-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IYkfU3M1GDdONIYkK4YTzqW1DAuQv8FiWWAw4pIZkbRt4lKC+dCJXIZA+G7C1/DE T2zxOPgYOK73JxT+O2YlDQ== 0000922907-96-000013.txt : 19960716 0000922907-96-000013.hdr.sgml : 19960716 ACCESSION NUMBER: 0000922907-96-000013 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19960430 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMNI INVESTMENT FUND CENTRAL INDEX KEY: 0000765924 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 363344166 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-15867 FILM NUMBER: 96553765 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-04273 FILM NUMBER: 96553766 BUSINESS ADDRESS: STREET 1: 53 W JACKSON BLVD STREET 2: STE 818 CITY: CHICAGO STATE: IL ZIP: 60604 BUSINESS PHONE: 3129220355 N-1A/A 1 THE OMNI INVESTMENT FUND 1996 FORM N-1A/A 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 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. 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 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. 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 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 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. 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. YEAR ENDED DECEMBER 31 Eleven Mos. Ended Dec. 31, 1995 1994 1993 1992 1991 1990 1989 1988 1987 Per share operat- ing performance:
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 (%): 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 Effective October 20, 1987 the Fund became publicly registered under the Investment Company Act of 1940. Prior thereto, its shares were not publicly offered. All per share amounts prior to December 31, 1994 have been adjusted for a 10 for 1 share split which occurred September 30, 1994. Annualized.
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." 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 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 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 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 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 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. 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. 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. 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. 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. 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. 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). 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. 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 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 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. 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. 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. 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. 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) 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. 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 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. 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 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, 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 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 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; (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; (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. 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 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 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 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. 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 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 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 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 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 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 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. 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 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. (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. 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 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 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 EX-1 2 DECLARATION OF TRUST EXHIBIT 1 AMENDED AND RESTATED DECLARATION OF TRUST OF THE OMNI INVESTMENT FUND 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 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 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 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; (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 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. 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 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. 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 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. (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. (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 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 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, 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. 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; 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 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. 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 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. (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. 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. 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. 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 EX-2 3 BYLAWS OF THE OMNI INVESTMENT FUND 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 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 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 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 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. 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. 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. 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." 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. EX-5 4 INVESTMENT ADVISORY AGREEMENT 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. 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 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 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 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 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 EX-8 5 RESTATED AND AMENDED CUSTODIAN AGREEMENT 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, 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 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 EX-10 6 OPINION LETTER 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. 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 EX-11 7 CONSENT OF INDEPENDENT AUDITORS 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 EX-13 8 INVESTMENT LETTER 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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. 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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. 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 EX-16 9 PERFORMANCE QUOTATION CALCULATIONS 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.
PERIOD PERIOD RUSSELL 2000 COMMENCEMENT ENDED OMNI SMALL STOCK INDEX 02/14/85 3/31/96 ($45,919 - 10,000)/10,000 = 359% ($34,255 - 10,000)/10,000 = 243%
EX-17 10 FINANCIAL DATA SCHEDULE 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 -----END PRIVACY-ENHANCED MESSAGE-----