancelled check or withdrawal slip (depending on the type
of account from which funds will be transferred). Applications
must be received fifteen (15) days prior to the first
transfer. If a transfer cannot be made due to insufficient funds
or a stop on the transfer, a fee will be assessed.
<PAGE>
To summarize, in order to take advantage of this service,
you must meet the following requirements:
(1) Your bank must be a member of the Automated Clearing
House (ACH);
(2) If the transfer of your funds is from a checking
account, the Application included in this Prospectus
must be accompanied by a "voided check";
(3) If the transfer of your funds is from a savings
account, the Application included in this Prospectus must be
accompanied by a "deposit slip" or "withdrawal slip";
(4) The Application must be received at least fifteen (15)
business days prior to initial transaction; and
(5) You must have already invested at least $3,000 (for an
individual) or $1,000 (for an IRA or other qualified retirement
plan).
If you desire to terminate your participation in the
Automatic Investment Plan, you must send a written termination
request to Perkins, Wolf, McDonnell & Co., 53 West Jackson
Boulevard, Suite 818, Chicago, Illinois 60604. Please allow five
(5) business days for the termination to become effective.
NET ASSET VALUE. Shares are sold at their net asset value
per share ("NAV"). The NAV is determined as of 3:00 p.m.,
Chicago time, each day the New York Stock Exchange is open for
business. NAV is determined by dividing the value of the Fund's
net assets by the number of shares outstanding. Securities are
valued at market value or, if quotations are not readily
available, at their fair value determined in good faith by the
Board of Trustees. Further details are set forth under
"Purchase, Redemption and Pricing of Shares" in the Additional
Statement.
All purchase orders received by the Fund at its address in
Chicago, Illinois, are processed at the NAV next determined (as
described above) after your order is received and accepted by the
Fund. Purchase orders received and accepted on other than a
regular business day will be executed on the next succeeding
regular business day. The Fund, in its sole discretion, may
accept or reject any order for the purchase of its shares.
The sale of shares will be suspended during any period in which
the determination of NAV is suspended and may be suspended by the
Board of Trustees whenever the Board of Trustees deems it in the
best interest of the Fund to do so.
<PAGE>
HOW TO REDEEM SHARES
You may redeem all or any portion of your shares (whether or
not represented by certificates) in writing or by telephone.
IN WRITING. To redeem all or part of your shares by
writing, you must send the following items to the Fund, which
acts as its own transfer agent, at 53 West Jackson Boulevard,
Suite 818, Chicago, Illinois 60604:
(a) A written request for redemption (in substantially
the same form of Redemption Request included in this Prospectus)
signed by all registered owners exactly as the account is
registered (including fiduciary titles, if any) and specifying
the account number and the number of shares or the dollar amount
of the number of shares to be redeemed;
(b) A guarantee of all signatures on the written request
or on the share certificate or accompanying stock power, by a
member of a national securities exchange, U.S. commercial bank or
trust company, a federally-chartered savings and loan association
or a foreign bank having a U.S. correspondent bank;
(c) Any share certificates issued for any of the shares
to be redeemed; and
(d) Any additional documents which may be required by the
Fund (i) for redemption by corporations, partnerships or other
organizations, executors, administrators, trustees, custodians or
guardians or (ii) if the redemption is requested by anyone other
than the shareholder(s) of record. Transfers of shares
are subject to the same requirements. To avoid delay in
redemption or transfer, shareholders having any questions about
these requirements should contact the Fund in writing or by
calling (312) 922-0431 or (800) 223-9790 before submitting a
request. REDEMPTION OR TRANSFER REQUESTS WILL NOT BE HONORED
UNTIL ALL REQUIRED DOCUMENTS IN THE PROPER FORM HAVE BEEN
RECEIVED BY THE FUND.
BY TELEPHONE. Shares in non-retirement accounts may be
redeemed by telephone if this option has been pre-established in
writing. Proceeds of the redemption will be mailed by check to
the account name(s) and address exactly as registered. To
receive a specific day's NAV, your call must be received before
the close of the New York Stock Exchange on that day.
If you are opening a new account, you may establish this
option by completing the appropriate section of the Application
included in this Prospectus. If you would like to establish this
option on an existing account, please call (800) 223-9790 for
additional information and the proper form.
<PAGE>
The Fund disclaims responsibility for the authenticity of
instructions received by telephone. You should be aware that by
electing the telephone redemption option, you may be giving up a
measure of security that you may have if you were to redeem your
shares in writing, and that you will bear the risk of any
resulting losses. As of the date of this Prospectus, the staff
of the SEC is considering the propriety of this type of policy
for the entire mutual fund industry. The Fund reserves the right
to record all telephone conversations.
HOW TO OBTAIN A SIGNATURE GUARANTEE. A signature guarantee
assures that a signature is genuine. The signature guarantee
protects shareholders from unauthorized account transfers. The
following financial institutions may guarantee signatures: banks,
savings and loan associations, trust companies, credit unions,
broker dealers and member firms of a national securities
exchange. Call your financial institution to see if they
have the ability to guarantee a signature. A SIGNATURE GUARANTEE
MAY NOT BE PROVIDED BY A NOTARY PUBLIC. If you live outside the
United States, a foreign bank properly authorized to do business
in your country of residence or a U.S. consulate may be able to
authenticate your signature.
INVOLUNTARY REDEMPTION. The Fund may involuntarily redeem
small accounts (valued at less than $500) and may redeem shares
in amounts sufficient to compensate the Fund for any loss due to
cancellation of a share purchase. The Fund may implement this
involuntary redemption feature in the event the aggregate NAV of
the shares held in the account is less than $500 as a result of
redemptions and/or transfers. For further information, see the
Additional Statement.
PAYMENT FOR REDEEMED SHARES
Your shares will be redeemed at the NAV next determined
after the receipt of a request in proper form or via telephone.
The market value of the securities in the Fund's portfolio is
subject to daily fluctuations, and the NAV of the Fund's shares
will fluctuate accordingly. Therefore, the value of your shares
upon redemption may be more or less than their cost. Under the
Internal Revenue Code of 1986, as amended (the "Revenue Code"),
the Fund may be required to impose "backup" withholding of
Federal income tax at the rate of 31% from dividends,
distributions and redemption proceeds if you have not furnished
the Fund with a properly completed Form W-9 certifying your
correct tax identification number (social security number for an
individual) or have not complied with provisions of the Revenue
Code relating to reporting dividends. The appropriate taxpayer
identification number must be furnished on your Application for
the purchase of Fund shares. A redemption of Fund shares is
treated as a sale for Federal income tax purposes. You have gain
or loss based on the difference between the amount received for
the shares upon redemption and the tax basis for such shares
(typically, their cost).
<PAGE>
Payment for shares redeemed will ordinarily be made in cash
within five (5) business days after the Fund's receipt of
redemption instructions in proper form or via telephone, except
under unusual circumstances as more fully set forth below.
Redemption of shares which were recently purchased will also be
priced at the NAV next determined after receipt of a request in
proper form, although under certain circumstances (e.g., if
shares were purchased by personal check) redemption payments may
be delayed until the purchase check has cleared, which may take
up to fifteen (15) days or more in order to permit a
determination whether the purchase payment will be honored.
Such determination may be made by telephone or written
confirmation to the Fund by the bank on which the purchase
payment was drawn, which must be arranged by the redeeming
shareholder and must be satisfactory to the Fund.
Shareholders can avoid any delay in redemption payments
by purchasing shares with a certified or cashier's check.
The Fund charges no fee for redemptions. Subject to
applicable law, securities dealers may charge a fee for handling
redemption transactions but such charge can be avoided by
requesting redemptions directly through the Fund.
The Fund has elected to be governed by Rule 18f-1 under the
Investment Company Act of 1940 pursuant to which the Fund is
obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net asset value of the Fund during any
ninety (90) day period for any one (1) shareholder. Should
redemptions by any shareholder exceed such limitation, the Fund
will have the option of redeeming the excess in cash or in
kind. Redemptions in kind will be made in readily marketable
securities. If shares are redeemed in kind, the redeeming
shareholder might incur brokerage costs in converting the assets
to cash.
REPURCHASE FROM SECURITIES DEALERS. The Fund will
repurchase its shares at the NAV from authorized securities
dealers. The repurchase price will be the NAV next computed
after the receipt of an order placed by an authorized securities
dealer, except that orders received after 3:00 p.m., Chicago
time, on a day the New York Stock Exchange is open for business
will be processed at that day's NAV only if such orders
were received by the securities dealer from its customer prior to
such time.
DIVIDENDS AND DISTRIBUTIONS
The Fund makes annual distributions of substantially all of
its net investment income and net realized capital gains.
Distributions are normally declared and payable to shareholders
in December, but the Board of Trustees may declare dividends of
net investment income more frequently. Distributions are made on
a per share basis. When you fill out the Application for your
account, you may choose to reinvest your dividends or to receive
a cash payment. All dividends and capital gains distributions
will be automatically reinvested in Fund shares at their NAV, as
of a date selected by the Board of Trustees, if you do not
request in writing that the Fund pay dividends and capital gains
distributions to you in cash. That request must be received
prior to the record date to be effective as to the next
dividend and/or distribution. You may change your dividend
distribution option at any time by writing the Fund. Any request
for a change of your distribution option with respect to a
subsequent distribution by the Fund must be received prior to the
record date for such distribution.
<PAGE>
HOW DISTRIBUTIONS AFFECT NAV. Distributions are paid to
shareholders as of the record date of the distribution of the
Fund, regardless of how long the shares have been held.
Dividends and capital gains awaiting distribution are included in
the Fund's NAV. After every distribution, the value of a share
drops by the amount of the distribution (net of any subsequent
market fluctuations). If you purchase shares shortly before a
distribution, you will pay the full price for the shares and may
then receive some portion of the price back as a taxable dividend
or capital gain.
TAXES
The following discussion relates solely to Federal, but not
state and local, income tax. It is not intended to be
exhaustive. A qualified tax adviser should be consulted.
TAXPAYER IDENTIFICATION NUMBERS. On the Application, you
must furnish the Fund with your taxpayer identification number
and certify whether or not you are subject to backup withholding,
under penalties of perjury as prescribed by the Revenue Code and
regulations. Dividends and capital gains distributions in an
account without proper certification will be subject to a 31%
federal backup withholding.
TAX STATUS OF THE FUND. Because of its distribution policy
the Fund expects to qualify as a "regulated investment company"
under the Code, and will not be subject to any federal income or
excise taxes on any net investment income or net capital gain
which is distributed. The Fund so qualified during its past
fiscal year and intends to qualify in current and future years.
However, the Code contains a number of tests relating to such
qualification which the Fund might not meet in any particular
year. For example, if the Fund derives 30% or more of its gross
income from the sale of stock or securities held less than three
(3) months, it will fail to qualify. If it does not so qualify,
the Fund will be treated for tax purposes as an ordinary
corporation which would cause, among other things, the Fund to be
taxed on its income without a tax deduction for dividend payments
<PAGE>
or capital gains distributions made to its shareholders which
could reduce the cash otherwise available for distribution to
shareholders. Even if the Fund qualifies as a "regulated
investment company" in a given year, it could be subject to
income tax and/or excise tax if it fails to make certain levels
of distributions during such year.
TAX STATUS OF THE FUND'S DIVIDENDS AND DISTRIBUTIONS. All
dividends and capital gains distributions are subject to taxes
(except for shareholders exempt from income tax) regardless
of whether such dividends and distributions are received in cash
or reinvested in additional shares, and the length of time the
shares have been held. Long-term capital gain distributions are
taxable either at ordinary income rates or at a rate no higher
than 28%, depending on the tax status of the shareholder.
Dividends paid by the Fund which are derived from net investment
income or net short term capital gains are taxable as ordinary
income, whether received in cash or reinvested in additional
shares. Long-term capital gain distributions, if any, are
taxable as long-term capital gains, whether received in cash or
reinvested in additional shares and without regard to how long
you have held your shares in the Fund. Depending upon the
composition of the Fund's income, all or a portion of the
dividends derived from net investment income may qualify for the
dividends received deduction allowable to certain corporations.
Dividends and distributions paid by the Fund may also be subject
to state and local taxes. Shareholders receive full information
regarding the amount and nature of their dividends and capital
gains distributions for tax purposes around January 31 of each
year.
Certain shareholders may be subject to 31% backup
withholding on reportable dividends, capital gains distributions
and redemption payments. For further information, see "Payment
for Redeemed Shares" and "Taxes-Taxpayer Identification Numbers"
above.
The foregoing summarizes some of the important Federal tax
considerations generally affecting the Fund and its shareholders
and is not intended as a substitute for careful tax planning.
Prior to investing in shares of the Fund, prospective
shareholders should consult their tax adviser concerning the
Federal, state and local tax consequences of such an investment.
ADDITIONAL INFORMATION
CAPITALIZATION. The Fund is a Massachusetts business trust
organized on April 20, 1990. On May 18, 1990, the Fund assumed
all of the assets and liabilities of its predecessor, a Delaware
corporation organized in November 1984. All references in this
Prospectus to the Fund and all financial and other information
about the Fund prior to May 18, 1990 are to the Fund as a
Delaware corporation, and all references after May 18, 1990
are to the Fund as a Massachusetts business trust. The Fund is
registered as an open-end, non-diversified investment company
under the Investment Company Act of 1940. Such registration,
however, does not involve supervision or management of investment
practices and policies by the SEC.
The Fund is authorized to issue an unlimited number of
shares of beneficial interest having a par value of $0.01 per
share, which may be issued in any number of series. The Fund is
the first (and currently the only) such series. Shares of each
series are freely transferable, are entitled to dividends as
declared by the Trustees and, in liquidation, are entitled to
receive the net assets of their series, but not of any other
series. Although all Fund shares issued pursuant to this
offering are redeemable at any time (as described above), shares
held by residents of certain states may be subject to transfer
restrictions. When issued, shares are fully paid and
non-assessable, and have no preemptive, subscription or
cumulative voting rights.
CERTAIN SHAREHOLDERS. On March 31, 1996, there were
2,030,758 Fund shares outstanding, of which the Trustees and
officers of the Fund as a group beneficially owned 76,542
(3.8%). The only beneficial owner of 5% or more of the Fund's
outstanding stock as of that date was United Missouri Bank of
Kansas City, N.A., as trustee of the Kansas City Southern
Industries, Inc. Profit Sharing Trust.
VOTING RIGHTS. Each share is entitled to one vote. The
Fund is not required to hold annual shareholder meetings.
However, special meetings of the shareholders may be called for
purposes such as electing or removing Trustees, terminating or
reorganizing the Fund, changing fundamental policies or voting on
matters when required by the Investment Company Act of 1940, the
Fund's organizational documents or the Board of Trustees.
Shareholders are entitled to cast one vote for each share they
own. The Fund does not presently intend to hold annual
shareholder meetings (except as required by the Investment
Company Act of 1940).
CUSTODIAN AND TRANSFER AGENT. The Fund has been deemed a
self-custodian pursuant to the rules promulgated under the
Investment Company Act of 1940 because the Adviser acts as the
Fund's custodian. The Fund acts as its own transfer agent and
dividend disbursing agent.
INFORMATION FOR SHAREHOLDERS. Any inquiry regarding the
Fund or the status of your account can be made to the Fund by
mail or by telephone at the address or telephone numbers
appearing on the cover of this Prospectus.
ACCOUNT ADDRESS AND NAME CHANGES. To change the address on
your account, you may call the Fund or send a written request
signed by all registered owners of your account. Please include
<PAGE>
your account number(s), the name(s) on the account and both the
old and new addresses. Within the first ten (10) days of an
address change, all redemption requests must be in writing and
must be accompanied by a signature guarantee.
STATEMENTS AND REPORTS. Following any purchase or
redemption, you will receive a statement confirming the
transaction and stating the total number of shares owned and
their net asset value. Annual audited and semi-annual unaudited
financial statements, which include a list of investments held by
the Fund, will be sent to you. You will also receive a monthly
statement of account. Generally, a statement with tax
information will be mailed to you on or before January 31 of each
year, a copy of which will also be filed with the Internal
Revenue Service. To reduce expenses, only one copy of most Fund
reports (such as the Funds' Annual Report) may be mailed to all
accounts with the same Social Security number. Upon request, such
reports will be mailed to all accounts in the same household.
TEMPORARY SUSPENSION OF SERVICES. The Fund may temporarily
suspend telephone transactions and other shareholder services
described in this Prospectus upon reasonable notice or to the
extent that any circumstance reasonably beyond the control of the
Fund materially hampers the provision of such services.
REGISTRATION STATEMENT. This Prospectus and the separate
Additional Statement do not contain all the information set forth
in the Registration Statement filed by the Fund with the SEC.
Copies of the Registration Statement may be obtained at the
offices of the SEC in Washington, D.C. by paying the charges
prescribed under SEC rules and regulations. The Additional
Statement included in such Registration Statement
may be obtained from the Fund without charge.
<PAGE>
EXHIBIT A
GLOSSARY OF TERMS
ADVISOR The management company employed by a mutual fund
that is responsible for making investment
decisions.
APPRECIATION An increase in an investment's value.
BULL MARKET A period where security prices are generally
rising on a market index.
CAPITAL GAIN A gain realized only from sale or exchange of
capital assets. The gain is the difference
between the cost or the adjusted basis of an
asset and the net proceeds from the sale or
exchange of such asset.
COMMON STOCK Common stock represents a share of ownership in
a company, and usually carries voting rights and
earns dividends. Unlike preferred stock,
dividends on common stocks are not fixed but are
declared at the discretion of the issuer's board
of directors.
COMPOUNDING A method of enhancing capital accumulation. For
example, if you have invested $1,000 earning 5%
a year, after one year, you will have $1,050
($1,000 x 5%). Assuming you reinvest the $1,050
during the second year, your earnings will be
based on the $1,050 ($1,000 initial investment
plus the $50 earned interest in the first year).
DEBENTURE A promissory note or bond backed by the general
credit or earning history of a corporation and
usually not secured by a mortgage or lien on any
specific property; e.g., an unsecured bond.
Holders of corporate debentures are creditors of
the corporation and entitled to payment before
shareholders upon dissolution.
DISTRIBUTION A direct or indirect transfer of money or other
property by a corporation (except its own
shares) or incurrence of indebtedness by a
corporation to or for the benefit of its
shareholders in respect of any of its shares. A
distribution may be in the form of a declaration
or payment of a dividend; a purchase, redemption
or other acquisition of shares; a distribution
of indebtedness; or otherwise.
DIVERSIFICATION The policy of mutual funds to spread investments
among a number of different securities to reduce
risk.
DIVIDENDS The distribution of current or accumulated
earnings to the shareholders of a corporation
pro rata based on the number of shares owned.
DOW JONES The most widely recognized and used market
INDUSTRIAL indicator, composed of 30 actively traded
AVERAGE companies.
<PAGE>
EXPENSE RATIO The mutual fund's cost of doing business,
usually expressed as a percentage of net assets.
INVESTMENT A general term that refers to open- and closed
COMPANY -end mutual funds. Both are professionally
managed portfolios of investments and regulated
by various agencies.
INVESTMENT The goal of the mutual fund (i.e., capital
OBJECTIVE appreciation, income, long-term growth).
MARKET RISK The possibility of a decline in the price of a
specific security or other asset. It refers to
the loss that a holder of an investment may have
to assume at the time of its sale.
NET ASSET VALUE The value of a share of stock in a mutual
fund. The net asset value is arrived at by
deducting total liabilities (accounts payable,
notes payable, etc.) from total assets (cash,
securities, etc.) and dividing such amount by
the number of shares outstanding.
NO-LOAD FUND A mutual fund that does not impose a front-end
or back-end sales charge.
NON-DIVERSIFIED A mutual fund that is not restricted in its
FUND choice of securities or the concentration
in any one industry. For example, a fund that
invests in a single country, a specific industry
or types of securities (such as a mutual bond
fund).
OPEN-END FUND A mutual fund that issues an indefinite number
of shares and is ready to redeem (buy back) its
shares on demand.
OPTIONS The right, but not the obligation, to buy or
sell a specified amount of securities or other
assets on or before a fixed date at a
predetermined price.
PORTFOLIO A measurement of the trading activity on the
TURNOVER RATE Fund's portfolio of investments.
PRINCIPAL The initial amount of money you invest.
REDEMPTION PRICE The amount per share (shown as the "bid" price
in newspaper tables) that mutual fund
shareholders receive when they liquidate their
shares.
RUSSELL 2000 A widely recognized, unmanaged index of common
SMALL STOCK stock prices of smaller companies (i.e.,
INDEX those with a market value under $750 million)
that is commonly used to compare performance.
STANDARD & POORS A market indicator composed of 500 stocks. It
500 COMPOSITE is composed of 400 industrial stocks, 20
STOCK PRICE transportation stocks, 40 financial stocks, and
INDEX 40 public utility stocks.
STOCK An investment that represents a share of
ownership in a corporation.
TOTAL RETURN The percentage increase in the value of an
investment in a mutual fund assuming the
reinvestment of any dividend distributions.
<PAGE>
THE OMNI INVESTMENT FUND
SHARE PURCHASE APPLICATION
Date: ____________________, 19____
The Omni Investment Fund For assistance in completing
53 West Jackson Boulevard this application, please call
Suite 818 (312) 922-0431 or
Chicago, Illinois 60604 (800) 223-9790 (outside
Illinois)
1. TYPE OF ACCOUNT
___ New Account ___Existing Account#
2. AMOUNT OF INVESTMENT
$________________ (make check payable to The
Omni Investment Fund)
Initial minimum investment:
Individuals - $3,000
IRA's or Qualified Plans - $1,000
Subsequent minimum investment - $1,000
3. DIVIDENDS AND DISTRIBUTIONS
___Reinvest ___Cash
Dividends and Distributions will be automatically reinvested in
additional Fund shares unless you check the box to indicate that
they should be paid to you in cash.
4. SHARE REGISTRATION
___Individual _________________________________
Name
___Joint Owner, if any _________________________________
___Gift to Minor _________________________________
Name of Custodian
as custodian for _________________________________
Name of Minor
___Other _________________________________
_________________________________
Name of corporation, partnership
or trust, etc.
Address* _________________________________
_________________________________
Phone Number (___)____ Social Security or Taxpayer I.D.#_________
* The Fund can maintain only one address for each account.
<PAGE>
5. AUTOMATIC INVESTMENT PLAN
Amount to be deducted $______________ ($100 minimum)
Frequency (check one only):
___ Monthly. Please transfer the above amount on the 15th of
each month or within two business days thereafter.
___Quarterly. Please transfer the above on the 15th of March,
June, September, and December, or within two business days
thereafter.
_____________________________
Starting Month/Year
_____________________________ ______________________________
Fund Acct. No. Name on Fund Account Co/Owner
(if any)
_____________________________ ______________________________
Address* Your Daytime Phone
______________________________________________________________
City State Zip
AUTHORIZATION TO MY BANK
I (we) authorize you via the Automated Clearing House network to
honor all debit entries initiated monthly/quarterly through
Perkins, Wolf, McDonnell & Company. All such debits are subject
to sufficient collected funds in my account to pay the debit when
presented. I (we) agree that your treatment of each entry and
your rights to respect it shall be the same as if it were signed
personally by me. I further agree that if any such entries are
dishonored with good and sufficient cause, you shall be under no
liability whatsoever.
_________________________________________________________________
Bank Name Bank Address
_________________________________________________________________
_________________________________________________________________
Type of Account Bank Account Number
_________________________________________________________________
_________________________________________________________________
Owner of Bank Account Signature of Owner
_________________________________________________________________
Joint Owner (if any) Signature of Joint Owner
Please attach a voided, unsigned check or savings deposit (or
withdrawal) slip for the bank account to be debited.
6. TELEPHONE REDEMPTION OPTION
I (we) authorize The Omni Investment Fund to act upon my (our)
telephone instructions to redeem shares from this account:
______________________________________________________________
Owner of Fund Account Signature
______________________________________________________________
Joint Owner of Fund Account Signature
The proceeds of any redemption may be mailed only to the name and
address in which your Omni Investment Fund account is registered.
7. SIGNATURE
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF A CURRENT PROSPECTUS
OF THE FUND. BY SIGNING THIS APPLICATION, THE UNDERSIGNED
CERTIFIES UNDER PENALTY OF PERJURY (1) THAT THE NUMBER SHOWN ON
THIS FORM IS HIS/HER/ITS CORRECT TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER AND (2) THAT HE/SHE/IT IS NOT SUBJECT TO
BACKUP WITHHOLDING BECAUSE (A) HE/SHE/IT HAS NOT BEEN NOTIFIED
THAT HE/SHE/IT IS SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF
FAILURE TO REPORT ALL INTEREST OR DIVIDENDS OR (B) THE INTERNAL
REVENUE SERVICE HAS NOTIFIED HIM/HER/IT THAT HE/SHE/IT IS NO
LONGER SUBJECT TO BACKUP WITHHOLDING. (NOTE: YOU MUST CROSS OUT
ITEM (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE INTERNAL REVENUE
SERVICE THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING.)
The undersigned acknowledges that this application to purchase
shares will not be approved by the Fund until the shares are
registered or determined to be exempt from registration in the
undersigned's state of residence.
___ The undersigned has read and understands the conditions of
The Omni Investment Fund Automatic Investment Plan and
understands that this plan may be terminated or modified at any
time without notice by The Omni Investment Fund. [Check only if
enrolling in the Automatic Investment Plan.]
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO
ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION
REQUIRED TO AVOID BACKUP WITHHOLDING.
_____________________________________________________
(Signature of individual or authorized representative)
______________________________________________________
(Signature of Joint Owner, if any)
<PAGE>
THE OMNI INVESTMENT FUND
FORM OF WRITTEN REDEMPTION REQUEST
Date: ____________________, 19____
The Omni Investment Fund For assistance in completing
53 West Jackson Boulevard this form, please call
Suite 818 (312) 922-0431 or
Chicago, Illinois 60604 (800) 223-9790 (outside
Illinois)
Re: Redemption of Shares
Dear Sir/Madam:
The undersigned, a shareholder of The Omni Investment Fund,
a Massachusetts business trust (the "Fund"), hereby requests that
[__________________ shares of the Fund] OR [shares of the
Fund with a net asset value upon redemption of $_______________]
be redeemed at the net asset value next computed after your
receipt of this request.
This request has been signed by the undersigned exactly as
the shares to be redeemed have been registered, with signature(s)
guaranteed by a U.S. commercial bank or trust company,
a federally chartered savings and loan association, a foreign
bank having a U.S. correspondent bank or a member of a national
securities exchange. (All fiduciaries and other representatives
must sign in their respective capacities and, in so signing,
individually represent and warrant their authority to do so.)
Date: _________________
Print names of redeeming shareholders
_________________________________________________________________
Signature guarantee*
Signature(s) of redeeming shareholder(s) or duly authorized
representative(s)
_________________________________________________________________
Signature guarantee*
Signature(s) of redeeming shareholder(s) or duly authorized
representative(s)
* If shares are represented by one or more share
certificates, all such certificates must be enclosed with this
request AND either they must be signed with signatures guaranteed
(as provided above) or they must be accompanied by duly executed
stock powers with signatures so guaranteed.
<PAGE>
NAMES AND ADDRESSES
TRUSTEES AND OFFICERS OF THE FUND
Robert H. Perkins, President and Trustee
Gregory E. Wolf, Treasurer and Trustee
Burt W. Engelberg, Trustee
John R. Hall, Trustee
Keith L. Cook, Trustee
N. Theodore Hans, Secretary
INVESTMENT ADVISER
PERKINS, WOLF, MCDONNELL & COMPANY
53 West Jackson Boulevard
Suite 818
Chicago, Illinois 60604
CUSTODIAN OF PORTFOLIO SECURITIES
PERKINS, WOLF, MCDONNELL & COMPANY
53 West Jackson Boulevard
Suite 818
Chicago, Illinois 60604
INDEPENDENT AUDITORS
ERNST & YOUNG LLP
Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
LEGAL COUNSEL
BLACKWELL SANDERS MATHENY
WEARY & LOMBARDI L.C.
1100 Two Pershing Square
2300 Main Street
Kansas City, Missouri 64108
<PAGE>
THE OMNI INVESTMENT FUND
53 West Jackson Boulevard
Suite 818
Chicago, Illinois 60604
(312) 922-0431
(800) 223-9790
THE OMNI INVESTMENT FUND (the "Fund") is a no-load,
nondiversified mutual fund that seeks capital appreciation in
the value of its shares. The Fund seeks to achieve this
objective primarily through investment in companies that the
Fund's investment adviser believes are experiencing, or have the
potential to experience, growth in revenues, earnings or assets,
or companies that are undervalued relative to their assets. To
achieve its objective of capital appreciation, the Fund will
invest primarily in common stocks. Realization of income is only
incidental to the Fund's investment objective of capital
appreciation. There can be no assurance that the investment
objective of the Fund will be realized.
This Statement of Additional Information (the "Additional
Statement") is not a Prospectus and should be read in conjunction
with the Prospectus of the Fund dated April 30, 1996 (the
"Prospectus"), which has been filed with the Securities and
Exchange Commission (the "SEC") and can be obtained, without
charge, by calling or writing the Fund at the above telephone
number or address. This Additional Statement has been
incorporated by reference into the Prospectus and contains
additional and more detailed information about the Fund's
operations and activities than is set forth in the Prospectus.
-----------------------------
ADDITIONAL STATEMENT dated April 30, 1996.
<PAGE>
TABLE OF CONTENTS
RISK FACTORS, INVESTMENT OBJECTIVE, POLICIES AND PRACTICES
Investment in Small, Unseasoned Companies
When-Issued Securities
Stock Options
INVESTMENT RESTRICTIONS
TRUSTEES AND OFFICER
Remuneration of Trustees
Major Shareholders
INVESTMENT ADVISORY AND OTHER SERVICES
The Advisory Agreement
Advisory Fees
BROKERAGE
Provisions of the Advisory Agreement
Description of Brokerage Practices
Brokerage Commissions Paid by the Fund and Portfolio
Turnover Rates
PURCHASE, REDEMPTION AND PRICING OF SHARES
Determination of Net Asset Value Per Share
Redemptions
Cancellation of Purchase Orders
TAX INFORMATION
Tax Status of the Fund
Tax Status of the Fund's Dividends and Distributions
ADDITIONAL INFORMATION
Description of the Shares
Voting Rights
Custodian Agreement
Independent Auditors
Shareholder Liability
FINANCIAL STATEMENTS
NAMES AND ADDRESSES
<PAGE>
RISK FACTORS, INVESTMENT OBJECTIVE, POLICIES AND PRACTICES
As discussed in the Prospectus, the Fund's Board of
Trustees has voluntarily adopted the following policies and
practices which are observed in the conduct of the affairs of the
Fund. The Fund has not previously made any significant
investments of the following types, but the Fund desires to
retain the flexibility to make such investments if deemed
appropriate by the Board of Trustees. These policies differ from
fundamental investment policies in that they may be changed or
altered by action of the Board of Trustees without prior notice
to, or approval of, Fund shareholders.
INVESTMENT IN SMALL, UNSEASONED COMPANIES. The
securities of small, unseasoned companies (i.e., companies that
have limited operating histories or whose success may depend upon
the success of new products, services or processes) may have a
limited trading market, which may adversely affect their
disposition and can result in their being priced lower than might
otherwise be the case. If other investors sell their holdings of
securities of small, unseasoned companies when the Fund attempts
to dispose of its holdings of the same securities, the Fund may
receive lower prices than might otherwise be obtained. If the
Fund decides to invest in small, unseasoned companies, such
investments are not expected to exceed 5% of the Fund's net
assets.
WHEN-ISSUED SECURITIES. The Fund may from time to time
purchase or sell securities on a delayed delivery or when-issued
basis (i.e., securities may be purchased or sold by the Fund with
settlement taking place in the future, often a month or more).
The payment to be made and the interest rate received on such
securities are fixed at the time the Fund enters into the
commitment. Whenever the Fund purchases securities on a
when-issued basis it will maintain, until the settlement date,
cash or high grade short-term debt obligations in a segregated
account in an amount sufficient to meet the purchase price.
Although the Fund will generally purchase such securities with
the intention of acquiring securities for its portfolio, the Fund
may dispose of a when-issued security prior to settlement, if the
Fund's investment adviser, Perkins, Wolf, McDonnell & Company
(the "Adviser"), deems it appropriate to do so. While there are
no limitations on the portion of the Fund's assets which
may be invested in when-issued securities, such investments are
not expected to exceed 5% of the Fund's net assets.
STOCK OPTIONS. In order to protect the Fund against
declines in the prices of securities held by it or against
increases in the prices of securities it intends to purchase, the
Fund may purchase and write standardized put and call options
which are traded on national securities exchanges or through the
quotations system operated by the National Association of
Securities Dealers ("NASDAQ"), to the extent set forth below,
<PAGE>
subject to obtaining all necessary approvals from state
regulatory authorities. If the Fund decides to purchase or write
standardized put and call options, such investments are not
expected to exceed 5% of the Fund's net assets.
A call option gives the purchaser of the option, in
return for a premium paid, the right to buy the security
underlying the option at a specified price at any point during
the term of the option. The seller (the "writer") of the call
option who receives the premium has the obligation to sell the
underlying security to the purchaser at the exercise price during
the option period upon receipt of an exercise notice. A put
option gives the purchaser thereof the right to sell and the
writer the obligation to buy the security underlying the option
at the exercise price during the option period.
A writer of an option may terminate the obligation to
purchase (in the case of a put option) or sell (in the case of a
call option) prior to expiration of the option by making an
offsetting purchase of an identical option (a "closing purchase
transaction"). Similarly, the buyer of an option may, prior to
expiration, terminate his position by making an offsetting sale
of an identical option (a "closing sale transaction"). A closing
purchase or sale transaction cancels out an investor's previous
position as the writer or the holder of an option.
Covered call options on stock are options written against
stock owned by the Fund. Put options written on individual stocks
or stock indices are covered if the Fund (i) maintains
cash, U.S. Treasury bills or other high grade, short-term debt
obligations with a value at least equal to the exercise price in
a segregated account with its custodian or (ii) buys and holds,
on a share-for-share basis, a put option on the same security
where the exercise price of the put option held by the Fund is
equal to or greater than the exercise price of the put written by
the Fund. When the Fund writes a call option on a stock index,
it will segregate in a separate account either cash, U.S.
Treasury bills or other high grade short-term obligations with a
value at least equal to its obligation under the option, should
the option be exercised, or securities qualified to serve as
"cover" under applicable rules of the national securities
exchanges with a value at least equal to the value of the index
times the multiplier. The Fund will not write uncovered options.
USES OF OPTIONS. The Fund may purchase call options in
order to lock in the price of securities it intends to purchase
in the future and thus protect the Fund against substantial
increases in the prices of such securities. Conversely, the
Fund may purchase put options in order to protect against
declines in the market value of securities held in its portfolio.
The Fund may write covered call options to protect its own return
on portfolio securities. To the extent of the option's premium,
a call option written by the Fund serves as a hedge against a
<PAGE>
decline in price of the underlying security. Finally, the Fund
may write covered put options to in effect lock in a price at
which the Fund may purchase a security. Under such circumstances
the Fund would write a covered put option at an exercise price
which, when reduced by the premium received on the option (and
the applicable transaction costs), would reflect the amount the
Fund is willing to pay for the security.
RISKS OF OPTIONS. The purchase and writing of stock
options involve certain risks. The purchase of put and call
stock options can afford the Fund the opportunity to profit from
favorable movements in the price of an underlying stock to a
greater extent than if transactions were effected in the stock
directly. However, if the stock does not move in the anticipated
direction during the term of the option in an amount greater than
the premium paid for the option, the Fund may lose a greater
percentage of its investment than if the transaction were
effected in the stock. In addition, there can be no assurance
that either a closing purchase or a closing sale transaction can
be effected.
By writing a covered call option, the Fund will have,
in return for the premium received, given up the opportunity to
profit from a price increase in the underlying stock above the
exercise price as long as its obligation as a writer continues
but will have retained the risk of loss should the price of the
stock decline. As a put writer, the Fund will assume the risk
that the underlying stock may fall below the exercise price, in
which case the Fund may be required to purchase the stock at a
higher price than the market price of the security.
REGULATORY ASPECTS OF OPTIONS TRANSACTIONS. Transactions
in options by the Fund are subject to limitations established by
each of the securities exchanges governing the maximum number of
options which may be written or held by a single investor or
group of investors acting in concert, regardless of whether the
options were written or purchased on the same or different
exchanges or are held in one or more accounts or through one or
more different exchanges or through one or more brokers. Thus,
the number of options which the Fund may write or hold may be
affected by options written or held by other entities, including
other investment companies having the same or an affiliated
investment adviser. A securities exchange may order the
liquidation of positions found to be in violation of these limits
and may impose certain other sanctions.
TAX ASPECTS OF OPTIONS TRANSACTIONS. The Fund intends
to qualify as a "regulated investment company" under the Internal
Revenue Code of 1986, as amended (the "Code"). One of the tests
for such qualification is that at least 90% of its gross income
must be derived in a tax year, among other things, from
dividends, interest and gains from the sale or other disposition
of stock or securities. Another test is that less than 30% of
<PAGE>
its gross income must be derived in a tax year from gains
realized on the sale or other disposition of stock or securities
held for less than three (3) months.
In connection with both the 30% and 90% tests, income
and gains from options and futures is "income from the sale or
other disposition of stock or securities," as defined in the
Code. Under the Code, 60% of any gain or loss from non-equity
options will be treated as long-term capital gain or loss and 40%
of any gain or loss will be treated as short-term gain or loss.
Non-equity options may include additional options held by the
Fund other than options relating to common stocks. Profits from
holding options on common stocks will be short-term capital gain.
Due to the 30% limitation, the Fund will limit the
extent to which it engages in the following activities, but will
not be precluded from engaging in: (i) selling investments held
for less than three (3) months, whether or not they were
purchased on the exercise of a call option held by the Fund;
(ii) writing or purchasing call options on investments held for
less than three (3) months; (iii) purchasing call or put options
which expire in less than three (3) months; (iv) effecting
closing transactions with respect to call or put options
purchased less than three (3) months previously; and
(v) exercising put or call options held by the Fund for
less than three (3) months.
INVESTMENT RESTRICTIONS
The Fund's significant investment restrictions are set
forth in the Prospectus. The following are also fundamental
policies and, together with the fundamental policies described
in the Prospectus, cannot be changed without the approval of the
holders of a majority of the outstanding voting securities of the
Fund. A majority of the outstanding voting securities means
(a) more than 50% of the outstanding voting securities or (b) 67%
or more of the voting securities represented at a meeting where
more than 50% of the outstanding securities are represented,
whichever is less. Under these additional restrictions, the Fund
cannot:
(1) Issue senior securities as defined in the
Investment Company Act of 1940;
(2) Invest in companies for the purpose of
acquiring control or management thereof;
(3) Invest or hold securities of any issuer if the
officers and Trustees of the Fund and its Adviser own
individually more than one-half (1/2) of 1% of the securities of
such issuer or together own more than 5% of the securities of
such issuer;
<PAGE>
(4) Invest in other investment companies, except
in connection with a plan of merger, consolidation,
reorganization or acquisition of assets, or in the open market
involving no commission or profit to a sponsor or dealer (other
than a customary broker's commission);
(5) Participate on a joint or joint and several
basis in any trading account in securities;
(6) Purchase securities of any company with a
record of less than three (3) years continuous operation
(including that of predecessors) if such purchase would cause the
cost of the Fund's investments in all such companies to exceed 5%
of the Fund's total assets;
(7) Invest in securities (except those of the U.S.
Government or its agencies) of any issuer if immediately
thereafter the Fund would then own more than 10% of that issuer's
voting securities;
(8) Loan cash or portfolio securities, except in
connection with the acquisition of debt securities which the
Fund's investment policies and restrictions permit it to
purchase;
(9) Borrow money in excess of 5% of the value of
its assets and, then, only as a temporary measure for
extraordinary or emergency purposes;
(10) Pledge, mortgage or hypothecate any of its
assets to secure a debt;
(11) Purchase or sell real estate or any other
interests in real estate (including real estate limited
partnership interests);
(12) Purchase securities on margin or sell short;
(13) Invest in commodities or commodity contracts;
(14) Act as an underwriter of securities of other
issuers or invest in portfolio securities which the Fund might
not be free to sell to the public without registration of such
securities under the Securities Act of 1933 ("Restricted
Securities");
(15) Invest more than 10% of the value of its net
assets in illiquid securities, including Restricted Securities,
securities which are not readily marketable, repurchase
agreements maturing in more than seven (7) days, written over
the counter ("OTC") options and securities used as cover for
written OTC options;
<PAGE>
(16) Invest in oil gas or mineral leases; or
(17) Invest more than 5% of the value of its net
assets in warrants or more than 2% of its net assets in warrants
that are not listed on the New York Stock Exchange, the American
Stock Exchange, or the NASDAQ National Market System.
Investment restrictions that involve a maximum
percentage of securities or assets will not be considered to be
violated unless an excess over the percentage occurs immediately
after, and is caused by, an acquisition or encumbrance of
securities or assets of the Fund.
TRUSTEES AND OFFICERS
The Fund's Trustees and officers and their principal
occupations and business affiliations during at least the past
five (5) years are listed below. Robert H. Perkins and
Gregory E. Wolf are also officers and directors of the Adviser.
As of March 31, 1996, the Trustees and officers of the Fund owned
beneficially as a group 76,542 (3.8%) of the Fund's
outstanding shares. Trustees that may be deemed to be interested
persons of the Fund for the purposes of the Investment Company
Act of 1940 are indicated by an asterisk (*).
ROBERT H. PERKINS (Age: 55), President and Trustee*
1424 Dartmouth Road, Flossmoor, Illinois 60422 President and
Trustee of the Fund; Secretary of the Adviser since January 1981;
and Portfolio Manager for Kemper Financial Services, a mutual
fund manager, from 1968 to 1980 (Summit Fund, 1969 to 1980;
Growth Fund, 1970 to 1980; Option Income Fund, 1978 to
1980; and Profit Sharing Plan, 1969 to 1980).
GREGORY E. WOLF (Age: 46), Treasurer and Trustee*
529 South Beverly, Lake Forest, Illinois 60045 Treasurer and
Trustee of the Fund; and President of the Adviser since October
1980.
BURT W. ENGELBERG (Age: 41), Trustee
1872 North Clybourn Avenue, Chicago, Illinois 60614
Trustee of the Fund; Attorney with Martin Cohn & Associates,
Ltd., Chicago, Illinois, since 1984; and Attorney with Kamensky &
Rubenstein from 1981 to 1984.
JOHN R. HALL (Age: 53), Trustee
216 North Grant Street, Hinsdale, Illinois 60521
Trustee of the Fund; President and Director of Lincoln Park
Brewery, Inc., a microbrewery, since 1987; Vice President of
Container Corporation of America, a packaging manufacturer, from
1966 to 1986; President of GIBC, a holding company, from 1987 to
1989; and Broker with Dreher & Associates, a financial consulting
firm, since 1989.
<PAGE>
KEITH L. COOK (Age: 68), Trustee
2527 Hacienda Drive, Dubuque, Iowa 52001 Trustee of the Fund;
Private investor; formerly Vice-President and Associate Director
of the Investment Advisory Division of Kemper Financial Services
and other positions with Kemper Financial Services from June 1964
to January 1988.
N. THEODORE HANS (Age: 35), Secretary
151 N. Michigan Ave., Apt. 1006, Chicago, Illinois 60601
Secretary of the Fund; Account Executive at Perkins, Wolf,
McDonnell & Company since 1994; Manager at DST Systems, Inc.
in 1993; and Arbitrage Clerk at H.Q. Trading from 1991 to 1993.
REMUNERATION OF TRUSTEES. Messrs. Perkins and Wolf are
officers and directors of the Adviser and receive no salary or
fee from the Fund, nor do they receive any additional
compensation from the Adviser for services performed for the
Fund. Each non-interested Trustee of the Fund receives $300 per
Board meeting attended, with a retainer to be paid such Trustee
in an amount ranging from $300 to $600. During the fiscal year
ended December 31, 1995, the Fund paid fees to its unaffiliated
trustees of $3,600.
MAJOR SHAREHOLDERS. As of March 31, 1996, no persons
were known to the Fund to own of record or beneficially 5% or
more of the Fund's outstanding shares, with the exception of
United Missouri Bank of Kansas City, N.A. (1010 Grand, Kansas
City, Missouri 64106), as trustee for the Kansas City Southern
Industries, Inc. Profit Sharing Trust, which owned of record and
beneficially 416,756 shares (approximately 20.5% of the
outstanding shares).
INVESTMENT ADVISORY AND OTHER SERVICES
The Adviser is controlled by Robert H. Perkins who owns
49% of its outstanding common stock. The Adviser's primary focus
is on stocks that are out of the institutional mainstream. The
Adviser places a heavy emphasis on balance sheet quality and cash
flow generation. The relative valuation of such measures within
industry groups is used to select individual stocks. Generally,
the Adviser commits a portion of the portfolio to out-of-favor
issues.
THE ADVISORY AGREEMENT. The Investment Advisory
Agreement between the Fund and the Adviser (the "Advisory
Agreement") requires the Adviser (a) to manage the investment
of the assets of the Fund, subject to the overall control of the
Board of Trustees, and (b) to cause its officers to attend
meetings and furnish oral or written reports, as the Fund may
reasonably require, in order to keep the Board of Trustees and
appropriate officers of the Fund fully informed as to the
condition of the investment portfolio of the Fund, the investment
recommendations of the Adviser and the investment considerations
<PAGE>
which have given rise to those recommendations. The Fund,
however, treats the investment advice and recommendations of the
Adviser as being advisory only, and retains full control over its
own investment policies.
The Advisory Agreement requires the Adviser to furnish,
at the Adviser's expense, executive and other personnel, office
space and office facilities for conducting the business of the
Fund and to pay all expenses incurred by the Fund in promoting
the sale of shares of the Fund, other than expenses incurred in
complying with federal and state securities laws relating to the
issue, offer or sale of shares of the Fund. Expenses not
expressly assumed by the Adviser under the Advisory Agreement are
paid by the Fund. The Advisory Agreement lists examples of
expenses paid by the Fund, the major categories of which relate
to interest, taxes, brokerage fees, fees to Trustees who are not
interested persons of the Fund or the Adviser, legal, accounting
and printing expenses, custodian and transfer agent expenses,
share issuance and registration costs and other non-recurring
expenses.
The Advisory Agreement also provides that the Adviser,
upon the request of the Board of Trustees of the Fund, shall
perform any administrative and clerical functions of the Fund.
The fee for such services shall be mutually agreed upon by the
Adviser and the Fund.
The advisory fee, payable monthly to the Adviser under
the Advisory Agreement, is computed daily on the net asset value
of the Fund as of the close of business each day (or the
preceding business day if such day is not a business day) in the
<PAGE>
monthly period at an annual rate of 1%. This advisory fee is
higher than that paid by most investment companies. The
Advisory Agreement provides that the total expenses of the Fund
in any fiscal year (including the advisory fee, but excluding
taxes, interest, brokerage fees and extraordinary expenses
such as litigation costs) shall not exceed (and the Adviser
undertakes to pay or refund to the Fund any amount by which such
expenses shall exceed) the most restrictive limits prescribed
by any state in which shares of the Fund are offered for sale to
the public. It is believed that at the present time such limits
are 2.5% of the first $30 million of average net assets, 2% of
the next $70 million and 1.5% thereafter.
The Advisory Agreement continues in effect from year to
year only if such continuance is specifically approved at least
annually by vote of a majority of the Trustees who are not
interested persons of the Fund or the Adviser, and by either the
Board of Trustees of the Fund or the affirmative vote of a
majority of the outstanding voting securities of the Fund (as
defined in Section 2(a)(42) of the Investment Company Act of
<PAGE>
1940). The Advisory Agreement (a) may be terminated without the
payment of any penalty by either the Fund or the Adviser on at
least sixty (60) days' advance written notice, (b) terminates
automatically in the event of its assignment and (c) may not be
amended without the approval of (i) a majority of the Board of
Trustees or a majority of the outstanding voting securities of
the Fund and (ii) a majority of the Trustees who are not
interested persons of the Fund or the Adviser.
Under the Advisory Agreement, the Adviser is not liable
for any errors of judgment or mistake of law or for any loss
arising out of any investment, act or omission in the management
of the Fund, except in cases where the Adviser is willfully
misfeasant, grossly negligent or performs its duties in bad faith
or with reckless disregard to the consequences of such
performance. In addition, the Advisory Agreement provides that
all liabilities of the Fund or the Board of Trustees arising
under the Advisory Agreement shall be satisfied out of the
assets of the Trust and that no Trustee, officer or Fund
shareholder shall be personally liable, except that this
provision shall not be construed to mean that any Trustee,
officer or investment adviser of the Fund shall be entitled to
indemnification from the Fund or the Fund shareholders with
regard to personal liability for his or its willful malfeasance,
bad faith, gross negligence or reckless disregard of his or its
obligations and duties to the Fund.
ADVISORY FEES. Advisory fees received by the Adviser
from the Fund in the last three (3) fiscal years are set forth in
the following table:
ADVISORY FEES
YEAR ENDED DECEMBER 31: PAID OR PAYABLE
1995 $275,236
1994 $168,271
1993 $149,066
BROKERAGE
PROVISIONS OF THE ADVISORY AGREEMENT. The Advisory
Agreement contains provisions relating to the selection of
broker-dealers ("brokers") to effect portfolio transactions
for the Fund. Under the Advisory Agreement, the Adviser, in its
best judgment based on all relevant factors, shall seek "best
execution" of each transaction at reasonable commission rates.
While the Adviser need not seek advance competitive bidding or
base its selection on posted rates, it is expected to be aware of
the current rates of most eligible brokers and to minimize the
commissions paid to the extent consistent with the interests and
policies of the Funds as established by its Board of Trustees and
the provisions of the Advisory Agreement.
<PAGE>
The Advisory Agreement permits the Adviser, in its capacity as
a broker ("PWM"), to effect the Fund's portfolio transactions,
subject to any guidelines, procedures and policies established by
the Board of Trustees from time to time (the "Procedures").
In selecting brokers and in negotiating commissions, the
Adviser considers the broker's reliability, the quality of its
execution services on a continuing basis and the financial
condition of the firm. The commissions paid to such brokers may
be higher than another qualified broker would have charged if a
good faith determination is made by the Adviser that the
commission is reasonable in relation to the value of the
brokerage and research services provided. No specific dollar
value need be placed on the services. To show that the
determinations were made in good faith, the Adviser must be
prepared to show that the amount of such commissions paid over a
representative period selected by the Board of Trustees was
reasonable in relation to the benefits of the Fund. The Advisory
Agreement further provides that subject to all other provisions
of the Advisory Agreement on the subject, the Adviser may also
consider the willingness of particular brokers to sell shares of
the Fund as a factor in the selection of brokers for its
portfolio transactions.
The Fund's management anticipates that PWM will continue to
act as the Fund's primary broker and be a major recipient of its
brokerage commissions but only if the commissions paid to PWM are
calculated in accordance with the Procedures adopted by the
Fund's Board of Trustees under applicable SEC regulations. The
Procedures adopted by the Fund's Board incorporate the standard
contained in SEC Rule 17e-1 under the Investment Company Act of
1940 that the commissions paid must be "reasonable and fair
compared to the commissions, fee or other remuneration received
or to be received by other brokers in connection with comparable
transactions involving similar securities during a comparable
period of time." The Procedures also contain schedules for the
commission charges of PWM to the Fund in various types of
transactions; in the case of most stock transactions, the charges
depend upon the number of shares purchased and the price per
share. SEC Rule 17e-1 and the Procedures also contain review
requirements and require the Adviser to furnish reports and to
maintain records in connection with such reviews.
DESCRIPTION OF BROKERAGE PRACTICES. Subject to the
provisions of the Advisory Agreement, SEC Rule 17e-1 and the
Procedures described above, the Adviser anticipates that nearly
all commissions will be paid to PWM.
The Fund seeks to obtain prompt execution of orders at the
most favorable net price. Brokers may be chosen for their
execution and research services, on which no dollar value can
<PAGE>
be placed. There is no formula under which any of them are
entitled to the allocation of a particular amount of commissions.
The research information received for the Fund's commissions
from particular brokers may be useful only to one or more of the
other accounts of the Adviser, and research information received
for the commissions of these other accounts may be useful both to
the Fund and one or more of such other accounts. Such
information may be in written form or through direct contact with
individuals and includes information on particular companies and
industries as well as market, economic or institutional activity
areas.
Such information also serves to broaden the scope and
supplement the research activities of the Adviser, to make
available additional views for consideration and comparisons, and
to enable the Adviser to obtain market information for the
valuation of securities held in the Fund's portfolio. At least
quarterly, the Fund's Board (including its non-interested
Trustees) reviews the commissions paid to brokers furnishing such
services in an effort to ascertain that the amount of such
commissions was reasonably related to the value or benefit of
such services.
When and if the Fund engages in an option transaction,
ordinarily the same broker will be used for the purchase or sale
of the option and any transaction in the securities to which
the option relates. Purchases of securities from underwriters
include a commission on concessions paid by the issuer to the
underwriter, and purchases from dealers include a spread
between the bid and asked price. The Fund may invest in
securities traded in the over-the-counter markets through
purchases by PWM from market-makers of such securities.
BROKERAGE COMMISSIONS PAID BY THE FUND AND PORTFOLIO TURNOVER
RATES. All brokerage commissions paid by the Fund during its
three (3) most recent fiscal years have been paid to PWM in the
following amounts:
Portfolio
Paid to Turnover
YEAR ENDED DECEMBER 31: PWM
RATES
1995 $342,121 90%
1994 $302,423 125%
1993 $229,459 108%
The changes in the brokerage commissions paid by the
Fund from one (1) fiscal period to another are directly related
(i) to increases or decreases in the portfolio turnover rate
<PAGE>
between such periods and (ii) to the additional capital raised
and subsequently invested by the Fund.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Determination of Net Asset Value Per Share. Shares of
the Fund are sold at their Net Asset Value per share ("NAV") as
described in the Prospectus. The NAV of the Fund is determined
each day the New York Stock Exchange is open for business, as of
3:00 p.m., Chicago time, by dividing the value of the Fund's net
assets (i.e., its securities and other assets, less liabilities)
by the total number of shares outstanding. The New York Stock
Exchange's most recent annual holiday schedule states that it
will close on New Year's Day, President's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day; it may also close on other days.
The Board of Trustees has established procedures for the
valuation of the Fund's securities as follows: (a) securities
listed on a securities exchange or on the NASDAQ System for which
last sale information is regularly reported are valued at the
last reported sales prices on their primary exchange or the
NASDAQ System that day, (b) unlisted securities and securities
traded on the NASDAQ System for which last sales prices are not
regularly reported but for which over-the-counter market
quotations are readily available are valued at the mean
of the last quoted bid price and the last quoted asked price at
the time of valuation, or if no quoted bid or asked price is
reported, on the basis of the mean of bid and asked prices
obtained from a dealer who maintains an active market in that
security, (c) unlisted debt securities or debt securities having
an inactive market are valued based upon the mean of bid
and offered prices obtained from dealers maintaining an active
market in the security, (d) securities not having readily
available market quotations are valued at fair value determined
in good faith by the Board of Trustees, (e) other short-term debt
securities with a maturity of more than sixty (60) days are
valued at the mean of the bid and offered price obtained from
a dealer which maintains an active market in that security and
(f) other short-term debt securities (having a remaining maturity
of sixty (60) days or less) are valued at cost, adjusted
for amortization of premiums and accretion of discounts.
Put and call options are valued at the last sales price
on the principal exchanges on which they are traded, or, if there
are no sales, at the last quoted bid price except for written
put and call options which are valued at the last quoted asked
price. When the Fund writes a call option, the cash received is
included in the Fund's Statement of Assets and Liabilities
as an asset, and an equivalent liability is "marked-to-market" to
reflect the current market value of the call option. If a call
option written by the Fund expires or if the Fund enters into
a closing transaction, the Fund has a gain or loss from the sale
<PAGE>
of the underlying securities and the proceeds are increased by
the premium originally received. If a call option written by the
Fund is exercised, the proceeds are increased by the premium
originally received. If the Fund exercises a put option it
holds, the amount the Fund receives on its sale of the underlying
investment is reduced by the amount of the premium paid by the
Fund.
REDEMPTIONS. Information on how to redeem shares of the
Fund is stated in the Prospectus. The Board of Trustees has the
right to cause the involuntary redemption of shares held in any
account if the aggregate NAV of such shares (taken at cost or at
value as determined by the Board) is less than $500 or such
lesser amount as the Board may fix. Should the Board elect to
exercise this right, in accordance with the Investment Company
Act of 1940, it may also fix the requirements for any notice to
be given to the shareholders in question (not less than 30 days)
or it may request permission to increase the investment and
such other terms and conditions so that the account is not
involuntarily redeemed.
CANCELLATION OF PURCHASE ORDERS. Cancellation of
purchase orders for the Fund's shares (for example, when a check
submitted to purchase shares is returned unpaid) causes a loss to
be incurred when the NAV of the Fund's shares on the date of
cancellation is less than on the purchase date. The investor is
responsible for that loss. The Fund may reimburse itself for
that loss by redeeming shares from any account registered in that
purchaser's name or by seeking other redress.
TAX INFORMATION
TAX STATUS OF THE FUND. The Fund has qualified as a
"regulated investment company" under Subchapter M of the Code
(but there can be no guarantee that the Fund will continue to so
qualify). By so qualifying, the Fund will not be subject to
Federal income taxes on amounts paid by it as dividends and
distributions, as described in the Prospectus.
TAX STATUS OF THE FUND'S DIVIDENDS AND DISTRIBUTIONS.
The Federal tax treatment of the Fund's dividends and
distributions is explained in the Prospectus under the caption
"Taxes." Special provisions are contained in the Code as to the
eligibility of dividend payments to corporate shareholders for
the corporate dividends-received deduction. Long-term capital
gains distributions are not eligible for the corporate dividends
received deduction. In addition, the amount of dividends paid by
the Fund which may qualify for the corporate dividends received
deduction is limited to the aggregate amount of qualifying
dividends which the Fund derives from its portfolio investments.
It should also be noted that a corporate shareholder will not be
eligible for the corporate dividends received deduction if either
the shares that are the source of the dividends or the Fund
<PAGE>
shares held by the corporate shareholder are held for fewer than
46 days.
ADDITIONAL INFORMATION
DESCRIPTION OF THE SHARES. The Fund is authorized to issue an
indefinite number of shares of beneficial interest having a par
value of $0.01 per share, which may be issued in any number of
series. Shares of the Fund are fully paid and non-assessable
when issued.
Dividends, distributions and the residual assets of the Fund
in the event of liquidation are distributed to shareholders
equally for each outstanding share of the Fund. Shares of the
Fund have no preemptive rights and no conversion or subscription
rights. Shares of the Fund may be transferred by endorsement or
stock power as is customary, but the Fund is not required to
recognize any transfer until it is recorded on the books.
VOTING RIGHTS. The present Trustees of the Fund were elected
at a meeting of shareholders in April 1990. Under the Fund's
Declaration of Trust, each Trustee will continue in office until
the termination of the Fund or his earlier death, resignation,
incapacity, retirement or removal. Vacancies will be filled by a
majority of the remaining Trustees, subject to the provisions of
the Investment Company Act of 1940. Therefore, no annual or
regular meetings of shareholders normally will be held, unless
otherwise required by the Declaration of Trust or the Investment
Company Act of 1940. Subject to the foregoing, shareholders have
the power to vote for the election and removal of Trustees, to
terminate or reorganize the Fund, to amend the Declaration of
Trust, and on any other matters on which a shareholder vote is
required by the Investment Company Act of 1940, the Declaration
of Trust, the Fund's bylaws or the Trustees.
Shareholders are entitled to one vote for each full share held
and fractional votes for shares held on matters submitted to a
vote of shareholders. Shares of the Fund do not have cumulative
voting rights, which means that the holders of more than 50% of
the shares voting for the election of Trustees can elect 100% of
the Trustees if they choose to do so, and in such event the
holders of the remaining shares will not be able to elect any
person as a Trustee.
CUSTODIAN AGREEMENT. The Fund has been deemed a
self-custodian pursuant to rules promulgated under the Investment
Company Act of 1940 because its Adviser, an affiliate, acts as
the Fund's custodian (the "Custodian"). Under the Custodian
Agreement, the Custodian is required to open and maintain a
custody account in the name of the Fund for all monies, stocks,
bonds and other property deposited with and accepted by the
Custodian. The Custodian has agreed to (a) place all securities
deposited by the Fund in safekeeping and maintain a record of the
<PAGE>
Fund's account, (b) collect and receive the income, issues,
dividends and profits of the property placed in safekeeping and
from the maturity, redemption, sale or other disposition of the
securities or other property held in the Fund's account, (c) deal
with the Fund's property upon its instructions, (d) determine the
dividends and maturing interest and principal to which the Fund
is entitled and to take appropriate action or advise the Fund
with reference to items not received and (e) furnish the Fund
with advises of transactions and register securities in the name
of the Fund or a registered nominee.
The Custodian's compensation for acting as the Fund's
custodian shall be reimbursement of the Custodian's costs for
establishing appropriate safekeeping depositories to accommodate
the Fund. Normally these costs will be less than $1,000 per
month. The Custodian's address is 53 West Jackson Boulevard,
Suite 818, Chicago, Illinois 60604.
INDEPENDENT AUDITORS. Ernst & Young LLP, 233 South Wacker
Drive, Chicago, Illinois 60606, serves as the Fund's independent
auditor. Its responsibilities include auditing and reporting on
the Fund's annual financial statements, reviewing certain
regulatory reports and performing other professional accounting,
auditing and tax services.
SHAREHOLDER LIABILITY. The Fund was originally organized in
November 1984 as a Delaware corporation. In May 1990, the Fund
was reorganized from a Delaware corporation into a Massachusetts
business trust. Pursuant to the Fund's reorganization, the Fund
(as a Massachusetts business trust) assumed all of the assets and
liabilities of the Fund (as a Delaware corporation), and Fund
shareholders received shares of the Massachusetts business trust
equal both in number and net asset value to their shares of
the Delaware corporation.
All references in this Additional Statement to the Fund and
all financial and other information about the Fund prior to such
reorganization are to the Fund as a Delaware corporation; all
references after such reorganization are to the Fund as a
Massachusetts business trust.
Under Massachusetts law, shareholders of the Fund could, under
certain circumstances, be held personally liable for the
obligations of the Fund. However, the Declaration of Trust
disclaims shareholder liability for acts or obligations of the
Fund and requires that notice of such disclaimer be given in each
agreement, obligation, or instrument entered into or executed
by the Fund or the Trustees. The Fund's Declaration of Trust
provides for indemnification out of the property of a Fund for
all loss and expense of any shareholder of the Fund held
personally liable for the obligations of the Fund. Thus, the
risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which a Fund
<PAGE>
would be unable to meet its obligations. The possibility that
these circumstances would occur is remote. The Trustees intend
to conduct the operations of the Fund to avoid, to the extent
possible, liability of shareholders for liabilities of the Fund.
FINANCIAL STATEMENTS
The following audited financial statements of the Fund for the
fiscal year ended December 31, 1995, and the report of Ernst &
Young LLP are hereby incorporated into this Additional Statement
by reference to the Fund's Annual Report to Shareholders dated
December 31, 1995. The Fund's Annual Report was electronically
filed with the Securities and Exchange Commission on February 29,
1996.
DOCUMENTS INCORPORATED BY REFERENCE TO THE ANNUAL REPORT:
Portfolio of Investments as of December 31, 1995
Statement of Assets and Liabilities as of December 31, 1995
Statement of Operations for the year ended December 31, 1995
Statement of Changes in Net Assets for the years ended December
31, 1995 and 1994
Notes to Financial Statements
Financial Highlights for each of the periods indicated
Report of Independent Auditors
The portions of such Annual Report that are not specifically
listed above are not incorporated by reference into this
Additional Statement and are not part of the Registration
Statement.
<PAGE>
NAMES AND ADDRESSES
TRUSTEES AND OFFICERS
Robert H. Perkins, President and Trustee
Gregory E. Wolf, Treasurer and Trustee
Burt W. Engelberg, Trustee
John R. Hall, Trustee
Keith L. Cook, Trustee
N. Theodore Hans, Secretary
INVESTMENT ADVISER
PERKINS, WOLF, MCDONNELL & COMPANY
53 West Jackson Boulevard, Suite 818
Chicago, Illinois 60604
CUSTODIAN
PERKINS, WOLF, MCDONNELL & COMPANY
53 West Jackson Boulevard, Suite 818
Chicago, Illinois 60604
INDEPENDENT AUDITORS
ERNST & YOUNG LLP
Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
LEGAL COUNSEL
BLACKWELL SANDERS MATHENY
WEARY & LOMBARDI L.C.
1100 Two Pershing Square
2300 Main Street
Kansas City, Missouri 64108
<PAGE>
THE OMNI INVESTMENT FUND
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
Included in Part A of this Registration Statement:
- Financial Highlights.
Incorporated by reference in the Statement of Additional
Information:
- Portfolio of Investments as of December 31, 1995. **
- Statement of Assets and Liabilities as of December 31,
1995. **
- Statement of Operations for the year ended December 31,
1995. **
- Statement of Changes in Net Assets for the years ended
December 31, 1995 and 1994.
**
- Report of Independent Auditors. **
- Financial Highlights. **
Schedule I has been omitted as the required information is
presented in the portfolio of investments at December 31, 1995.
Schedules II, III, IV, V, VI and VII are omitted as the required
information is not present.
(b) Exhibits:
* (1) Declaration of Trust.
* (2) Bylaws.
(3) Inapplicable.
(4) Inapplicable. [Note: The Registrant will not
issue any share certificates; rather, each shareholder's share
ownership will be reflected in his or its account on the books of
the Registrant.]
* (5) Investment Advisory Agreement.
(6) Inapplicable.
(7) Inapplicable.
* (8) Restated and Amended Custodian Agreement.
(9) Inapplicable.
* (10) Opinion and consent of counsel as to the legality
of the securities being registered.
* (11) Consent of independent auditors.
(12) Inapplicable.
* (13) Subscription Agreements of purchasers from initial
private offering
(14) Inapplicable
(15) Inapplicable.
* (16) Performance quotation calculations.
* (17) Financial Data Schedule.
<PAGE>
(18) Inapplicable.
* Filed herewith.
* * Incorporated by reference to Annual Report as
electronically filed with the Securities and Exchange Commission
by the Registrant on February 29, 1996.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT.
As of the date of this Registration Statement, no person is
controlled by or under common control with the Registrant.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES (AS OF MARCH 31,
1996).
(1) (2)
NUMBER OF TITLE OF CLASS
SHAREHOLDERS
Shares of Beneficial
Interest of The Omni
Investment Fund 1,320
ITEM 27. INDEMNIFICATION.
Except for the Declaration of Trust, dated April 19, 1990,
establishing the Registrant as a Massachusetts business trust,
there is no contract, arrangement or statute under which any
trustee, officer or affiliated person of the Registrant is
insured or indemnified. Article XII of the Declaration of Trust
provides for indemnification of officers and trustees of the
Trust against liabilities and expenses of litigation incurred by
them in connection with any claim, action, suit or proceeding (or
settlement of the same) in which they become involved by virtue
of their office, unless their conduct is determined to constitute
willful misfeasance, bad faith, gross negligence or reckless
disregard of their duties or unless it has been determined that
they have not acted in good faith in the reasonable belief that
their actions were in or not opposed to the best interests of the
Registrant.
See the Registrant's undertaking with respect to
indemnification in Item 32 below.
ITEM 28. BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISER.
The business of Perkins, Wolf, McDonnell & Company
("PWM") is summarized under the "Management of Fund" in the
Prospectus constituting Part A of this Post-Effective
Amendment No. 10 to this Registration Statement, which summary is
incorporated herein by reference.
<PAGE>
The business or other connections of each director and
officer of PWM is currently listed in the investment adviser
registration on Form ADV for Perkins, Wolf, McDonnell & Company
(SEC File No. 801-19974) and is incorporated herein by reference.
ITEM 29. PRINCIPAL UNDERWRITER.
Inapplicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
The 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 are maintained at the
offices of the Registrant, 53 West Jackson Boulevard, Suite 818,
Chicago, Illinois 60604. Records relating to the duties of the
Registrant's custodian and transfer agent are also maintained by
the Registrant.
ITEM 31. MANAGEMENT SERVICES.
Inapplicable.
ITEM 32. UNDERTAKINGS.
Insofar as indemnification for liability arising under
the Securities Act of 1933 may be permitted 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 by the Registrant of expenses incurred or
paid by a director, 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.
The Registrant will furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant
<PAGE>
certifies that it meets all of the requirements for effectiveness
of this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective
Amendment No. 10 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Chicago, and the State of Illinois, on the 8th day of
April, 1996.
THE OMNI INVESTMENT FUND
By: Robert H. Perkins
President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 10 to the Registration
Statement has been signed below by the following persons in the
capacities and on the date indicated:
SIGNATURES TITLE DATE
President (Principal
Executive Officer)
Robert H. Perkins and Trustee April 8, 1996
Treasurer (Principal
Financial and
Accounting Officer)
Gregory E. Wolf and Trustee April 8, 1996
Burt W. Engelberg Trustee April 8, 1996
<PAGE>
THE OMNI INVESTMENT FUND
Index to Exhibits in Registration Statement
NO. Exhibit
1. Declaration of Trust
2. Bylaws
5. Investment Advisory Agreement
8. Restated and Amended Custodian Agreement
10. Opinion and Consent of Counsel
11. Consent of Independent Auditors
13. Subscription Agreements of Purchasers from
Initial Private Offering
16. Performance Quotation Computations
17. Financial Data Schedule
<PAGE>
EXHIBIT 1
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
THE OMNI INVESTMENT FUND
<PAGE>
TABLE OF CONTENTS
ARTICLE I
NAME AND DEFINITIONS
Section Page
1. Name and Principal Place of Business..................1
2. Definitions...........................................1
ARTICLE II
PURPOSE OF TRUST
Section Page
1. Purpose of Trust......................................2
ARTICLE III
BENEFICIAL INTEREST
Section Page
1. Shares of Beneficial Interest.........................2
2. Establishment of Series...............................3
3. Ownership of Shares...................................3
4. Investment in the Trust...............................3
5. Assets and Liabilities of Series......................3
6. No Preemptive Rights..................................4
7. Status of Shares and Limitation of Personal
Liability.............................................4
ARTICLE IV
THE TRUSTEES
Section Page
1. Management of the Trust...............................5
2. Election: Initial Trustees...........................5
3. Term of Office of Trustees............................5
4. Resignation and Appointment of Trustees...............5
5. Temporary Absence of Trustee..........................6
6. Number of Trustees....................................6
7. Effect of Death, Resignation, Etc. of a Trustee.......6
8. Ownership of Assets of the Trust......................6
<PAGE>
ARTICLE V
POWERS OF THE TRUSTEES
Section Page
1. Powers...............................................7
2. Trustees and Officers as Shareholders................9
3. Action by the Trustees...............................9
4. Chairman of the Trustees............................10
ARTICLE VI
EXPENSES OF THE TRUST
Section Page
1. Trustee Reimbursement...............................10
ARTICLE VII
INVESTMENT ADVISOR, PRINCIPAL UNDERWRITER AND TRANSFER AGENT
Section Page
1. Investment Advisor...................................11
2. Principal Underwriter................................11
3. Transfer Agent.......................................11
4. Parties to Contract..................................12
5. Provisions and Amendments............................12
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section Page
1. Voting Powers........................................12
2. Meetings.............................................12
3. Quorum and Required Vote.............................12
ARTICLE IX
CUSTODIAN
Section Page
1. Appointment and Duties...............................14
2. Central Certificate System...........................15
<PAGE>
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
Section Page
1. Distributions........................................15
2. Redemption of Shares.................................16
3. Determination of Net Asset Value and Valuation of
Portfolio Assets.....................................16
4. Suspension of the Right of Redemption................16
ARTICLE XI
COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES
Section Page
1. Compensation.........................................17
2. Limitation of Liability..............................17
ARTICLE XII
INDEMNIFICATION
Section Page
1. Covered Persons......................................17
2. Shareholders.........................................19
ARTICLE XIII
MISCELLANEOUS
Section Page
1. Trust Not a Partnership; Trustees, Shareholders,
Etc. Not Personally Liable; Notice...................20
2. Trustee's Good Faith Action, Expert Advice,
No Bond or Surety....................................20
3. Establishment of Record Dates........................21
4. Termination of Trust.................................21
5. Filing of Copies, References, Headings, Gender, Etc..22
6. Applicable Law.......................................22
7. Amendments...........................................23
8. Fiscal Year..........................................23
<PAGE>
DECLARATION OF TRUST
DATED April 19, 1990
DECLARATION OF TRUST, made April 19, 1990, by Robert H.
Perkins, Gregory E. Wolf, Burt W. Engelberg, John R. Hall and
Keith L. Cook (the "Trustees") and by the undersigned Settlor.
NOW THEREFORE, the Trustees declare that all money and
property contributed to the trust fund hereunder shall be held
and managed in trust under this Declaration of Trust as herein
set forth below.
ARTICLE I
NAME AND DEFINITIONS
NAME AND PRINCIPAL PLACE OF BUSINESS
Section 1. This Trust shall be known as "The Omni Investment
Fund", and the Trustees shall conduct the business of the Trust
under that name or any other name as they may from time to time
determine. The principal place of business of the Trust shall
be Suite 818, 53 West Jackson Boulevard, Chicago, Illinois.
DEFINITIONS
Section 2. Wherever used herein, unless otherwise required by
the context or specifically provided:
(a) The Terms "Affiliated Person", "Assignment",
"Commission", "Interested Person", "Majority Shareholder Vote"
(the 67 percent or 50 percent requirement of the third sentence
of Section 2(a)(42) of the 1940 Act, whichever may be applicable)
and "Principal Underwriter" shall have the meanings given them
in the 1940 Act;
(b) The "Trust" refers to The Omni Investment Fund and
reference to the Trust, when applicable to one or more Series
of the Trust, shall refer to any such Series;
(c) "Net Asset Value" means the net asset value of
each Series of the Trust determined in the manner provided
in Article X, Section 3;
(d) "Shareholder" means a record owner of Shares of
the Trust;
(e) The "Trustees" refer to the individual Trustees in
their capacity as trustees hereunder of the Trust and their
successor or successors for the time being in office as such
trustee or trustees;
<PAGE>
(f) "Shares" means the equal proportionate transferable
units of interest into which the beneficial interest of each
Series shall be divided from time to time, and includes
fractions of shares as well as whole shares consistent with the
requirements of Federal and/or other securities laws;
(g) The "1940 Act" refers to the Investment Company Act of
1940 and the rules and regulations promulgated thereunder by
the Securities and Exchange Commission, all as amended from
time to time;
(h) "Series" refers to series of Shares of the Trust,
which may be established from time to time, in accordance
with the provisions of Article III; and
(i) "Bylaws" shall mean the Bylaws of the Trust, as
amended from time to time.
ARTICLE II
PURPOSE OF TRUST
Section 1. The purpose of this Trust is to provide investors
a continuous source of managed investment in securities and debt
instruments selected by the Trustees or by an investment adviser
under their direction to carry out the investment policies and
achieve the investment objectives of the Trust or any Series
thereof.
ARTICLE III
BENEFICIAL INTEREST
SHARES OF BENEFICIAL INTEREST
Section 1. The beneficial interest in the Trust shall be
divided into such transferable Shares which may be of one or
more separate and distinct Series as the Trustees shall from time
to time create and establish. The number of Shares is unlimited
and each Share shall have $0.01 par value and, when duly issued
and paid for in accordance with the terms and conditions of the
Trust, shall be fully paid and nonassessable. The Trustees shall
have full power and authority, in their sole discretion and
without obtaining any prior authorization or vote of the
Shareholders of the Trust, to create and establish (and to change
hereafter in any manner not materially adverse to the interests
of the shareholders of the Trust) Shares with such preferences,
voting powers, rights and privileges as the Trustees may from
time to time determine, to divide or combine the Shares into a
greater or lesser number, to classify or reclassify any issued
Shares into one or more Series of Shares, to abolish any one or
more Series of Shares, and to take such other action consistent
<PAGE>
with the foregoing with respect to the Shares as the Trustees may
deem desirable.
ESTABLISHMENT OF SERIES
Section 2. The establishment of any Series shall be
effective upon the adoption of a resolution by a majority of the
then Trustees setting forth such establishment and designation
and the relative rights and preferences of the Shares of such
Series. At any time that there are no Shares outstanding of any
particular Series previously established and designated, the
Trustees may by a majority vote abolish that Series and the
establishment and designation thereof.
OWNERSHIP OF SHARES
Section 3. The ownership of Shares shall be recorded in the
books of the Trust or a transfer or similar agent. The Trustees
may make such rules as they consider appropriate for the transfer
of Shares and similar matters. The record books of the Trust
shall be conclusive as to who are the record holders of Shares
and as to the number of Shares held from time to time by each
such Shareholder.
INVESTMENT IN THE TRUST
Section 4. The Trustees shall accept investments in the
Trust from such persons and on such terms as they may from time
to time authorize. Such investments may be in the form of cash
or securities in which the appropriate Series is authorized to
invest, valued in the same manner as are the Trust's portfolio
securities as provided in Article X, Section 3. Upon the initial
contribution of capital, the number of Shares to represent the
initial contribution may in the Trustees' discretion be
considered as outstanding and the amount received by the Trustees
on account of the contribution shall be treated as an asset of
the Trust.
Subsequent investments in the Trust shall be credited to each
Shareholder's account in the form of full or fractional Shares
at the Net Asset Value per Share next determined after the
investment is properly received in good form; provided, however,
that the Trustees may, in their sole discretion, impose a sales
charge upon investments in the Trust.
<PAGE>
ASSETS AND LIABILITIES OF SERIES
Section 5. All consideration received by the Trust for the
issue or sale of Shares of a particular Series, together with
all assets in which such consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation of
such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be,
shall be referred to as "assets belonging to" that Series. In
addition any assets, income, earnings, profits, and proceeds
thereof, funds, or payments which are not readily identifiable as
belonging to any particular Series shall be allocated by the
Trustees between and among one or more of the Series in such
manner as they, in their sole discretion, deem fair and
equitable. Each such allocation shall be conclusive and binding
upon the Shareholders of all Series for all purposes and shall be
referred to as assets belonging to that Series. The assets
belonging to each particular Series shall be charged with the
liabilities of that Series and all expenses, costs, charges and
reserves attributable to that Series. Any general liabilities,
expenses, costs, charges or reserves of the Trust which are not
readily identifiable as belonging to any particular Series shall
be allocated and charged by the Trustees between or among any one
or more of the Series in such manner as the Trustees in their
sole discretion deem fair and equitable, and shall be referred
to as "liabilities of" that Series. Each such allocation
shall be conclusive and binding upon the Shareholders of all
Series for all purposes. Any creditor of any Series may look
only to the assets of that Series to satisfy such creditor's
debt.
NO PREEMPTIVE RIGHTS
Section 6. Shareholders shall have no preemptive or other
right to subscribe to any additional Shares or other securities
issued by the Trust or the Trustees.
STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY
Section 7. Shares shall be deemed to be personal property
giving only the rights provided in this instrument. Every
Shareholder by virtue of having become a Shareholder shall be
held to have expressly assented and agreed to the terms hereof
and to have become a party hereof. The death of a Shareholder
during the continuance of the Trust shall not operate to
terminate the Trust or entitle the representative of any
deceased Shareholder to an accounting or to take any action in
court or elsewhere against the Trust or the Trustees. Ownership
of shares shall not entitle the Shareholder to any title in or
to the whole or any part of the Trust property nor any right to
call for a partition or division of the same or for an
accounting. The Trustees shall have no power to bind any
<PAGE>
Shareholder personally or to call upon any Shareholder for the
payment of any sum of money or assessment whatsoever other than
such as the Shareholder may at any time personally agree to pay
by way of subscription for any Shares or otherwise. Every note,
bond, contract or other undertaking issued by or on behalf of the
Trust or the Trustees relating to the Trust shall include a
recitation limiting the obligation represented thereby to the
Trust and its assets (but the omission of such a recitation shall
not operate to bind any Shareholder).
ARTICLE IV
THE TRUSTEES
MANAGEMENT OF THE TRUST
Section 1. The business and affairs of the Trust shall be
managed by the Trustees, and they shall have all powers necessary
and desirable to fully carry out that responsibility.
ELECTION: INITIAL TRUSTEES
Section 2. The initial Trustees shall be Robert H. Perkins,
Gregory E. Wolf, Burt W. Engelberg, John R. Hall and Keith L.
Cook and such other individuals as the Board of Trustees shall
appoint pursuant to Section 4 of Article IV. The Trustees shall
be elected by the Shareholders of the Trust at the first meeting
of Shareholders immediately prior to the date that the Trust
acquires assets in addition to the original contribution of the
Settlor, and the term of office of the initial Trustees in office
before such election shall terminate at the time of such
election.
TERM OF OFFICE OF TRUSTEES
Section 3. The Trustees shall hold office during the
lifetime of this Trust, and until its termination as hereinafter
provided; except (a) that any Trustee may resign his trust by
written instrument signed by him and delivered to the other
Trustees, which shall take effect upon such delivery or upon such
later date as is specified therein; (b) that any Trustee may be
removed at any time by written instrument, signed by at least
three-fourths of the number of Trustees prior to such removal
(but not including any Trustee who is the subject of the
removal), specifying the date when such removal shall become
effective; (c) that any Trustee who requests in writing to be
retired or who has become incapacitated by illness or injury may
be retired by written instrument signed by a majority of the
other Trustees, specifying the date of his retirement; and (d) a
Trustee may be removed at any Special Meeting of the Trust by a
vote of two-thirds of the outstanding Shares or such lesser vote
as may be mandated by the 1940 Act. As used herein,
"incapacitated" and "incapacity" shall mean the inability of a
Trustee, for a period of 90 days, whether or not consecutive,
during a 180 day period, to perform his duties or obligations to
the Trust, as determined by at least three-fourths of the number
of the remaining Trustees.
<PAGE>
RESIGNATION AND APPOINTMENT OF TRUSTEES
Section 4. In case of the declination, death, resignation,
retirement or removal of any of the Trustees, or in case a
vacancy shall, by reason of an increase in number, or for any
other reason, exist, the remaining Trustees shall fill such
vacancy by appointing such other person as they in their
discretion shall see fit consistent with the limitations under
the 1940 Act. Such appointment shall be evidenced by a written
instrument signed by a majority of the Trustees in office or by a
recording in the records of the Trust, whereupon the appointment
shall take effect. Within three (3) months of such appointment
the Trustees shall cause notice of such appointment to be mailed
to each Shareholder at his address as recorded on the books of
the Trust. An appointment of a Trustee may be made by the
Trustees then in office and notice thereof mailed to Shareholders
as aforesaid in anticipation of a vacancy to occur by reason of
retirement, resignation or increase in number of Trustees
effective at a later date, provided that said appointment shall
become effective only at or after the effective date of said
retirement, resignation or increase in number of Trustees. As
soon as any Trustee so appointed shall have accepted this trust,
the trust estate shall vest in the new Trustee or Trustees,
together with the continuing Trustees, without any further act or
conveyance, and he shall be deemed a Trustee hereunder. The
power of appointment is subject to the applicable provisions of
the 1940 Act.
TEMPORARY ABSENCE OF TRUSTEE
Section 5. Any Trustee may, by power of attorney, delegate
his powers hereunder for a period not exceeding six (6) months at
any one time to any other Trustee or Trustees, provided that in
no case shall less than two (2) Trustees personally exercise the
other powers hereunder except as herein otherwise expressly
provided.
NUMBER OF TRUSTEES
Section 6. The number of Trustees serving hereunder shall
initially be five (5), but may hereafter be changed at any time
by the Trustees to not less than three (3).
Whenever a vacancy in the Board of Trustees shall occur,
until such vacancy is filled, or while any Trustee is absent from
The Commonwealth of Massachusetts or, if not a domiciliary of
Massachusetts, is absent from his state of domicile, or is
incapacitated by reason of disease or otherwise, the other
Trustees shall have all the power hereunder, and the certificate
<PAGE>
of the other Trustees of such vacancy, absence or incapacity,
shall be conclusive, provided, however, that no vacancy shall
remain unfilled for a period longer than nine (9) calendar
months.
EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE
Section 7. The death, declination, resignation, retirement,
removal, incapacity, or disability of the Trustees, or any one of
them, shall not operate to annul the Trust or to revoke any
existing agency created pursuant to the terms of this Declaration
of Trust.
OWNERSHIP OF ASSETS OF THE TRUST
Section 8. The assets of the Trust shall be held separate
and apart from any assets now or hereafter held in any capacity
other than as Trustee hereunder by the Trustees or any successor
Trustees. All of the assets of the Trust shall at all times be
considered as vested in the Trustees. No Shareholder shall be
deemed to have a severable ownership in any individual asset of
the Trust or any right of partition or possession thereof, but
each Shareholder shall have a proportionate undivided beneficial
interest in the Trust.
ARTICLE V
POWERS OF THE TRUSTEES
POWERS
Section 1. The Trustees in all instances shall act as
principals, and are and shall be free from the control of the
Shareholders. The Trustees shall have full power and authority
to do any and all acts and to make and execute any and all
contracts and instruments that they may consider necessary or
appropriate in connection with the management of the Trust. The
Trustees shall not in any way be bound or limited by present or
future laws or customs in regard to trust investments, but shall
have full authority and power to make any and all investments
which they, in their uncontrolled discretion, shall deem proper
to accomplish the purpose of this Trust. Subject to any
applicable limitation in the Declaration of Trust or the Bylaws,
the Trustees' power and authority shall include the power and
authority:
(a) To invest and reinvest cash and other property,
and to hold cash or other property uninvested, without in
any event being bound or limited by any present or future
law or custom in regard to investments by Trustees, and to
sell, exchange, lend, pledge, mortgage, hypothecate, write
options on and lease any or all of the assets of the Trust.
<PAGE>
(b) To adopt Bylaws not inconsistent with this
Declaration of Trust providing for the conduct of the
business of the Trust and to amend and repeal them to the
extent that right is not therein reserved to the
Shareholders.
(c) To elect and remove such officers and appoint and
terminate such agents as they consider appropriate.
(d) To employ one or more banks, trust companies or
other business firms as custodian of any assets of the Trust
subject to any conditions set forth in the law, this
Declaration of Trust or in the Bylaws, if any.
(e) To retain a transfer agent and Shareholder
servicing agent, or both.
(f) To provide for the issuance and distribution of
Shares of the Trust or Series thereof, either through a
Principal Underwriter in the manner hereinafter provided for
or by a Trust itself, or both, or to temporarily or
permanently discontinue such issuance or distribution.
(g) To set record dates in the manner hereinafter
provided for.
(h) To delegate such authority as they consider
desirable to any officers of the Trust and to any agent,
custodian or underwriter.
(i) To sell or exchange any or all of the assets of
the Trust, subject to the provisions of Article XIII,
Section 4(b) hereof.
(j) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or
property; and to execute and deliver powers of attorney to
such person or persons as the Trustees shall deem proper,
granting to such person or persons such power and discretion
with relation to securities or property as the Trustees
shall deem proper.
(k) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of
securities.
(l) To hold any security or property in a form not
indicating any trust, whether in bearer, bookkeeping entry,
unregistered or other negotiable form; or either in its own
name or in the name of a custodian or a nominee or nominees,
subject in either case to proper safeguards according to the
usual practice of investment companies.
(m) To establish separate and distinct Series with
separately defined investment objectives and policies and
distinct investment purposes in accordance with the
provisions of Article III.
<PAGE>
(n) To allocate assets, liabilities and expenses of
the Trust to a particular Series or to apportion the same
between or among two or more Series, provided that any
liabilities or expenses incurred by a particular Series
shall be payable solely out of the assets belonging to that
Series as provided for in Article III.
(o) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation,
partnership, or concern, any security of which is held in
the Trust; to consent to any contract, lease, mortgage,
purchase, or sale of property by such corporation,
partnership, or concern, and to pay calls or subscriptions
with respect to any security held in the Trust.
(p) To compromise, arbitrate, or otherwise adjust
claims in favor of or against the Trust or any matter in
controversy including, but not limited to, claims for taxes.
(q) To pay dividends and other distributions of income
and of capital gains to Shareholders in the manner
hereinafter provided for.
(r) To borrow money or securities to the extent
permitted by the 1940 Act. The Trustees shall not pledge,
mortgage or hypothecate the assets of the Trust except that,
to secure borrowings, the Trustees may pledge securities.
(s) To adopt such form or forms of Share certificates
as the Trustees may, from time to time, deem appropriate.
(t) To establish, from time to time, a minimum or
maximum total, investment for Shareholders, and to require
the redemption in whole or in part, of the Shares of any
Shareholders whose investment is less than or greater than
such minimum or maximum, as the case may be, upon giving
notice to such Shareholder.
(u) Such other powers and authority as are commonly
exercised by or permitted to investment companies.
No one dealing with the Trustees shall be under any
obligation to make any inquiry concerning the authority of the
Trustees, or to see to the application of any payments made or
property transferred to the Trustees or upon their order.
TRUSTEES AND OFFICERS AS SHAREHOLDERS
Section 2. Any Trustee, officer or other agent of the Trust
<PAGE>
may acquire, own and dispose of Shares to the same extent as if
he were not a Trustee, officer or agent; and the Trustees may
issue and sell or cause to be issued and sold Shares to and buy
such Shares from any such person or any firm or company in which
he is interested, subject only to the general limitations herein
contained as to the sale and purchase of such Shares; and all
subject to any restrictions which may be contained in the Bylaws.
ACTION BY THE TRUSTEES
Section 3. The Trustees shall act by majority vote at a
meeting duly called or by unanimous written consent without a
meeting or by telephone consent provided a quorum of Trustees
participates in any such telephonic meeting, unless the 1940 Act
requires that a particular action be taken only at a meeting of
the Trustees in person. At any meeting of the Trustees, a
majority of the Trustees shall constitute a quorum. Meetings of
the Trustees may be called orally or in writing by the Chairman
of the Trustees or at his order or discretion or by any two other
Trustees. Notice of the time, date and place of all meetings of
the Trustees shall be given by the party calling the meeting to
each Trustee in the manner provided in the Bylaws. Notice need
not be given to any Trustee who attends the meeting without
objecting to the lack of notice or who executes a written waiver
of notice with respect to the meeting. Subject to the
requirements of the 1940 Act, the Trustees by majority vote may
delegate to any one of their number their authority to approve
particular matters or take particular actions on behalf of the
Trust.
CHAIRMAN OF THE TRUSTEES
Section 4. The Trustees may appoint one of their number to be
Chairman of the Board of Trustees. The Chairman shall preside
at all meetings of the Trustees, and he may be without limitation
the chief executive, financial and accounting officer of the
Trust.
ARTICLE VI
EXPENSES OF THE TRUST
TRUSTEE REIMBURSEMENT
Section 1. Subject to the provisions of Article III,
Section 5, the Trustees shall be reimbursed from the Trust estate
or the assets belonging to the appropriate Series for their
expenses and disbursements, including, without limitation,
interest expenses, taxes, fees and commissions of every kind,
expenses of pricing Trust portfolio securities, expenses of
issue, repurchase and redemption of shares including expenses
attributable to a program of periodic repurchases or redemptions,
under Federal and State laws and regulations, charges of
<PAGE>
custodians, transfer agents, and registrars, expenses of
preparing and setting up in type Prospectuses and Statements of
Additional Information, expenses of printing and distributing
Prospectuses sent to existing Shareholders, auditing and legal
expenses, reports to Shareholders, expenses of meetings of
Shareholders and proxy solicitations therefor, insurance
expenses, association membership dues and for such non-recurring
items as may arise, including litigation to which the Trust is a
party, and for all losses and liabilities by them incurred in
administering the Trust, and for the payment of such expenses,
disbursements, losses and liabilities and Trustees shall have a
lien on the assets belonging to the appropriate Series prior to
any rights or interests of the Shareholders thereto. This
section shall not preclude the Trust from directly paying any of
the aforementioned fees and expenses.
ARTICLE VII
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND TRANSFER AGENT
INVESTMENT ADVISER
Section 1. Subject to the requirements of the 1940 Act, the
Trustees may in their discretion from time to time enter into an
investment advisory or management contract(s) with respect to the
Trust or any Series thereof whereby the other party(ies) to such
contract(s) shall undertake to furnish the Trustees such
management, investment advisory, statistical and research
facilities and service and such other facilities and services, if
any, and all upon such terms and conditions, as the Trustees may
in their discretion determine. Notwithstanding any provisions of
this Declaration of Trust, the Trustees may authorize the
investment adviser(s) (subject to such general or specific
instructions as the Trustees may from time to time adopt) to
effect purchases, sales or exchanges pursuant to
recommendations of the investment adviser (and all without
further action by the Trustees). Any such purchases, sales and
exchanges shall be deemed to have been authorized by all of the
Trustees.
The Trustees may, subject to applicable requirements of the
1940 Act, including those relating to Shareholder approval,
authorize the investment adviser to employ one or more sub-
advisers from time to time to perform such of the acts and
services of the investment adviser, and upon such terms and
conditions, as may be agreed upon between the investment
adviser and sub-adviser.
PRINCIPAL UNDERWRITER
Section 2. The Trustees may in their discretion from time
to time enter into a contract(s) providing for the sale of the
Shares, whereby the Trust may either agree to sell the Shares to
the other party to the contract or appoint such other party its
sales agent for such Shares. In either case, the contract shall
be on such terms and conditions as may be prescribed in the
Bylaws, if any, and such further terms and conditions as the
Trustees may in their discretion determine not inconsistent with
the provisions of this Article VII, or of the Bylaws, if any; and
such contract may also provide for the repurchase or sale of
Shares by such other party as principal or as agent of the Trust.
TRANSFER AGENT
Section 3. The Trustees may in their discretion from time to
time enter into one or more contracts whereby the other party
shall undertake to furnish the Trustees with transfer agency
and/or Shareholder services. The contracts shall be on such
terms and conditions as the Trustees may in their discretion
determine not inconsistent with the provisions of this
Declaration of Trust or of the Bylaws, if any. Such services may
be provided by one or more entities.
PARTIES TO CONTRACT
Section 4. The Trust may enter into any contract with any
corporation, firm, partnership, trust or association, although
one or more of the Trustees or officers of the Trust may be an
officer, director, trustee, shareholder, partner or member of
such other party to the contract, and no such contract shall be
invalidated or rendered voidable by reason of the existence of
any such relationship, nor shall any person holding such
relationship be liable merely by reason of such relationship for
any loss or expense to the Trust under or by reason of said
contract or accountable for profit realized directly or
indirectly therefrom, provided that the contract when entered
into was reasonable and fair and not inconsistent with the
provisions of this Article VII or the Bylaws, if any.
PROVISIONS AND AMENDMENTS
Section 5. Any contract entered into pursuant to Sections 1
and 2 of this Article VII and any amendments thereof shall be
consistent with and subject to the requirements of the 1940 Act
(including any amendments thereof or other applicable Act of
Congress hereafter enacted) with respect to its continuance in
effect, its termination, and the method of authorization and
approval of such contract or renewal thereof.
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
VOTING POWERS
Section 1. The shareholders shall have power to vote (i)
for the election of Trustees as provided in Article IV, Section
2, (ii) for the removal of Trustees as provided in Article IV,
<PAGE>
Section 3(d), (iii) with respect to any investment advisory or
management contract as provided in Article VII, Section 1, (iv)
with respect to the amendment of this Declaration of Trust as
provided in Article XIII, Section 7, (v) to the same extent as
the shareholders of a Delaware business corporation, as to
whether or not a court action, proceeding or claim should be
brought or maintained derivatively or as a class action on behalf
of the Trust or the Shareholders, provided, however, that a
Shareholder of a particular Series shall not be entitled to bring
any derivative or class action on behalf of any other Series of
the Trust, and (vi) with respect to such additional matters
relating to the Trust as may be required or authorized by federal
or state law, by this Declaration of Trust, or the Bylaws, if
any, or any registration of the Trust with the Securities and
Exchange Commission (the "Commission"), as the Trustees may
consider desirable. On any matter submitted to a vote of the
Shareholders, all Shares shall be voted by individual Series,
except (i) when required by the 1940 Act, Shares shall be voted
in the aggregate and not by individual Series or (ii) when the
Trustees have determined that the matter affects only the
interests of one or more Series, then only the Shareholders of
such Series shall be entitled to vote thereon. Each whole Share
shall be entitled to one vote as to any matter on which it is
entitled to vote, and each fractional Share shall be entitled to
a proportionate fractional vote. There shall be no cumulative
voting in the election of Trustees. Shares may be voted in
person or by proxy and ballots shall not be required. Until
Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required or permitted by
law, this Declaration of Trust or any Bylaws of the Trust to be
taken by Shareholders.
MEETINGS
Section 2. The first Shareholders' meeting shall be held at
the time specified in Section 2 of Article IV at the principal
office of the Trust or such other place as the Trustees may
designate. Special meetings of the Shareholders of any Series
may be called by the Trustees and shall be called by the Trustees
upon the written request of Shareholders owning at least one-
fifth (1/5th) of the outstanding Shares entitled to vote, except
in cases where a lesser percentage is required under the 1940
Act. Whenever ten (10) or more Shareholders meeting the
qualifications set forth in Section 16(c) of the 1940 Act, as the
same may be amended from time to time, seek the opportunity of
furnishing materials to the other Shareholders with a view to
obtaining signatures on such a request for a meeting, the
Trustees shall comply with the provisions of said Section 16(c)
with respect to providing such Shareholders access to the list of
the Shareholders of record of the Trust or the mailing of such
materials to such Shareholders of record. Shareholders shall be
entitled to at least ten (10) days' notice of any meeting.
<PAGE>
QUORUM AND REQUIRED VOTE
Section 3. A majority of Shares entitled to vote in person
or by proxy shall be a quorum for the transaction of business at
a Shareholders' meeting, except that where any provision of law
or of this Declaration of Trust permits or requires that holders
of any Series shall vote as a Series, then a majority of the
aggregate number of Shares of that Series entitled to vote shall
be necessary to constitute a quorum for the transaction of
business by that Series. Any lesser number shall be sufficient
for adjournments. Any adjourned session or sessions may be held,
within a reasonable time after the date set for the original
meeting, without the necessity of further notice. Except when a
larger vote is required by any provision of this Declaration of
Trust or the Bylaws or the 1940 Act, a majority of the Shares
voted in person or by proxy shall decide any questions and a
plurality shall elect a Trustee, provided that where any
provision of law or of this Declaration of Trust permits or
requires that the holders of any Series shall vote as a Series,
then a majority of the Shares of that Series voted on the matter
shall decide that matter insofar as that Series is concerned.
ARTICLE IX
CUSTODIAN
APPOINTMENT AND DUTIES
Section 1. The Trustees shall at all times employ one or
several banks, trust companies, or other business firms, which
may be Interested Persons (as defined in the 1940 Act) of the
Trust, as custodian with authority as its agent, but subject to
such restrictions, limitations and other requirements, if any, as
may be contained in the Bylaws:
(1) to hold the securities owned by the Trust and
deliver the same upon written order;
(2) to receive and give receipt for any moneys due to
the Trust and deposit the same in its own banking
department or elsewhere as the Trustees may direct; and
(3) to disburse such funds upon orders or vouchers;
and the Trust may also employ such custodian or custodians as its
agent;
(1) to keep the books and accounts of the Trust and
furnish clerical and accounting services; and
(2) to compute, if authorized to do so by the
Trustees, the Net Asset Value of any Series in
accordance with the provisions hereof;
<PAGE>
all upon such basis of compensation as may be agreed upon
between the Trustees and the custodian(s). If so directed
by a Majority Shareholder Vote, the custodian(s) shall deliver
and pay over all property of the Trust held by it as specified
in such vote.
The Trustees may also authorize the custodian(s) to employ
one or more sub-custodians, which may be Interested Persons of
the Trust (as defined above), from time to time to perform such
of the acts and services of the custodian(s) and upon such terms
and conditions, as may be agreed upon between the custodian(s)
and such sub-custodian and approved by the Trustees, provided
that in every case such sub-custodian shall be a bank, trust
company or other business firm organized under the laws of the
United States or one of the states thereof or such other person
as may be permitted by the Commission, or otherwise in accordance
with the 1940 Act.
CENTRAL CERTIFICATE SYSTEM
Section 2. Subject to such rules, regulations and order as
the Commission may adopt, the Trustees may direct the
custodian(s) to deposit all or any part of the securities owned
by the Trust in a system for the central handling of securities
established by a national securities exchange or a national
securities association registered with the Commission under the
Securities Exchange Act of 1934, or such other person as may be
permitted by the Commission, or otherwise in accordance with the
1940 Act, pursuant to which system all securities of any
particular class or series of any issuer deposited within the
system are treated as fungible and may be transferred or pledged
by bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be subject to
withdrawal only upon the order of the Trust.
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
DISTRIBUTIONS
Section 1.
(a) The Trustees may from time to time declare and pay
dividends and other distributions. The amount of such
dividends and other distributions and the payment of them
shall be wholly in the discretion of the Trustees.
(b) The Trustees shall have power, to the fullest
extent permitted by the laws of Massachusetts, at any time
to declare and cause to be paid dividends and other
distributions on Shares of a particular Series, from the
assets belonging to that Series, which dividends or other
distribution, at the election of the Trustees, may be paid
<PAGE>
daily or otherwise pursuant to a standing resolution or
resolutions adopted only once or with such frequency as the
Trustees may determine, and may be payable in Shares of that
Series at the election of the Trustees or each Shareholder
of that Series.
(c) Anything in this instrument to the contrary
notwithstanding, the Trustees may at any time declare and
distribute pro rata among the Shareholders of a particular
Series, as of the record date of that Series fixed as
provided in Section 3 of Article XIII, a "stock dividend".
REDEMPTION OF SHARES
Section 2. In case any holder of record of Shares of a
particular Series desires to dispose of his Shares, he may
deposit at the office of the transfer agent or other authorized
agent of that Series, in accordance with any procedures
established by the Trustees, a written request or such other form
of request as the Trustees may from time to time authorize,
requesting that the Series redeem or purchase the Shares in
accordance with this Section 2; and the Shareholders so
requesting shall be entitled to require the Series to redeem or
purchase, and the Series or the Principal Underwriter of the
Series shall redeem or purchase his said Shares, but only at the
next-determined Net Asset Value thereof (as described in Section
3 hereof). The Series shall make payment for any such Shares to
be redeemed or purchased, as aforesaid, in cash or, if permitted
by law, at the Trustees' election in kind from the assets of that
Series and payment for such Shares shall be made by the Series or
the Principal Underwriter of the Series to the Shareholder of
record within seven (7) days after the date upon which the
request is effective.
DETERMINATION OF NET ASSET VALUE AND VALUATION OF PORTFOLIO
ASSETS
Section 3. The term "Net Asset Value" of any Series shall
mean that amount which the assets of that Series exceed its
liabilities, all as determined by or under the direction of the
Trustees. Such value per Share shall be determined separately
for each Series of Shares and shall be determined on such days
and at such times as the Trustees may determine. Such
determination shall be made with respect to securities for which
market quotations are readily available, at the market value of
such securities; and with respect to other securities and assets,
at the fair value as determined in good faith by the Trustees,
provided, however, that the Trustees, without Shareholder
approval, may alter the method of appraising portfolio securities
insofar as permitted under the 1940 Act and the interpretations
thereof promulgated or issued by the Commission or insofar as
permitted by any Order of the Commission applicable to the
Series. The Trustees may delegate any of their powers and duties
under this Section 3 with respect to appraisal of assets and
liabilities. At any time the Trustees may cause the value per
Share last determined to be determined again in similar manner
and may fix the time when such redetermined value shall become
effective.
SUSPENSION OF THE RIGHT OF REDEMPTION
Section 4. The Trustees may declare a suspension of the
right of redemption or postpone the date of payment as permitted
under the 1940 Act. Such suspension shall take effect at such
time as the Trustees shall specify but not later than the close
of business on the business day next following the declaration or
suspension, and thereafter there shall be no right of redemption
or payment until the Trustees shall declare the suspension at an
end. In the case of a suspension of the right of redemption, a
Shareholder may either withdraw his request for redemption or
receive payment based on the next-determined Net Asset Value per
Share after the termination of the suspension.
<PAGE>
ARTICLE XI
COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES
COMPENSATION
Section 1. The Trustees as such shall be entitled to
reasonable compensation from the Trust; they may fix the amount
of their compensation. Nothing herein shall in any way prevent
the employment of any Trustee for advisory, management, legal,
accounting, investment banking or other services and payment for
the same by the Trust.
LIMITATION OF LIABILITY
Section 2. Provided they have exercised reasonable care and
have acted under the reasonable belief that their actions are in
the best interest of the Trust, the Trustees shall not be
responsible for or liable in any event for neglect or wrongdoing
of them or any officer, agent, employee or investment adviser of
the Trust, but nothing contained herein shall protect any Trustee
against any liability to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his
office. Every note, bond, contract, instrument, certificate or
undertaking and every other act or obligation whatsoever executed
or performed by or on behalf of the Trust or the Trustees or any
of them in connection with the Trust shall be conclusively deemed
to have been executed or done only in or with respect to their or
his capacity as Trustees or Trustee, and such Trustees or Trustee
shall not be personally liable thereon.
ARTICLE XII
INDEMNIFICATION
COVERED PERSONS
Section 1.
(a) Subject to the exceptions and limitations
contained in paragraph (b) of this Section 1 below:
(i) every person who is, or has been, a Trustee or
officer of the Trust (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") shall be indemnified by the
appropriate Series to the fullest extent permitted by law
against liability and against all expenses reasonably
incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a
party or otherwise by virtue of his being or having been a
Covered Person and against amounts paid or incurred by him
in the settlement thereof;
(ii) the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits
or proceedings (civil, criminal, administrative or
other, including appeals), actual or threatened while
in office or thereafter, and the words "liability" and
"expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to
a Covered Person:
(i) who shall have been adjudicated by a court or
body before which the proceeding was brought (A) to be
liable to the Trust or its Shareholders by reason of
willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the
conduct of his office, unless, and only to the extent
that, such court or body shall determine upon
application that, despite the adjudication of
liability, but in view of all the circumstances of the
case, the Covered Person is fairly and reasonably
entitled to indemnification or (B) not to have acted in
good faith in the reasonable belief that his action was
in the best interest of the Trust; or
(ii) in the event of a settlement, unless there
has been a determination that such Trustee or officer
<PAGE>
was not liable by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office,
(A) by the court or other body approving the
settlement;
(B) by at least a majority of those Trustees who
are neither Interested Persons of the Trust (as
defined above) nor are parties to the matter based
upon a review of readily available facts (as
opposed to a full trial-type inquiry); or
(C) by written opinion of independent legal
counsel based upon a review of readily available
facts (as opposed to a full trial-type inquiry);
provided, however, that any Shareholder may, by appropriate
legal proceedings, challenge any such determination by the
Trustees, or by independent counsel.
(c) The rights of indemnification herein provided may
be insured against by policies maintained by the Trust,
shall be severable, shall not be exclusive of or affect any
other rights to which any Covered Person may now or
hereafter be entitled, shall continue as to a person who has
ceased to be such Trustee or officer and shall inure to the
benefit of the heirs, executors and administrators of such a
person. Nothing contained herein shall affect any rights to
indemnification to which Trust personnel, other than
Trustees and officers, and other persons may be entitled by
contract or otherwise under law.
(d) Expenses in connection with the preparation and
presentation of a defense to any claim, action, suit or
proceeding of the character described in paragraph (a) of
this Section 1 may be paid by the applicable Series from
time to time prior to final disposition thereof upon receipt
of an undertaking by or on behalf of such Covered Person
that such amount will be paid over by him to the applicable
Series if it is ultimately determined that he is not
entitled to indemnification under this Section 1; provided,
however, that either (a) such Covered Person shall have
provided appropriate security for such undertaking, (b) the
Trust is insured against losses arising out of any such
advance payments or (c) either a majority of the Trustees
who are neither Interested Persons of the Trust (as defined
above) nor parties to the matter, or independent legal
counsel in a written opinion, shall have determined, based
upon a review of readily available facts (as opposed to a
trial-type inquiry or full investigation), that there is
reason to believe that such Covered Person will be found
entitled to indemnification under this Section 1.
<PAGE>
(e) The Trust shall be entitled to assume the defense
of any such claim, suit, action or proceeding, with counsel
approved by the Covered Person to be indemnified, upon the
delivery to such Covered Person of written notice of its
election to do so. After delivery of such notice, approval
of such counsel by the Covered Person to be indemnified, and
the retention of such counsel by the Trust, the Trust will
not be liable to the Covered Person to be indemnified for
any fees of counsel subsequently incurred by such Covered
Person with respect to the same proceeding, provided that
(i) such Covered Person shall have the right to employ his
own counsel in any such claim, suit, action or proceeding at
his own expense and (ii) if (A) the employment of counsel by
such Covered Person has been previously authorized by the
Trust, (B) such Covered Person shall have reasonably
concluded that there may be a conflict of interest between
the Trust and such Covered Person in the conduct of any such
defense, or (C) the Trust shall not, in fact, have employed
counsel to assume the defense of such claim, suit, action or
proceeding, then the fees and expenses of any counsel
retained by such Covered Person shall be at the expense of
the Trust.
(f) If this Section 1 is revoked or amended to
eliminate or reduce the effect thereof, the indemnification
and advancement of expenses provided by, or granted pursuant
to, this Section 1 shall continue to be effective for
Covered Persons entitled to indemnification hereunder prior
to such revocation or amendment with respect to matters
arising prior to such revocation or amendment. Nothing
herein is intended to require or shall be construed as
requiring the Trust to do or fail to do any act in violation
of applicable law.
SHAREHOLDERS
Section 2. In case any Shareholder or former Shareholder of
any series of the Trust shall be held to be personally liable
solely by reason of his being or having been a Shareholder and
not because of his acts or omissions or for some other reason,
the Shareholder or former Shareholder (or his heirs, executors,
administrators or other legal representatives or in the case of a
corporation or other entity, its corporate or other general
successor) shall be entitled out of the assets belonging to the
applicable Series to be held harmless from and indemnified
against all loss and expense arising from such liability. The
Series shall, upon request by the Shareholder or former
Shareholder for any act or obligation of the Series and satisfy
any judgment thereon.
<PAGE>
ARTICLE XIII
MISCELLANEOUS
TRUST NOT A PARTNERSHIP; TRUSTEES, SHAREHOLDERS, ETC.
NOT PERSONALLY LIABLE; NOTICE
Section 1. It is hereby expressly declared that a trust and
not a partnership is created hereby. No Trustee hereunder shall
have any power to bind personally either the Trust's officers or
any Shareholder. All persons extending credit to, contracting
with or having any claim against the Trust or the Trustees shall
look only to the assets of the appropriate Series for payment
under such credit, contract or claim; and neither the
Shareholders nor the Trustees, nor any of their agents, whether
past, present or future, shall be personally liable therefor.
Nothing in this Declaration of Trust shall protect a Trustee
against any liability to which the Trustee would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee hereunder. Every note, bond,
contract, instrument, certificate or undertaking made or issued
by the Trustees or by any officer or officers shall five notice
that this Declaration of Trust is on file with the Secretary of
The Commonwealth of Massachusetts and shall recite to the effect
that the same was executed or made by or on behalf of the Trust
or by them as Trustee or Trustees or as officer or officers and
not individually and that the obligations of such instrument are
not binding upon any of them or the Shareholders individually but
are binding only upon the assets and property of the Trust, and
may contain such further recital as he or they may deem
appropriate, but the omission thereof shall not operate to bind
any Trustee or Trustees or officer or officers or Shareholder or
Shareholders individually.
TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE,
NO BOND OR SURETY
Section 2. The exercise by the Trustees of their powers and
discretions hereunder in good faith and with reasonable care
under the circumstances then prevailing, shall be binding upon
everyone interested. Subject to the provisions of Section 1 of
this Article XIII and to Article XII, the Trustees shall not be
liable for errors of judgment or mistakes of fact or law. The
Trustees may take advice of counsel or other experts with respect
to the meaning and operation of this Declaration of Trust, and
subject to the provisions of Section 1 of this Article XIII and
to Article XII, shall be under no liability for any act or
omission in accordance with such advice or for failing to follow
such advice. The Trustees shall not be required to give any bond
as such, nor any surety if a bond is obtained.
<PAGE>
ESTABLISHMENT OF RECORD DATES
Section 3. The Trustees may close the stock transfer books
of the Trust for a period not exceeding sixty (60) days preceding
the date of any meeting of Shareholders, or the date for the
payment of any dividends or other distributions, or the date for
the allotment of rights, or the date when any change or
conversion or exchange of Shares shall go into effect; or in lieu
of closing the stock transfer books as aforesaid, the Trustees
may fix in advance a date, not exceeding sixty (60) days
preceding the date of any meeting of shareholders, or the date
for payment of any dividend or other distribution, or the date
for the allotment of rights, or the date when any change or
conversion or exchange of Shares shall go into effect, as a
record date for the determination of the Shareholders entitled to
notice of, and to vote at, any such meeting, or entitled to
receive payment of any such dividend or other distribution, or to
any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of Shares, and
in such case such Shareholders and only such Shareholders as
shall be Shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting, or to
receive payment of such dividend or other distribution, or to
receive such allotment or rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any Shares on
the books of the Trust after any such record date fixed as
aforesaid.
TERMINATION OF TRUST
Section 4.
(a) This Trust shall continue without limitation of
time but subject to the provisions of paragraph (b) of this
Section 4.
(b) Subject to a Majority Shareholder Vote of each
Series affected by the matter or, if applicable, to a
Majority Shareholder Vote of the Trust, the Trustees may
(i) sell and convey the assets of the Trust or
any affected Series to another trust, partnership,
association or corporation organized under the laws of
any state for adequate consideration which may include
the assumption of all outstanding obligations, taxes
and other liabilities, accrued or contingent, of the
Trust or any affected Series, and which may include
shares of beneficial interest or stock of such trust,
partnership, association or corporation; or
(ii) at any time sell and convert into money all
of the assets of the Trust or any affected Series.
Upon making provision for the payment of all such
liabilities in either (i) or (ii), by such assumption or
otherwise, the Trustees shall distribute the remaining
proceeds or assets (as the case may be) ratably among the
holders of the Shares of the Trust or any affected Series
then outstanding.
(c) Upon completion of the distribution of the
remaining proceeds or the remaining assets as provided in
paragraph (b), the Trust or any affected Series shall
terminate and the Trustees shall be discharged of any and
all further liabilities and duties hereunder and the right,
title and interest of all parties shall be cancelled and
discharged.
FILING OF COPIES, REFERENCES, HEADINGS, GENDER, ETC.
Section 5. The original or a copy of this instrument and of
each declaration of trust supplemental hereto shall be kept at
the office of the Trust where it may be inspected by any
Shareholder. A copy of this instrument and of each supplemental
declaration of trust shall be filed by the Trustees with the
Secretary of The Commonwealth of Massachusetts, as well as any
other governmental office where such filing may from time to time
be required. Anyone dealing with the Trust may rely on a
certificate by an officer or Trustee of the Trust as to whether
or not any such supplemental declarations of trust have been made
and as to any matters in connection with the Trust hereunder, and
with the same effect as if it were the original, may rely on a
copy certified by an officer or Trustee of the Trust to be a copy
of this instrument or of any such supplemental declaration of
trust. In this instrument or in any such supplemental
declaration of trust, references to this instrument, and all
expressions like "herein," "hereof" and "hereunder," shall be
deemed to refer to this instrument as amended or affected by any
such supplemental declaration of trust. Headings are placed
herein for convenience of reference only and in case of any
conflict, the text of this instrument, rather than the headings,
shall control. This instrument may be executed in any number of
counterparts each of which shall be deemed an original. In the
case of all terms used in this instrument, the singular shall
include the plural and the masculine gender shall include the
feminine and neuter, and vice versa, as the context requires.
APPLICABLE LAW
Section 6. The trust set forth in this instrument is made
in The Commonwealth of Massachusetts, and it is created under and
is to be governed by and construed and administered (a) according
to the laws of said Commonwealth and (b) in a manner not
inconsistent with the provisions of the 1940 Act. The Trust
shall be of the type commonly called a Massachusetts business
trust, and without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a
trust.
<PAGE>
AMENDMENTS
Section 7. If authorized by votes of the Trustees and a
Majority Shareholder Vote, or by any larger vote which may be
required by applicable law or this Declaration of Trust in any
particular case, the Trustees shall amend or otherwise supplement
this instrument, by making a declaration of trust supplemental
hereto, which thereafter shall form a part hereof, except that an
amendment which shall affect the Shareholders of one or more
Series but not the Shareholders of all outstanding Series shall
be authorized by vote of the Shareholders holding a majority of
the Shares entitled to vote of each Series affected and no vote
of Shareholders of a Series not affected shall be required.
Amendments having the purpose of changing the name of the Trust
or supplying any omission, curing any ambiguity or curing,
correcting or supplementing any defective or inconsistent
provision contained herein shall not require authorization by
Shareholder vote. Copies of the supplemental declaration of
trust shall be filed as specified in Section 5 of this Article
XIII.
FISCAL YEAR
Section 8. The fiscal year of the Trust shall end on a
specified date as set forth in the Bylaws, provided, however,
that the Trustees may, without Shareholder approval, change the
fiscal year of the Trust.
The Trust's principal business address is:
Suite 818
53 West Jackson Boulevard
Chicago, Illinois 60604
The Trust's registered agent in Massachusetts is:
CT Corporation System
2 Oliver Street
Boston, MA 02109
The Trust's principal business address in Massachusetts is:
CT Corporation System
2 Oliver Street
Boston, MA 02109
<PAGE>
EXHIBIT 2
BYLAWS
OF
THE OMNI INVESTMENT FUND
ARTICLE I
OFFICERS AND THEIR ELECTION
SECTION 1. Officers. The officers of the Trust shall be a
President, a Treasurer, a Secretary, and such other officers with
such other titles as provided for herein or as the Trustees may
from time to time elect. It shall not be necessary for any
Trustee or other officer to be a holder of shares in the Trust.
SECTION 2. Election of Officers. The officers of the Trust
shall be chosen annually by the Trustees. The President shall be
chosen annually by and from the Trustees. Two or more offices
may be held by a single person except the offices of President
and Secretary. The officers shall hold office until their
successors are chosen and qualified.
SECTION 3. Resignations and Removals. Any officer of the
Trust may resign by filing a written resignation with the
President or with the Trustees or with the Secretary, which shall
take effect on being so filed unless it is specified to be
effective at some other time or upon the happening of some other
event. Any officer may be removed at any time, with or without
cause, by vote of a majority of the entire number of Trustees.
SECTION 4. Vacancies. The Trustees may fill any vacancy
occurring in any office for any reason and may, in its
discretion, leave unfilled for such period as it may determine
any offices other than those of President, Treasurer and
Secretary. Each such successor shall hold office until his
successor is chosen and qualified.
ARTICLE II
POWERS AND DUTIES OF OFFICERS AND TRUSTEES
SECTION 1. Trustees. The business and affairs of the Trust
shall be managed by the Trustees, and they shall have all powers
necessary and desirable to fully carry out that responsibility.
SECTION 2. Executive and other Committees. The Trustees may
elect from their own number an Executive Committee to consist
<PAGE>
of not less than two (2) nor more than three (3) members, which
shall have the power and duty to conduct the current and ordinary
business of the Trust, and such other powers and duties as the
Trustees may from time to time delegate to such Committee. The
Trustees may also elect from their own number other Committees
from time to time, the number composing such Committees and the
powers conferred upon the same to be determined by vote of the
Trustees. Vacancies in a committee shall be filled by the Board
of Trustees.
SECTION 3. President. The President shall be the chief
operating officer of the Trust and, subject to the Trustees,
shall have general supervision over the business and policies of
the Trust. The President shall have full power and authority to
bind the Trust and in connection therewith may execute and
deliver in the name and on behalf of the Trust any and all
agreements, instruments, notes and writings of any nature that he
may consider necessary or appropriate in connection with the
management of the Trust. The President shall perform such duties
additional to all of the foregoing as the Trustees may from time
to time designate.
SECTION 4. Treasurer. Subject to Section 4 of Article V of
the Declaration of Trust, the Treasurer may be the principal
financial and accounting officer of the Trust. He shall deliver
all funds and securities of the Trust which may come into his
hands to such bank(s) or trust compan(ies) as the Trustees shall
employ as Custodian(s) in accordance with Article IX of the
Declaration of Trust and these Bylaws. He shall have the custody
of the seal of the Trust. He shall make annual reports in
writing of the business conditions of the Trust, which reports
shall be preserved upon its records, and he shall furnish such
other reports regarding its business and condition as the
Trustees may from time to time require. The Treasurer shall
perform such duties additional to all of the foregoing as the
Trustees or the President may from time to time designate.
SECTION 5. Secretary. The Secretary shall record in books
kept for the purpose all votes and proceedings of the Trustees
and the shareholders at their respective meetings. The Secretary
shall perform such duties and possess such powers additional to
the foregoing as the Trustees or the President may from time to
time designate.
SECTION 6. Vice Presidents. Each Vice President of the Trust
shall perform such duties and possess such powers as the Trustees
or the President may from time to time designate. In the event
of the absence, inability or refusal to act of the President, the
Vice President (or if there shall be more than one, the Vice
Presidents in the order elected by the Trustees) shall perform
the duties of the President and when so performing shall have all
<PAGE>
the powers of and be subject to all the restrictions upon the
President.
SECTION 7. Assistant Treasurer. The Assistant Treasurer of
the Trust shall perform such duties and possess such powers as
the Trustees, the President or the Treasurer may from time to
time designate.
SECTION 8. Assistant Secretary. The Assistant Secretary of
the Trust shall perform such duties and possess such powers as
the Trustees, the President or the Secretary may from time to
time designate.
ARTICLE III
SHAREHOLDERS' MEETING
SECTION 1. General. Voting powers and meetings of
Shareholders shall be governed by applicable provisions of law,
the Declaration of Trust and as hereinafter provided by these
Bylaws.
SECTION 2. Special Meetings. A special meeting of the
Shareholders of any Series shall be called by the Secretary
whenever ordered by the Trustees or requested in writing by the
holder or holders of at least one-fifth (1/5th) of the
outstanding Shares of any such Series entitled to vote. If the
Secretary, when so ordered or requested, refuses or neglects for
more than two (2) days to call such special meeting, the Trustees
or the Shareholders so requesting may, in the name of the
Secretary, call the meeting by giving notice thereof in the
manner required when notice is given by the Secretary.
SECTION 3. Notices. Except as above provided, notices of any
special meeting of the Shareholders shall be given by the
Secretary by delivering or mailing, postage prepaid, to each
Shareholder entitled to vote at said meeting, a written or
printed notification of such meeting, at least ten (10) days
before the meeting, to such address as may be registered with the
Trust by the Shareholder.
SECTION 4. Place of Meeting. All special meetings of the
Shareholders shall be held at the principal place of business of
the Trust in Chicago, Illinois, or at such other place in the
United States as the Trustees may designate.
SECTION 5. Voting of Shares by Certain Shareholders. Shares
standing in the name of a deceased person may be voted by his
personal representative either in person or by proxy. Shares
standing in the name of a conservator or trustee may be voted
by such fiduciary, either in person or by proxy, but no such
<PAGE>
fiduciary shall be entitled, as such fiduciary, to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by
such receiver and shares held by or under the control of a
receiver may be voted by such receiver without the transfer
thereof into his name if authority to do so be contained in an
appropriate order of the court by which such receiver was
appointed.
A Shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled
to vote the shares so transferred.
Shares standing in the name of another corporation, domestic
or foreign, may be voted by such officer, agent or proxy as the
Bylaws of such corporation may prescribe, or in the absence of
such provision, as the Board of Directors of such corporation may
determine.
SECTION 6. Consent Actions. Any actions required to be taken
at a meeting of the Shareholders of this Trust or any action
which may be taken at a meeting of the Shareholders may be taken
without a meeting if consents in writing, setting forth the
action so taken, shall be signed by all the Shareholders entitled
to vote with respect to the subject matter thereof. Such
consents shall have the same force and effect as a unanimous vote
of the Shareholders at a meeting duly held and may be stated as
such on any certificate or document. The Secretary shall file
the consents with the minutes of the meetings of the
Shareholders.
SECTION 7. Conducting Meetings. The President or, in the
President's absence, one of the other officers shall call
meetings of the Shareholders to order and shall act as Chairman
of such meetings. In the absence of the President and all other
officers, any of the persons calling the meeting by a notice
given as herein provided may call the meeting to order, and a
Chairman shall be elected. The Secretary of the Corporation or
any Assistant Secretary shall act as Secretary of all meetings of
the Shareholders; and if the Secretary and all Assistant
Secretaries shall be absent, then such person as may be
designated by the Chairman of the meeting shall act as Secretary
thereof.
ARTICLE IV
TRUSTEES' MEETINGS
SECTION 1. Meetings. Meetings of the Trustees shall be
<PAGE>
called orally or in writing by the President or at his order or
direction or by any two other Trustees, and if the Secretary when
so requested refuses or fails for more than one (1) day to call
such meeting, the President, or such two other Trustees, may in
the name of the Secretary call such meeting by giving due notice
in the manner required when notice is given by the Secretary.
SECTION 2. Quorum. A majority of the Trustees shall
constitute a quorum for the transaction of business.
SECTION 3. Notices. Except as otherwise provided, notice of
any meeting of the Trustees shall be given by the Secretary to
each Trustee, (a) by mailing to him, postage prepaid, addressed
to him at his address as registered on the books of the Trust or,
if not so registered, at his last known address, a written or
printed notification of such meeting at least three (3) days
before the meeting, or (b) by delivering such notice to him at
least two (2) days before the meeting, or (c) by telephoning him
or by sending to him at least one (1) day before the meeting, by
prepaid telegram, addressed to him at his said registered
address, if any, or if he has no such registered address, as his
last known address, notice of such meeting.
SECTION 4. Place of Meeting. All meetings of the Trustees
shall be held at the principal place of business of the Trustees
in Chicago, Illinois, or such other place in the United States as
the person or persons requesting said meeting to be called may
designate, but any meeting may adjourn to any other place.
SECTION 5. Special Action. When all the Trustees shall be
present at any meeting, however called, or wherever held, or
shall assent to the holding of the meeting without notice, or
after the meeting shall sign a written assent thereto on the
record of such meeting, the acts of such meeting shall be valid
as if such meeting had been regularly held.
SECTION 6. Action by Consent. Any action by the Trustees may
be taken without a meeting if a written consent thereto is signed
by all the Trustees and filed with the records of the Trustees
meetings, or by telephone consent provided a quorum of Trustees
participate in any such telephone meeting. Such consent shall be
treated as a vote of the Trustees for all purposes.
ARTICLE V
SHARES OF BENEFICIAL INTEREST
SECTION 1. Beneficial Interest. The beneficial interest in
the Trust and the status of the owners thereof shall be defined,
established and governed by applicable provisions of law, the
Declaration of Trust and as herein provided by these Bylaws.
<PAGE>
SECTION 2. Certificate of Shares of Beneficial Interest.
Subject to certain minimum investment requirements as may be set
by the Trustees, each Shareholder shall be entitled to a
certificate of shares of beneficial interest of the Trust in such
form as may be prescribed from time to time by the Trustees. The
certificate shall be signed by the President or a Vice President,
and by the Treasurer or an Assistant Treasurer, but when a
certificate is countersigned by a transfer agent or a registrar,
other than a Trustee, officer or employee of the Trust, such
signature may be a facsimile. In case any officer who has signed
or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Trust with the
same effect as if he were such officer at the time of its issue.
Every certificate for shares of beneficial interest which are
subject to any restriction or transfer pursuant to the
Declaration of Trust, the Bylaws, applicable securities laws or
any agreement to which the Trust is a party, shall have
conspicuously noted on the face or back of the certificate either
the full text of the restriction or a statement of the existence
of such restrictions and a statement that the Trust will furnish
a copy of the restrictions to the holder of such certificate upon
written request and without charge. Every certificate issued
when the Trust is authorized to issue more than one class or
series of shares of beneficial interest shall set forth on its
face or back either the full text of the preferences, voting
powers, qualifications and special and relative rights of the
shares of each class and series authorized to be issued or a
statement of the existence of such preferences, powers,
qualifications and rights and a statement that the Trust will
furnish a copy thereof to the holder of such certificate upon
written request and without charge.
SECTION 3. Transfers. Subject to the restrictions, if any,
stated or noted on the Share certificates, Shares may be
transferred on the books of the Trust by the surrender to the
Trust or its transfer agent of the certificate representing such
shares properly endorsed or accompanied by a written assignment
or power of attorney properly executed, and with such proof of
authority or the authenticity of signature as the Trust or its
transfer agent may reasonably require. Except as may be
otherwise required by law, by the Declaration of Trust or by
these Bylaws, the Trust shall be entitled to treat the record
holder of Shares of beneficial interest as shown on its books as
the owner of such Shares for all purposes, including the payment
the owner of such Shares for all purposes, including the payment
of dividends and the right to vote with respect thereto,
regardless of any transfer, pledge or other disposition of such
Shares until the Shares have been transferred on the books of the
Trust in accordance with the requirements of these Bylaws.
<PAGE>
SECTION 4. Replacement of Certificates. In case of the
alleged loss or destruction or the mutilation of a certificate of
shares of beneficial interest, a duplicate certificate may be
issued in place of the lost, destroyed or mutilated certificate,
upon such terms as the Trustees may prescribe, including the
presentation of reasonable evidence of such loss, destruction or
mutilation and the giving of such indemnity as the Trustees may
require for the protection of the Trust or any transfer agent or
registrar.
ARTICLE VI
INSPECTION OF BOOKS
The Trustees shall from time to time determine whether and
to what extent, and at what time and places, and under what
conditions and regulations the accounts and books of the Trust or
any of them shall be open to the inspection of the Shareholders;
and no Shareholder shall have any right to inspect any account or
book or document of the Trust except as conferred by law or
otherwise by the Trustees or by resolution of the Shareholders.
ARTICLE VII
CUSTODIAN
The Custodian(s) employed by the Trust pursuant to Article
IX of the Declaration of Trust shall be required to enter into a
contract with the Trust which shall contain in substance the
following provisions:
(a) The Trust will cause securities and funds owned by the
Trust to be delivered or paid to the Custodian(s).
(b) The Custodian(s) will receive and give receipt for any
moneys due to the Trust and deposit the same in its own
banking department, if any, or elsewhere as the
Custodian(s) and the Trustees may approve. The
Custodian(s) shall have the sole power to draw upon any
such account.
(c) The Custodian(s) shall release and deliver securities
owned by the Trust and make payments of money of the
Trust only upon the instructions of the Trust.
The contract between the Trust and the Custodian(s) may
contain any such other provisions not inconsistent with the
provisions of Article IX of the Declaration of Trust or with
these Bylaws as the Trustees may approve.
<PAGE>
Such contract shall be terminable by either party upon
written notice to the other within such time not exceeding sixty
(60) days as may be specified in the contract; provided, however,
that upon termination of the contract or inability of the
Custodian(s) to continue to serve, the Custodian(s) shall, upon
written notice of appointment of another bank, trust company or
other business firm as custodian, deliver and pay over to such
successor Custodian all securities and moneys held by it for
account of the Trust. In such case, the Trustees shall promptly
appoint a successor Custodian, but in the event that no successor
Custodian can be found having the required qualifications and
willing to serve, it shall be the duty of the Trustees to call as
promptly as possible a special meeting of the Shareholders to
determine whether the Trust shall function without a Custodian or
shall be liquidated. If so directed by vote of the holders of a
majority of the outstanding Shares, the Custodian(s) shall
deliver and pay over all property of the Trust held by it as
specified in such vote.
Pending appointment of a successor Custodian or a vote of
the Shareholders specifying some other disposition of the funds
and property, the Custodian(s) shall not deliver funds and
property of the Trust to the Trust, but it may deliver them to a
bank, trust company or other business firm doing business in
Chicago, Illinois, of its own selection as the property of the
Trust to be held under terms similar to those on which they were
held by the retiring Custodian.
Any sub-custodian employed by the Custodian(s) pursuant to
authorization to do so granted by the Trust pursuant to Article
IX of the Declaration of Trust shall be required to enter into a
contract with the Custodian containing in substance the same
provisions as those described in paragraphs (a) through (c)
above, except that any contract with a sub-custodian performing
its duties outside the United States and its territories and
possessions, may omit or limit any of such conditions, provided
that, any such omission or limitation shall be expressly approved
by a majority of the Trustees of the Trust.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
SECTION 1. Seal. The seal of the Trust or Series thereof
shall be circular in form and shall have inscribed on its surface
the name of the Trust or Series and the following words:
"A MASSACHUSETTS BUSINESS TRUST"
or "A SERIES OF A MASSACHUSETTS BUSINESS TRUST."
<PAGE>
SECTION 2. Reports to Shareholders. The Trustees shall at
least semi-annually submit to the Shareholders a written
financial report of the transactions of the Trust including
financial statements which shall at least annually be certified
by independent public accountants.
SECTION 4. Voting of Securities. Except as the Trustees may
otherwise designate, the President or Treasurer may waive notice
of, and act as, or appoint any person or persons to act as, proxy
or attorney-in-fact for the Trust (with or without power of
substitution) at any meeting of stockholders or Shareholders of
any corporation or other organization, the securities of which
may be held by the Trust.
SECTION 5. Evidence of Authority. A certificate by the
Secretary or Assistant Secretary, or a temporary Secretary, as to
any action taken by the Shareholders, Trustees, any committee or
any officer or representative of the Trust shall as to all
persons who rely on the certificate in good faith be conclusive
evidence of such action.
SECTION 6. Declaration of Trust. All references in these
Bylaws to the Declaration of Trust shall be deemed to refer to
the Declaration of Trust of the Trust dated April 19, 1990, and
known as "The Omni Investment Fund," as amended and in effect
from time to time.
SECTION 7. Severability. Any determination that any
provision of these Bylaws is for any reason inapplicable, illegal
or ineffective shall not affect or invalidate any other provision
of these Bylaws or the Declaration of Trust.
SECTION 8. Pronouns. All pronouns used in these Bylaws shall
be deemed to refer to the masculine, feminine or neuter, singular
or plural, as the identity of the person or persons may require.
SECTION 9. Amendments. Subject to the rights of the
Shareholders to amend these Bylaws, these Bylaws may be amended
by the vote of a majority of the Trustees at any meeting of the
Board of Trustees.
CERTIFICATION
The above and foregoing is a true and correct copy of the
Bylaws of The Omni Investment Fund.
Joan K. Bruckner
______________________________
Secretary
Dated: April 19, 1990.
<PAGE>
EXHIBIT 5
INVESTMENT ADVISORY AGREEMENT
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made
this 17th day of May, 1990, between THE OMNI INVESTMENT FUND, a
Massachusetts business trust (herein referred to as the "Trust"),
(herein referred to as "PWM".
W I T N E S S E T H:
WHEREAS, the Trust is registered as an open-end management
investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and has registered its shares for
public offering under the Securities Act of 1933, as amended (the
"1933 Act"); and
WHEREAS, the Trust and PWM deem it mutually advantageous
that PWM should assist the Board of Trustees and officers of the
Trust in the management of the securities portfolio of the Trust.
NOW, THEREFORE, it is hereby agreed as follows:
1. MANAGEMENT. PWM shall manage the investment and
reinvestment of the Trust's assets and advise with respect
thereto for the period and on the terms set forth in this
Agreement, subject to the overall control of the Board of
Trustees of the Trust. PWM shall give due consideration to the
Investment policies and restrictions and the other statements
concerning the Trust in the Trust's declaration of trust, bylaws,
and registration statements under the 1940 Act and the 1933 Act,
and to the provisions of the Internal Revenue Code of 1986, as
amended, applicable to the Trust as a regulated investment
company. In addition, PWM shall cause its officers to attend
meetings and furnish oral or written reports, as the Trust may
reasonably require, in order to keep the Board of Trustees and
appropriate officers of the Trust fully informed as to the
condition of the investment portfolio of the Trust, the
investment recommendations of PWM, and the investment
considerations which have given rise to those recommendations.
The services of PWM to the Trust hereunder are not to be deemed
to be exclusive, and PWM is free to render services to other
parties. It is understood that trustees, officers and
shareholders of the Trust are or may become interested in PWM as
directors, officers and shareholders of PWM, that directors
officers, employees and shareholders of PWM are or may become
similarly interested in the Trust, and that PWM may become
interested in the Trust as a shareholder or otherwise.
<PAGE>
2. EXPENSES BORNE TO PWM. PWM shall, at its own expense,
furnish to the Trust office space in the offices of PWM or in
such other place as may be mutually agreed upon from time to
time, and all necessary office facilities, equipment and
personnel for managing the affairs and investments and
supervising the keeping of the books of the Trust. In addition,
PWM assumes and shall pay or reimburse the Trust for:
(a) reasonable compensation, fees and related expenses
of the officers and trustees of the Trust, except for such
trustees who are not interested persons (as that term is
defined in Section 2(a)(19) of the 1940 Act) of PWM; and
(b) all expenses of promoting the sale of shares of
the trust other than expenses incurred in complying with
federal and state laws and the laws of any foreign country
applicable to the issues, offer, or sale of shares of the
Trust. Nothing in this Agreement shall be construed to
impose upon PWM the obligation to assume, pay or reimburse
the Trust for any expenses not specifically assumed in this
Section 2 by PWM.
3. Obligations of Trust. The Trust shall have the
following obligations under this Agreement:
(a) to keep PWM continuously and fully informed as to
the composition of its investment portfolio and the nature
of all of its assets and liabilities from time to time;
(b) to furnish PWM with a certified copy of any
financial statement or report prepared for it by certified
or independent public accountants and with copies of any
financial statements or reports made to its shareholders or
to any governmental body or securities exchange;
(c) to furnish PWM with any further materials or
information which PWM may reasonably request to enable it to
perform its function under this Agreement; and
(d) to compensate PWM for its services hereunder in
accordance with the provisions of Section 4 below.
4. Compensation. The Trust shall pay to PWM for its
services a fee of one percent (1%) annualized computed on the net
asset value of the Trust as of the close of business each day (or
the preceding business day if such day is not a business day)
during which the Agreement is in effect, payable monthly as soon
as practicable on or after the last business day of each month.
5. Expenses Borne by the Trust. The Trust assumes and
shall pay all expenses incidental to its organization, operations
<PAGE>
and business not specifically assumed or agreed to be paid by PWM
pursuant to Section 2 and 6 hereof, including, but not limited
to, investment adviser fees; and compensation, fees, or
reimbursements which the Trust pays to its trustees who are not
interested persons (as that phrase is defined in Section 2(a)(19)
of the 1940 Act) of PWM; compensation of the Trust's custodian,
transfer agent, registrar or dividend disbursing agent; legal,
accounting and printing expenses, administrative, clerical,
record-keeping and bookkeeping expenses; brokerage commissions
and all other expenses in connection with execution of portfolio
transactions (including appropriate commissions paid to PWM for
effecting exchange listed, over-the-counter or other securities
transactions); interest; all federal, state and local taxes
(including stamp, excise, income and franchise taxes); costs of
stock certificates and expenses of delivering such certificates
to the purchaser thereof; expenses of local representation in
Massachusetts; expenses of shareholders' meetings and of
preparing, printing and distributing proxy statements, notices
and reports to shareholders; expenses of preparing and filing
reports and tax returns with federal and state regulatory
authorities; all expenses incurred in complying with all federal
and state laws and the laws of any foreign country applicable to
the issue, offer, or sale of shares of the Trust, including, but
not limited to, all costs involved in the registration or
qualification of shares of the Trust for sale in any jurisdiction
and all costs involved in preparing and printing prospectuses of
the Trust; and all fees, dues and other expenses incurred by the
Trust in connection with the membership of the Trust in any trade
association or other investment company organization. Upon the
request of the Board of Trustees of the Trust, PWM shall perform
any of the above described administrative and clerical functions,
including transfer agency, registry, dividend disbursing, record
keeping and bookkeeping functions, and preparation of reports and
returns, provided that the Trust shall pay to PWM such
compensation for such services as PWM and the Trust shall agree.
6. Limitations on Expenses of Trust. In the event the
operating expenses of the Trust, including amounts payable to PWM
pursuant to Section 4 hereof, for any fiscal year ending on a
date on which this Agreement is in effect exceed the expense
limitations applicable to the Trust imposed by applicable state
securities laws or regulations thereunder, as such limitations
may be raised or lowered from time to time, PWM shall reduce its
fee hereunder by the extent of such excess and, if required
pursuant to any such laws or regulations, will reimburse the
Trust in the amount of such excess; provided, however, to the
extent permitted by law, there shall be excluded from such
expenses the amount of any interest, taxes, brokerage
commissions, distribution fees and extraordinary expenses
(including but not limited to legal claims and liabilities and
litigation costs and any indemnification related thereto) paid or
<PAGE>
payable by the Trust. Whenever the expenses of the Trust exceed
a pro rata portion of the applicable annual expense limitations,
the estimated amount of reimbursement under such limitations
shall be applicable as an offset against the monthly payment of
the fee due to PWM. Should two or more such expense limitations
be applicable as at the end of the last business day of the
month, the expense limitation which results in the largest
reduction in PWM's fee shall be applicable.
7. Treatment of Investment Advice. The Trust shall treat
the investment advice and recommendations of PWM as being
advisory only, and shall retain full control over its own
investment policies.
8. Brokerage Commissions. For purposes of this Agreement,
brokerage commissions paid by the Trust upon the purchase or sale
of its portfolio securities shall be considered a cost of
securities of the Trust and shall be paid by the Trust. PWM is
authorized and directed to place Trust portfolio transactions
only with brokers and dealers who render satisfactory service in
the execution of orders at the most favorable prices and at
reasonable commission rates, provided, however, that PWM may pay
a broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission
another broker dealer would have charged for effecting that
transaction if PWM determines in good faith that such amount of
commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer
viewed in terms of either that particular transaction or the
overall responsibilities of PWM. PWM is also authorized to
consider sales of Trust shares as a factor in selecting broker-
dealers to execute trust portfolio transaction. In placing
portfolio business with such broker-dealers, PWM shall seek the
best execution of each transaction and all such brokerage
placement shall be consistent with the Rules of Fair Practice of
the National Association of Securities Dealers, Inc. (the
"NASD"). In that regard, PWM, a registered broker-dealer and
member of the NASD, may effect or execute Trust portfolio
transactions, whether on a securities exchange or in the over-
the-counter market, and receive separate compensation from the
Trust therefor. Notwithstanding the foregoing,t he Trust shall
retain the right to direct the placement of all portfolio
transactions, and the Board of Trustees may establish policies or
guidelines to be followed by PWM in placing portfolio
transactions, for the Trust pursuant to the foregoing provisions.
PWM shall report on the placement of portfolio transactions in
the prior fiscal quarter to the Board of Trustees of the Trust at
each quarterly Board meeting.
9. Purchase by Affiliates. Neither PWM nor any officer or
director thereof shall take a long or short position in the
<PAGE>
securities issued by the Trust. This prohibition, however, shall
not prevent the purchase from the Trust of shares by the officers
or directors of PWM (or by deferred benefit plans established for
their benefit) at the current price available to the public.
10. Termination. This Agreement may be terminated at any
time, without penalty, by the Board of Trustees of the Trust, or
by the shareholders of the Trust acting by vote of at least a
majority of its outstanding voting securities (as that phrase is
defined in Section 2(a)(42) of the 1940 Act), provided in either
case that sixty (60) days advance written notice of termination
be given to PWM at its principal place of business. This
Agreement may be terminated by PWM at any time, without penalty,
by giving sixty (60) days advance written notice of termination
to the Trust, addressed to its principal place of business.
11. Assignment. This Agreement shall terminate
automatically in the event of any assignment (as the term is
defined in Section 2(a)(4) of the 1940 Act) of this Agreement.
12. Term. This Agreement shall continue in effect, unless
sooner terminated in accordance with its terms, for two (2) years
from the date hereof, and shall continue in effect from year to
year thereafter only so long as such continuance is specifically
approved at least annually by the vote of a majority of the
trustees of the Trust who are not parties hereto or interested
persons (as that term is defined in Section 2(a)(19) of the 1940
Act) of any such party, cast in person at a meeting called for
the purpose of voting on the approval of the terms of such
renewal, and by either the Board of Trustees of the Trust or the
affirmative vote of a majority of the outstanding voting
securities of the Trust (as that phrase is defined in Section
2(a)(42) of the 1940 Act). The annual approvals provided for
herein shall be effective to continue this Agreement from year to
year if given within a period beginning not more than sixty (60)
days prior to the second and subsequent anniversary dates of this
Agreement, notwithstanding the fact that more than three hundred
sixty-five (365) days may have elapsed since the date on which
such approval was last given.
13. Amendments. This Agreement may be amended by the
parties only if such amendment is specifically approved (i) by
the affirmative vote of a majority of the outstanding voting
securities of the Trust (as that phrase is defined in Section
2(a)(19) of the 1940 Act) or, if permitted by applicable law, by
the Board of Trustees of the Trust and (ii) by a majority of
those trustees who are not interested persons of any party to
this Agreement.
14. Limitation of Personal Liability. The parties hereto
acknowledge and agree that all liabilities arising, directly or
<PAGE>
indirectly, under this Agreement, of any and every nature
whatsoever, including without limitation, liabilities arising in
connection with the agreement, if any, of the Trust or its
Trustees set forth herein to indemnify any party to this
Agreement or any other person, shall be satisfied out of the
assets of the Trust and that no Trustee, officer or holder of
shares of beneficial interest of the Trust shall be personally
liable for any of the foregoing liabilities, except that,
notwithstanding the foregoing liabilities, except that,
notwithstanding the foregoing, this provision shall not be
construed to provide that any Trustee, investment adviser, and
officer of the Trust shall be entitled to indemnification from
the Trust or the Trust shareholders with regard to personal
liability for his or its willful misfeasance, bad faith, gross
negligence or reckless disregard of his or its obligations and
duties to the Trust. The Trust's Declaration of Trust, as
amended from time to time, is on file in the Office of the
Secretary of State of the Commonwealth of Massachusetts. Such
Declaration of Trust describes in detail the respective
responsibilities and limitations on liability of the Trustees,
officers and holder of shares of beneficial interest of the
Trust.
15. Limitation of Liability of PWM. PWM shall not be liable
for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the
management of the Trust, except for willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by
reason of reckless disregard of its obligations and duties
hereunder. As used in this Section 15, "PWM" shall include any
affiliate of PWM performing services for the Trust contemplated
hereunder and directors, officers and employees of PWM and such
affiliates.
IN WITNESS WHEREOF, the parties have caused their duly
authorized officers to execute this Investment Advisory Agreement
as of the date and year first above written.
PERKINS, WOLF, MCDONNELL & CO.
Gregory E. Wolf
By:-------------------------------------
Gregory E. Wolf, President
THE OMNI INVESTMENT FUND
Robert H. Perkins
By:------------------------------------
Robert H. Perkins, President
<PAGE>
EXHIBIT 8
RESTATED AND AMENDED
CUSTODIAN AGREEMENT
THIS AGREEMENT is made as of January 21, 1993, by and between
The Omni Investment Fund, a Massachusetts business trust
hereinafter sometimes referred to as "Owner," and Perkins, Wolf,
McDonnell & Company, hereinafter referred to as the "Broker."
WHEREAS, Owner has appointed Broker as agent and custodian
with respect to the securities owned by Owner pursuant to a
Custodian Agreement dated May 17, 1990 (the "Custodian
Agreement"); and
WHEREAS, the parties hereto desire to amend and restate in
its entirety the Custodian Agreement;
NOW THEREFORE, in consideration of mutual covenants, the
parties hereby amend and restate the Custodian Agreement in its
entirety as follows:
FIRST: Owner hereby appoints the Broker as agent and
custodian and the Broker agrees to open and maintain a Custodian
Account in the name of Owner for all monies, stocks, bonds and
other property now or hereafter deposited by Owner with and
accepted by the Broker as such custodian, on the following terms:
(a) All securities deposited by Owner may be held by the
Broker in a safe deposit box at a bank, in securities'
depositories, book entry systems or other appropriate
safekeeping agencies. The Broker shall at all times
maintain a separate and distinct record of the
securities held for this account.
(b) The Broker hereby agrees to use its best efforts to
collect and receive the income, issues, dividends and
profits of the property so placed in its charge under
the terms of this Agreement and agrees to pay same
in accordance with the written direction of Owner.
(c) The Broker shall us its best efforts to collect,
receive and provide receipt for the proceeds received
from the maturity, redemption, sale or other
disposition of the securities or other property held in
this account.
(d) The Broker shall buy, sell, receive, deliver or
otherwise deal with property or cash deposited
hereunder, upon the instructions of Owner. All
instructions from Owner, including the sale,
<PAGE>
disposition or reinvestment of any property
deposited, shall be in writing. The Broker may,
however, in its discretion accept verbal instructions
which it believes to be genuine from Owner or its
authorized agent, and Owner agrees that such verbal
instructions will be confirmed in writing to the
Broker.
(e) The Broker is authorized to transfer funds between
the Custodian Account and the Owner's savings or
checking account upon the verbal directions of the
Owner.
(f) The Broker shall endeavor to determine the dividends
and maturing interest and principal to which Owner
is entitled and to take appropriate action or advise
Owner with reference to items not received.
(g) The Broker will furnish Owner with appropriate
advices of transaction.
(h) The Broker may cause any securities at any time
deposited hereunder to be registered in the name of
the Owner, in the name of the registered nominee of
the Broker or in such form that they will pass by
delivery.
(i) The Broker may designate and use such
correspondents, subcustodians, securities
depositories, clearing agents and other agents
(collectively, "agents") as the Broker in its
discretion deems necessary, appropriate or desirable.
The Broker shall have not more or less responsibility
or liability to Owner on account of any action or
omission of any agent than such agent has to the
Broker, except (i) to the extent attributable to a
failure by the Broker in exercising due care in the
selection or retention of the agent or (ii) to the
extent that such act or omission of the agent was
caused by the Broker's own negligence or bad faith.
SECOND: The compensation of the Broker as agent and custodian
hereunder shall be the Broker's costs for establishing a separate
account at its depository, a separate account at its bank and a
separate safe deposit box to accommodate the Owner. Normally
these costs will be less than $1,000.00 per month.
THIRD: The securities and investments of the Owner shall be
verified by Owner's independent public accountants by complete
examination at least three times during each fiscal year, at
least two of which examinations shall be without prior notice
<PAGE>
to Owner or the Broker. Such securities and investments shall,
at all time, be subject to inspection by the Securities and
Exchange Commission through its employees or agents.
FOURTH: This Agreement may be modified at any time and in
such manner as shall be mutually agreed upon by the parties in
writing and may be terminated at any time by either of the
parties.
FIFTH: The parties hereto acknowledge and agree that all
liabilities arising, directly or indirectly, under this
Agreement, of any and every nature whatsoever, including without
limitation, liabilities arising in connection with any agreement
of the Owner or its trustees set forth herein to indemnify any
party to this Agreement or any other person, shall be satisfied
out of the assets of the Owner and that no trustee of the Owner,
officer, or holder of shares of beneficial interest of the Owner
shall be personally liable for any of the foregoing liabilities.
The Owner's Declaration of Trust, as amended from time to time,
is on file in the Office of the Secretary of State of The
Commonwealth of Massachusetts. Such Declaration of Trust
describes in detail the respective responsibilities and
limitations on liability of the trustees, officers and holders of
shares of beneficial interest of the Trust.
SIXTH: The terms and conditions of this Agreement are subject
to the applicable provisions of law and the Declaration of Trust
and the Bylaws of Owner, as each may be amended from time to
time, and shall be construed in accordance with the laws of The
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have cause this
instrument to be executed by their respective duly authorized
officers and their corporate seals to be hereunto affixed and
attested on the day and year first above written.
THE OMNI INVESTMENT FUND
By: Robert H. Perkins
Attest:
Joan K. Bruckner
PERKINS, WOLF, MCDONNELL & COMPANY
By: Gregory E. Wolf
Attest:
Robert H. Perkins
<PAGE>
EXHIBIT 10
Leslie J. Parrette
(816) 274-6852
April 26, 1996
Trustees of The Omni Investment Fund
53 West Jackson Boulevard
Suite 818
Chicago, Illinois 60604
Gentlemen:
We have acted as counsel to The Omni Investment Fund, a
Massachusetts business trust (the "Trust"), in connection with
the filing of Post-Effective Amendment No. 10 to its Registration
Statement on Form N-1A (or any amendment thereto) regarding the
offer and sale from time to time, of an indefinite number of
shares of beneficial interest of the Trust, $.01 par value per
share (the "Shares"), which Shares shall be sold at not less than
"net asset value," as defined in the Trust's Declaration of
Trust on file in the office of the Secretary of The Commonwealth
of Massachusetts and the Clerk of the City of Boston (the
"Declaration").
We have examined the Declaration and the Trust's Bylaws, and
we are familiar with the actions taken by the Trust to authorize
the issuance and sale from time to time of the Shares. We have
also examined and relied upon a certificate from the Secretary of
State of The Commonwealth of Massachusetts indicating that the
Trust is in good standing in that commonwealth as of March 26,
1996, and a certificate of a responsible officer of the Trust as
to certain factual matters. In addition, we have examined such
other documents, instruments and records (and have made such
other investigations) as we have deemed necessary to render this
opinion.
In our examination of the documents described above, we have
assumed the genuineness of all signatures on all documents
examined by us, the legal capacity of each signing party who is a
natural person, the authenticity of all documents submitted to us
for our examination as originals, and the conformity to authentic
original documents of all documents submitted to us as certified,
conformed, facsimile or photostatic copies.
BASED UPON THE FOREGOING, IT IS OUR OPINION THAT:
1. THE TRUST IS DULY ORGANIZED AND VALIDLY EXISTING UNDER
MASSACHUSETTS LAW WITH AUTHORITY ADEQUATE FOR THE CONDUCT OF ITS
BUSINESS.
2. THE BENEFICIAL INTEREST OF THE TRUST IS DIVIDED INTO AN
UNLIMITED NUMBER OF SHARES OF BENEFICIAL INTEREST, $.01 PAR VALUE
PER SHARE.
3. UPON RECEIPT OF CONSIDERATION IN AN AMOUNT NOT LESS THAN
THEIR NET ASSET VALUE AT THE TIME OF SALE OR EXCHANGE, THE SHARES
SO ISSUED WILL BE VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE BY
THE TRUST.
<PAGE>
In connection with the opinion set forth above as to the
Shares being nonassessable, please note that the Trust is an
entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders could, under
certain circumstances, be held personally liable for the
obligations of the Trust. However, the Declaration disclaims
liability of shareholders for obligations of the Trust and
requires that notice of such disclaimer be given in every note,
bond, contract, instrument, certificate or undertaking made or
issued by the Trustees or by an officer of the Trust. The
Declaration provides for indemnification by the Trust of any
shareholder of a series of Trust shares held personally liable
solely by reason of being or having been a shareholder of the
Trust, such indemnification to be paid solely out of the assets
of such series. Thus, the shareholder's risk is limited to
circumstances in which the assets of the particular series of
which he, she or it is or was a shareholder would be insufficient
to meet the obligations asserted against or with respect to such
assets.
We have not been asked to, nor do we, express an opinion with
respect to the legality of the offer and sale of the issued
Shares.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the above-referenced
Registration Statement of the Trust on Form N-1A (or any
amendment thereto), covering an indefinite number of Trust
shares. This opinion is for the exclusive use of the Trust in
connection with the filing of its Post-Effective Amendment
with the Securities and Exchange Commission. It is not to be
used, circulated, quoted, relied upon or otherwise referred to by
any other person or for any other purpose. This opinion is
given as of the date hereof and we render no opinion, and
disclaim any obligation to revise or supplement this opinion,
based upon any change of applicable law or any factual matter
that occurs or comes to our attention after the date hereof.
Very truly yours,
BLACKWELL SANDERS MATHENY
WEARY & LOMBARDI L.C.
By: Leslie J. Parrette, Jr.
Member
<PAGE>
EXHIBIT 11
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions
"Financial Highlights," "Independent Auditors" and "Financial
Statements" and to the incorporation by reference of our report
dated February 16, 1996 in the Registration Statement (Form N-1A)
and in the related Prospectus of The Omni Investment Fund, filed
with the Securities and Exchange Commission in this Post
Effective Amendment No. 10 to the Registration Statement under
the Securities Act of 1933 (File No. 33-15867) and in this
Amendment No. 10 to the Registration Statement under the
Investment Company Act of 1940 (File No. 811 -4273).
ERNST & YOUNG LLP
Chicago, Illinois
April 10, 1996
<PAGE>
EXHIBIT 13
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Karl Zerfoss
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
John Hawkinson
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Paul DeLomba
Ruth L. DeLomba
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Lucille Deramus Trust
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 500 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Patricia W. Deramus Tr.
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 500 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Stanley L. Cook
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Thomas M. Perkins
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Dennis Kelleher
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Fred T. Sandburg
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Jane Mark Gould
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Robert H. Perkins
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Harry Perkins
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Keith L. Cook
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
John Barone
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Robert L. Gould
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Harry L. Vincent
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Sharon Kress
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Stephen E. Lewis
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
J.E. Hall
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Thomas V. Williams, Jr.
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Thomas F. Fogarty
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Frank B. McDonnell
Thomas A. McDonnell
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1500 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Bruce Calvert
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Paul D. Kaplan
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
William Pross
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 500 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Bruce Shalberg
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Erhard Wolf
02/04/1985
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 500 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Hal Danzig
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 500 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Jack Wylie
Glenna Wylie
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 1000 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Leola H. Perkins
<PAGE>
Omni Investment Fund
$.10 Par Value Capital Stock
Minimum Subscription $50,000.00; Price Per Share $100.00
Investment Letter
February 14, 1985
Omni Investment Fund
175 W. Jackson Blvd., Suite A657
Chicago, Illinois 60604
Gentlemen:
This is to confirm my purchase of 500 shares of the
Capital Stock ($.10 par value) of Omni Investment Fund (the
"Fund") at $100.00 per share as of the initial offering date, or
at net asset value if my funds should arrive between opening date
and closing date. I acknowledge receipt of the private
placement Memorandum with Exhibits which I have read and
understand as well as the Investor Questionnaire which I have
completed and include herewith. In particular I understand
that the Fund is a Delaware corporation which has not yet engaged
in any business but which intends to register under the
Investment Company Act of 1940 as a non-diversified open-end, no
- - -load investment company. Although it is the current intention
of the Fund to make a public offering of its shares, there is no
assurance that it will in fact make a public offering. Further,
the Fund will not become registered under the Securities Act of
1933 to make a public offering until it has $2,000,000 in net
assets and management determines that performance of the stock
market is conducive to success of the Fund. I understand that
before such public offering may be made the Fund must file
registration statements with Securities and Exchange Commission
and that before or after such filing, material changes may be
made in either the investment policy of the Fund as summarized
herein or in the proposed provision of the agreement with the
Fund's investment adviser.
In addition I understand that any sale of Fund shares made
prior to registration of Fund shares pursuant to the Securities
Act of 1933, is made in reliance on an exemption from
registrations under the 1933 Act and certain state laws as an
offer and sale of securities not involving a public offering. In
<PAGE>
addition I understand that the Fund shares I purchase may not be
sold or transferred except pursuant to an exemption from
registration required under the Securities Act of 1933 and
certain state laws. In connection therewith I represent that I
am purchasing such shares only for investment and not with a
present intention of reselling them or otherwise distributing
them. I also represent that I have no present intention of
redeeming (reselling to the Fund) any or all of such shares upon
the acquisition by the Fund of additional funds from the public
sale of its stock. Therefore I understand that I may have to
bear the economic risk of an investment in the shares for an
indefinite period of time.
I understand that during the last half of the Fund's fiscal
year, management will be concerned about avoiding Personal
Holding Company Status, and therefore may refuse to redeem my
shares during such time.
Furthermore, I have entered into no agreement or
understanding with the officers of the Fund, with Perkins, Wolf,
McDonnell & Co., or with any of the other purchasers of the
Fund's shares in consideration of this purchase. I am the sole
party in interest with respect to the investment in the Fund and
owner of the funds used to purchase Fund shares.
I understand that the investment objectives of the Fund will
be to seek maximum capital growth through aggressive management
of its assets. I also understand that Perkins, Wolf, McDonnell &
Co., a Delaware corporation and registered investment adviser
presently serving private accounts, intends to act as investment
adviser to the Fund. The investment advisory agreement between
Perkins, Wolf, McDonnell & Co. and the fund is expected to
provide that for remuneration to the adviser by payment of a
monthly fee at an annual rate of .70 of 1% of the average daily
net asset value of the Fund. In any event, the fee will be
limited to a maximum of 2% of the average daily net asset value
of the Fund in any year.
Finally, I understand that Mr. Robert H. Perkins is
President of the fund and primarily responsible for management of
the Fund's portfolio. Mr. Gregory E. Wolf is President of
Perkins, Wolf, McDonnell & Co. and a director of the Fund. I
acknowledge that I have been given such other information about
the Fund, its officers and directors, and about Perkins, Wolf,
McDonnell & Co. as I have requested and as I believe to be
<PAGE>
desirable before making an informed judgment about purchasing the
shares of the Fund subscribed for hereby. I understand that the
officers and directors of the Fund are available to discuss the
intended business and operations of the Fund.
I will become the owner of the shares to be purchased
hereunder upon the collection of the check or checks delivered to
the Fund therefor, and stock certificates evidencing my ownership
of the shares will be delivered to me thereafter. This letter is
not a stock certificate and is not transferable.
Very truly yours,
Robert Laughlin
<PAGE>
<PAGE>
EXHIBIT 16
PERFORMANCE QUOTATION CALCULATIONS
A. Average Annual Total Return Data at Prospectus - 10.
PERIOD CALCULATION
12/31/94 - 12/31/95 $1,000 (1+ 26.1%)1 = $ 1,261
12/31/90 - 12/31/95 $1,000 (1+ 18.5%)5 = $ 2,239
02/14/85 - 12/31/95 $1,000 (1+ 14.7%)10.877 = $ 4,431
B. Comparison with Russell 2000 Small Stock Index at page
Prospectus - 10.
<TABLE>
<CAPTION>
PERIOD PERIOD RUSSELL 2000
COMMENCEMENT ENDED OMNI SMALL STOCK INDEX
<S> <C> <C> <C>
02/14/85 3/31/96 ($45,919 - 10,000)/10,000 = 359% ($34,255 - 10,000)/10,000 = 243%
</TABLE>
<PAGE>
EXHIBIT 17
FINANCIAL DATA SCHEDULE
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE ANNUAL REPORT DATED AS OF DECEMBER
31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH ANNUAL REPORT.
ITEM DESCRIPTION ITEM AMOUNT
Net asset value per share -
beginning of period $12.75
Net investment income (loss)
per share 0.09
Net realized and unrealized gain (loss)
on investments per share 3.23
Dividends per share from net
investment income (0.09)
Distribution per share from net
realized gain on investments (1.41)
Per share returns of capital and
distributions from other sources 0.0
Net asset value per share -
end of period 14.57
Ratio of expenses to average
net assets 1.64
Average debt outstanding during
period 0.0
Average debt outstanding per share 0.0
