372281.2
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section
14(a) of the Securities
Exchange Act of 1934 (Amendment
No. ____)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
AMERIPRIME FUNDS
----------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
_____________________________________________________________
2) Aggregate number of securities to which transaction applies:
___________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
______________________________________________________________
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------
5) Total fee paid:
-------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
______________________________________________________________
2) Form, Schedule or Registration Statement No.:
______________________________________________________________
3) Filing Party:
______________________________________________________________
4) Date Filed: ______________________________________________________________
FLORIDA STREET GROWTH FUND
1725 E. Southlake Blvd.
Suite 200
Southlake, Texas 76092
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held mARCH 15, 2002
Dear Shareholders:
The Board of Trustees of AmeriPrime Funds (the "Trust"), an open-end
investment company organized as an Ohio business trust, has called a special
meeting of the shareholders of the Florida Street Growth Fund, to be held at the
principal offices of the Trust, 1725 E. Southlake Blvd., Suite 200, Southlake,
Texas 76092, on _____________ 2002 at 10:00 a.m., central time, for the
following purpose:
1. Approval of (a) a new management agreement between the Trust and Aegis
Asset Management, Inc. and (b) a sub-advisory agreement between Aegis Asset
Management, Inc. and Arcadia Investment Management Corporation. No fee
increase is proposed.
2. Transaction of such other business as may properly come before the meeting
or any adjournments thereof.
Shareholders of record at the close of business on _______________,
2002 are entitled to notice of, and to vote at, the special meeting and any
adjournment(s) or postponement(s) thereof.
By Order of the Board of Trustees
KENNETH D. TRUMPFHELLER
Secretary
___________________, 2002
YOUR VOTE IS IMPORTANT
To assure your representation at the meeting, please complete the enclosed proxy
and return it promptly in the accompanying envelope or by faxing it to
317-266-8756, whether or not you expect to be present at the meeting. If you
attend the meeting, you may revoke your proxy and vote your shares in person.
-5-
Florida Street GROWTH Fund
1725 E. Southlake Blvd.
Suite 200
Southlake, Texas 76092
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
To Be Held ____________, 2002
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of Ameriprime Funds (the "Trust"), on behalf
of the Florida Street Growth Fund (the "Fund"), for use at the Special Meeting
of Shareholders of the Fund (the "Meeting") to be held at the principal offices
of the Trust, 1725 E. Southlake Blvd., Suite 200, Southlake, Texas 76092 on
________, 2002 at 10:00 a.m., central time, and at any and all adjournments
thereof. The Notice of Meeting, Proxy Statement and accompanying form of proxy
will first be mailed to shareholders on or about ____________, 2002.
The shareholders are being asked to approve a new adviser for the Fund,
Aegis Asset Management, Inc. ("Aegis"). In addition, Aegis believes that it will
be beneficial to the Fund to hire a sub-adviser (at no additional expense to the
Fund) to manage the Fund's portfolio. The shareholders are being asked to
approve a sub-advisory agreement between Aegis Asset Management, Inc. and
Arcadia Investment Management Corporation. If the agreements are approved, the
name of the Fund will be changed to the "Westcott Large-Cap Growth Fund."
A copy of the Fund's most recent annual report, including financial
statements and schedules, is available at no charge by sending a written request
to Robert Chopyak, Treasurer, Ameriprime Funds, at the principal offices of the
Trust, 1725 E. Southlake Blvd., Suite 200, Southlake, Texas 76092 or by calling
the Fund at (800) 890-5344.
PROPOSAL
APPROVAL OF A NEW MANAGEMENT AGREEMENT BETWEEN
THE TRUST AND AEGIS ASSET MANAGEMENT, INC.
and approval OF A SUB-ADVISORY AGREEMENT
BETWEEN AEGIS ASSET MANAGEMENT, INC. AND
arcadia investment management corporation
Background
The shareholders are being asked to approve a new management agreement
between the Trust, on behalf of the Fund, and Aegis. The current adviser to the
Fund is CommonWealthAdvisors, Inc. The Board of Trustees has recommended the
approval of a new management agreement pursuant to which Aegis Asset Management,
Inc. will serve as adviser to the Fund.
The shareholders also are being asked to approve a sub-advisory
agreement between Aegis and Arcadia Investment Management Corporation. The
proposed adviser to the Fund, Aegis, has recommended to the Board of Trustees
that it engage Aegis as sub-adviser to manage the Fund's portfolio. Aegis
believes that Arcadia's qualifications for managing the Fund's portfolio are
excellent, and that the shareholders of the Fund will benefit from Arcadia's
extensive experience managing equity portfolios. After review of Arcadia's
qualifications, the Board has determined to recommend that the shareholders
approve a sub-advisory agreement between Aegis and Arcadia that will give
Arcadia the primary responsibility for managing the Fund's portfolio. All
sub-advisory fees would be paid by Aegis, not by the Fund.
The Board of Trustees has approved the new management agreement and the
sub-advisory agreement, subject to shareholder approval. The terms of the new
management agreement are substantially similar to the current management
agreement, except that Aegis will replace CommonWealth Advisors, Inc. as the
Fund's adviser and Aegis will specifically be authorized to delegate its
obligations under the proposed new management agreement to a sub-adviser.
The Sub-Advisory Agreement
Subject to shareholder approval, Aegis will enter into a sub-advisory
agreement with Arcadia Investment Management Corporation, 259 East Michigan
Avenue, Suite 308, Kalamazoo, Michigan 49007. Under the proposed sub-advisory
agreement, Arcadia will receive from Aegis (NOT THE FUND) a sub-advisory fee of
_____% of the average daily net assets of the Fund.
The proposed sub-advisory agreement was approved by the Board of
Trustees of the Trust on April 3, 2002. The proposed sub-advisory agreement will
become effective upon shareholder approval. Arcadia will furnish a continuous
investment program for the Fund and determine from time to time what investments
or securities will be purchased, retained or sold by the Fund and what portion
of the assets belonging to the Fund will be invested or held uninvested as cash.
In connection with purchases or sales of portfolio securities for the Fund,
Arcadia will arrange for the placing of all orders for the purchase and sale of
portfolio securities with brokers or dealers selected by Arcadia, subject to
review by the Board of Trustees from time to time. Arcadia will be responsible
for the selection of brokers or dealers and the placing of such orders, and
Arcadia will at all times seek for the Fund the best qualitative execution,
taking into account such factors as price (including the applicable brokerage
commission or dealer spread), the execution capability, financial responsibility
and responsiveness of the broker or dealer and the brokerage and research
services provided by the broker or dealer.
The sub-advisory agreement provides that it will remain in force for an
initial term of two years, and from year to year thereafter, subject to annual
approval (a) by a vote of a majority (as defined in the Investment Company Act
of 1940 (the "Investment Company Act")) of the outstanding shares of the Fund or
by vote of the Board of Trustees, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by a vote of a majority of the Board
of Trustees who are not parties to the proposed sub-advisory agreement or
"interested persons" (as defined in the Investment Company Act) of any party to
the proposed sub-advisory agreement, cast in person at a meeting called for the
purpose of voting on such approval.
The proposed sub-advisory agreement provides that Arcadia shall not be
liable for any error of judgment or mistake of law or any loss suffered by the
Fund, except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation, a loss resulting from willful misfeasance, bad
faith or gross negligence, or a loss resulting from Arcadia's reckless disregard
of its obligations under the proposed sub-advisory agreement.
The proposed sub-advisory agreement of the Fund is attached as Exhibit
A. You should read the agreement. The description in this Proxy Statement of the
proposed sub-advisory agreement is only a summary.
The Current Management Agreement
CommonWealth Advisors, Inc., 247 Florida Street, Baton Rouge, Louisiana
70801 ("CommonWealth"), has served as the investment adviser to the Fund since
the Fund's inception. The previous management agreement between the Trust and
CommonWealth was not renewed because the Board of Trustees was dissatisfied with
the services provided by CommonWealth. Instead of renewing the previous
management agreement, the Trustees allowed the previous management agreement to
expire. The Trustees approved an interim management agreement between the Trust
and CommonWealth on February 7, 2002. The interim agreement, dated January 28,
2002, has not been approved by the shareholders of the Fund and will terminate
on June 26, 2002.
The terms of the interim agreement are substantially identical to the
previous agreement with CommonWealth. Under the terms of the interim agreement,
CommonWealth manages the Fund's investments, subject to the approval of the
Board of Trustees, and pays all operating expenses of the Fund except brokerage
fees and commissions, taxes, borrowing costs (such as (a) interest and (b)
dividend expenses on securities sold short), fees and expenses of the
non-interested person Trustees and extraordinary or non-recurring expenses.
Under the interim agreement, the Fund is also responsible for all expenses
incurred pursuant to any distribution plan under Rule 12b-1 under the Investment
Company Act of 1940, as amended ("12b-1 Plan"). Under the interim agreement, as
compensation for CommonWealth's management services and agreement to pay the
Fund's expenses, the Fund pays CommonWealth an annual fee of 1.35% of its
average daily net assets. For the fiscal year ended October 31, 2001, the
aggregate amount of the investment advisor's fee paid to CommonWealth under the
previous agreement was $__________.
The interim agreement is silent with respect to the ability of
CommonWealth to delegate any or all responsibilities thereunder to a
sub-adviser.
The New Management Agreement.
Subject to shareholder approval, the Trust will enter into a new
management agreement with Aegis. The terms of the new agreement are
substantially identical in all material respects to the terms of the interim
agreement, except that:
o The date of its execution, effectiveness and termination are different;
o The agreement is with Aegis; and
o The new agreement provides that Aegis may delegate any or all of the
responsibilities, rights or duties under the agreement to a sub-advisor.
The new agreement states that delegation of its duties to a sub-adviser
will not relieve Aegis from any liability under the new agreement.
Under the new agreement, as compensation for Aegis's management
services and agreement to pay the Fund's expenses, the Fund will pay Aegis an
annual fee of 1.35% of its average daily net assets. In addition, the Fund will
pay Aegis an annual fee for distribution-related services, pursuant to the
Fund's 12b-1 Plans, equal to 0.25% of Class A assets and 1.00% of Class B
assets. As Institutional Class shareholders, you will not pay 12b-1 fees. In
addition, Westcott Securities, L.L.C. ("Westcott"), Aegis's affiliated broker,
will execute trades on behalf of the Fund, for which it will receive brokerage
commissions from the Fund.
Aegis is also the adviser to the Westcott Large-Cap Value Fund and to
the Westcott Technology Fund. As of _________, 2002, the Westcott Large-Cap
Value Fund's assets were approximately $__________ and the Westcott Technology
Fund's assets were approximately $____________. For its services as adviser for
the Westcott Large-Cap Value Fund, Aegis receives an annual fee of 1.10% of its
average daily net assets. For its services as adviser for the Westcott
Technology Fund, Aegis receives an annual fee of 1.70% of its average daily net
assets.
The new agreement for the Fund is attached as Exhibit B. You should
read the agreement. The description in this Proxy Statement of the new agreement
is only a summary.
Information Concerning Aegis Asset Management, Inc.
Aegis Asset Management, Inc., 230 Westcott, Suite 1, Houston, Texas, 77007
is a registered investment advisory firm organized as a corporation in the State
of Texas on January 12, 1993. William S. Kilroy, Jr. owns 85% of the outstanding
shares of Aegis.
The names, addresses and principal occupations of the principal
executive officer and directors of Aegis are set forth below:
- ------------------------------- -------------------------- ------------------------------- ---------------------------
Name: Title: Address: Principal Occupation:
- ------------------------------- -------------------------- ------------------------------- ---------------------------
- ------------------------------- -------------------------- ------------------------------- ---------------------------
Paul B. Jackson President, Director 230 Westcott, Suite 1, Asset Management
Houston, Texas, 77007
- ------------------------------- -------------------------- ------------------------------- ---------------------------
- ------------------------------- -------------------------- ------------------------------- ---------------------------
William S. Kilroy, Jr. CEO, Director 230 Westcott, Suite 1, Asset Management
Houston, Texas, 77007
- ------------------------------- -------------------------- ------------------------------- ---------------------------
- ------------------------------- -------------------------- ------------------------------- ---------------------------
Fred Mecklenburg Chief Investment 230 Westcott, Suite 1, Asset Management
Officer, Director Houston, Texas, 77007
- ------------------------------- -------------------------- ------------------------------- ---------------------------
Information Concerning Arcadia Management
Arcadia Investment Management Corporation, 259 East Michigan Avenue,
Suite 308, Kalamazoo, Michigan 49007 is a registered investment advisory firm
organized as a corporation in the State of Michigan on January 13, 1987. [Max
Densmore, Jerry Bert Love, Michael Lewis Mueller, Martha Anne Ream and Charles
Dwight Walters own __%, __%, __%, __% and __%, respectively, of Arcadia.]
The names, addresses and principal occupations of the principal
executive officers and directors of Arcadia are set forth below:
- --------------------------- -------------------- ----------------------------------------------- ---------------------
Name: Title: Address: Principal
Occupation:
- --------------------------- -------------------- ----------------------------------------------- ---------------------
- --------------------------- -------------------- ----------------------------------------------- ---------------------
Marilee Kristen Awe 259 East Michigan Avenue, Suite 308, Equity Research
Kalamazoo, Michigan 49007 Analyst
- --------------------------- -------------------- ----------------------------------------------- ---------------------
- --------------------------- -------------------- ----------------------------------------------- ---------------------
Sherwood Meier Boudeman 259 East Michigan Avenue, Suite 308,
Kalamazoo, Michigan 49007
- --------------------------- -------------------- ----------------------------------------------- ---------------------
- --------------------------- -------------------- ----------------------------------------------- ---------------------
Max L. Densmore 259 East Michigan Avenue, Suite 308,
Kalamazoo, Michigan 49007
- --------------------------- -------------------- ----------------------------------------------- ---------------------
- --------------------------- -------------------- ----------------------------------------------- ---------------------
Lawrence Edward Knox Vice President 259 East Michigan Avenue, Suite 308,
Kalamazoo, Michigan 49007
- --------------------------- -------------------- ----------------------------------------------- ---------------------
- --------------------------- -------------------- ----------------------------------------------- ---------------------
Jerry Bert Love Vice President 259 East Michigan Avenue, Suite 308,
Kalamazoo, Michigan 49007
- --------------------------- -------------------- ----------------------------------------------- ---------------------
- --------------------------- -------------------- ----------------------------------------------- ---------------------
Michael Lewis Mueller President 259 East Michigan Avenue, Suite 308,
Kalamazoo, Michigan 49007
- --------------------------- -------------------- ----------------------------------------------- ---------------------
- --------------------------- -------------------- ----------------------------------------------- ---------------------
Martha Anne Ream Secretary-Treasurer 259 East Michigan Avenue, Suite 308, Accountant
Kalamazoo, Michigan 49007
- --------------------------- -------------------- ----------------------------------------------- ---------------------
- --------------------------- -------------------- ----------------------------------------------- ---------------------
Charles Dwight Wattles Executive Vice 259 East Michigan Avenue, Suite 308, Investment Manager
President Kalamazoo, Michigan 49007
- --------------------------- -------------------- ----------------------------------------------- ---------------------
- --------------------------- -------------------- ----------------------------------------------- ---------------------
John Charles Wattles Chairman 259 East Michigan Avenue, Suite 308, Investment Manager
Kalamazoo, Michigan 49007
- --------------------------- -------------------- ----------------------------------------------- ---------------------
-6-
Evaluation By The Board Of Trustees.
The Board has determined that the engagement of Aegis as the investment
adviser, and of Arcadia to manage the Fund's portfolio, is in the best interests
of the Fund and its shareholders. The Board believes that the proposed
agreements will enable the Trust to obtain management services of high quality
at costs which it deems appropriate and reasonable, and that approval of the
sub-advisory agreement and the new management agreement is in the best interests
of the Trust and the shareholders of the Fund.
At a meeting of the Board of Trustees held on April 3, 2002, the Board,
including the Independent Trustees, evaluated the impact of the sub-advisory
agreement and the new management agreement on the Fund. In evaluating the impact
of the sub-advisory agreement and the new management agreement, the Board of
Trustees, including the Independent Trustees, requested and reviewed, with the
assistance of legal counsel, materials furnished by Arcadia, including financial
and performance information, and discussed the proposed new agreements. A
representative of Arcadia presented information regarding the experience and
qualifications of its portfolio management personnel and the history of Arcadia,
and reviewed the firm's equity management philosophy. The Independent Trustees
met separately with legal counsel.
Based on its review, the Board of Trustees believes that approval of
the proposed new management agreement and sub-advisory agreement is in the best
interests of the Trust and the Fund's shareholders. Accordingly, the Board of
Trustees, including the Independent Trustees, unanimously recommends approval by
the shareholders of the sub-advisory agreement and of the new management
agreement. In making this recommendation, the Trustees primarily evaluated (i)
the experience, reputation, qualifications and background of Arcadia's
investment personnel, (ii) the nature and quality of operations and services
that Aegis and Arcadia is expected to provide the Fund, and (iii) the financial
condition of Aegis and of Arcadia. The Board viewed as particularly significant
the fact that there would be no new fees, and no increase in fees payable by the
Trust or the Fund as a result of the proposed arrangements.
As a result of their considerations, the Board of Trustees, including
all of the Independent Trustees, determined that the sub-advisory agreement and
the new management agreement are in the best interests of the Fund and its
shareholders. Accordingly, the Board of Trustees, including the Independent
Trustees, unanimously approved the sub-advisory agreement and the new management
agreement and voted to recommend them to shareholders for approval. In the event
that the proposed sub-advisory agreement and the proposed management agreement
are not approved, the Fund will be terminated.
The Board Of Trustees Of The Trust, Including The Independent Trustees,
Unanimously Recommends That Shareholders Vote For Approval Of The Proposed
Sub-Advisory Agreement And The Proposed Management Agreement.
OPERATION OF THE FUND
AmeriPrime Funds is an open-end management investment company organized
as an Ohio business trust on August 8, 1995. The Fund was organized as a
non-diversified series of the Trust. If the agreements are approved, the Fund
will be re-designated a diversified series. The Board of Trustees supervises the
business activities of the Fund. Like other mutual funds, the Trust retains
various organizations to perform specialized services. As described above, the
Fund currently retains CommonWealth Advisors, Inc., 247 Florida Street, Baton
Rouge, Louisiana 70801, as its investment adviser. The Fund retains Unified Fund
Services, Inc. to manage the Fund's business affairs and provide the Fund with
administrative services, and to act as the Fund's transfer agent and fund
accountant. The Trust retains Unified Financial Securities, Inc., 431 North
Pennsylvania Street, Indianapolis, Indiana 46204 to act as the principal
distributor of the Fund's shares.
THE PROXY
The Board of Trustees solicits proxies so that each shareholder has the
opportunity to vote on the proposals to be considered at the meeting. A proxy
for voting your shares at the meeting is enclosed. The shares represented by
each valid proxy received in time will be voted at the meeting as specified. If
no specification is made, the shares represented by a duly executed proxy will
be voted for approval of the proposed sub-advisory agreement and the proposed
new management agreement, and at the discretion of the holders of the proxy on
any other matter that may come before the meeting that the Trust did not have
notice of a reasonable time prior to the mailing of this Proxy Statement. You
may revoke your proxy at any time before it is exercised by (1) submitting a
duly executed proxy bearing a later date, (2) submitting a written notice to
Kenneth D. Trumpfheller, President of the Trust, at 1725 E. Southlake Blvd.,
Suite 200, Southlake, Texas 76092, revoking the proxy, or (3) attending and
voting in person at the Meeting.
VOTING SECURITIES AND VOTING
The Board of Trustees fixed the close of business on April 4, 2002 as
the record date for determining the shareholders entitled to notice of and to
vote at the Meeting or any adjournment(s) thereof (the "Record Date"). There
were _____________ shares of beneficial interest of the Fund issued and
outstanding as of the Record Date. Only shareholders of record on the Record
Date are entitled to vote at the Meeting. Each shareholder is entitled to one
(1) vote per share held, and fractional votes for fractional shares held, on any
matter submitted to a vote at the Meeting. The presence, in person or by proxy,
of the holders of at least a majority of the aggregate number of shares of the
Fund entitled to vote is necessary to constitute a quorum for the Fund at the
Meeting.
An affirmative vote of the holders of a majority of the outstanding
shares of the Fund is required for the approval of the proposed sub-advisory
agreement and the proposed new management agreement. As defined in the
Investment Company Act of 1940, a vote of the holders of a majority of the
outstanding shares of a Fund means the vote of (1) 67% or more of the voting
shares of the Fund present at the Meeting, if the holders of more than 50% of
the outstanding shares of the Fund are present in person or represented by
proxy, or (2) more than 50% of the outstanding voting shares of the Fund,
whichever is less.
Broker non-votes and abstentions will be considered present for
purposes of determining the existence of a quorum and the number of shares of
the Fund represented at the meeting, but they are not affirmative votes for any
proposal. As a result, with respect to approval of the proposed sub-advisory
agreement and of the proposed new management agreement, non-votes and
abstentions will have the same effect as a vote against the proposal because the
required vote is a percentage of the shares present or outstanding.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information, as of __________, 2002,
with respect to the number of shares of the Fund beneficially owned by (i) each
Trustee and named executive officer of the Trust and (ii) all Trustees and named
executive officers of the Trust as a group.
Amount Percent
Name Beneficially Owned of Class
---- ------------------ --------
Kenneth D. Trumpfheller None 0%
Robert A. Chopyak None 0%
Steve L. Cobb None 0%
Gary E. Hippenstiel None 0%
As of __________, 2002, all Trustees and officers of the Trust as a
group beneficially owned less than 1% of the outstanding shares of the Fund.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
[disclose name and address of all 5% owners.] As of __________, 2002,
CommonWealth shared with its clients the power to vote and investment discretion
with respect to _______ shares of the Fund, which represents __% of the Fund. As
a result, CommonWealth may be deemed to beneficially own these shares and may be
deemed to control the Fund. The Trust has been informed that CommonWealth
intends to vote all of these shares in favor of the proposed sub-advisory
agreement and the proposed new management agreement. As of __________, 2002, the
Trust knows of no other person (including any "group" as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) who
beneficially owns more than 5% of the outstanding shares of the Fund.
SHAREHOLDER PROPOSALS
The Trust has not received any shareholder proposals to be considered
for presentation at the Meeting. Under the proxy rules of the Securities and
Exchange Commission, shareholder proposals may, under certain conditions, be
included in the Trust's proxy statement and proxy for a particular meeting.
Under these rules, proposals submitted for inclusion in the Trust's proxy
materials must be received by the Trust within a reasonable time before the
solicitation is made. The fact that the Trust receives a shareholder proposal in
a timely manner does not insure its inclusion in its proxy materials, because
there are other requirements in the proxy rules relating to such inclusion. You
should be aware that annual meetings of shareholders are not required as long as
there is no particular requirement under the Investment Company Act that must be
met by convening such a shareholder meeting. Any shareholder proposal should be
sent to Mr. Kenneth D. Trumpfheller, Secretary, Ameriprime Funds, 1725 E.
Southlake Blvd., Suite 200, Southlake, Texas 76092.
COST OF SOLICITATION
The Board of Trustees of the Trust is making this solicitation of
proxies. The cost of preparing and mailing this Proxy Statement, the
accompanying Notice of Special Meeting and proxy and any additional materials
relating to the meeting and the cost of soliciting proxies will be borne by
Aegis. In addition to solicitation by mail, the Trust will request banks,
brokers and other custodial nominees and fiduciaries to supply proxy materials
to the beneficial owners of shares of the Fund of whom they have knowledge, and
Aegis will reimburse them for their expenses in so doing. Certain officers,
employees and agents of the Trust, Aegis and CommonWealth may solicit proxies in
person or by telephone, facsimile transmission or mail, for which they will not
receive any special compensation.
OTHER MATTERS
The Trust's Board of Trustees knows of no other matters to be presented
at the Meeting other than as set forth above. If any other matters properly come
before the meeting that the Trust did not have notice of a reasonable time prior
to the mailing of this Proxy Statement, the holders of the proxy will vote the
shares represented by the proxy on such matters in accordance with their best
judgment, and discretionary authority to do so is included in the proxy.
PROXY DELIVERY
If you and another shareholder share the same address, the Trust may only send
one proxy statement unless you or the other shareholder(s) request otherwise.
Call or write to the Trust if you wish to receive a separate copy of the proxy
statement, and the Trust will promptly mail a copy to you. You may also call or
write to the Trust if you wish to receive a separate proxy in the future, or if
you are receiving multiple copies now, and wish to receive a single copy in the
future. For such requests, call the Trust at (800) 890-5344, or write the Trust
at 1725 E. Southlake Blvd., Suite 200, Southlake, Texas 76092.
BY ORDER OF THE BOARD OF TRUSTEES
Kenneth D. Trumpfheller
Secretary
Dated: _________________, 2002
Please date and sign the enclosed proxy and return it promptly in the enclosed
reply envelope or fax it to 317-266-8756.
EXHIBIT A
AMERIPRIME FUNDS
PROPOSED SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT, dated as of _______, 2002, between Aegis Asset
Management, a Texas corporation (the "Adviser"), and Arcadia Investment
Management Corporation (the "Sub-Adviser").
WHEREAS, the Adviser acts as an investment Adviser to several series of
AmeriPrime Funds, an Ohio business trust (the "Trust"), pursuant to a Management
Agreement, dated as of _______, 2002 (the "Management Agreement");
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Adviser desires to retain the Sub-Adviser to render
investment advisory services to the Westcott Large-Cap Growth Fund (the "Fund"),
a series of shares of beneficial interest of the Trust, and the Sub-Adviser is
willing to render such services.
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the parties hereto agree as follows:
Section 1. Appointment and Status of Sub-Adviser. The Adviser hereby appoints
the Sub-Adviser to provide investment advisory services to the Fund for the
period and on the terms set forth in this Agreement. The Sub-Adviser accepts
such appointment and agrees to render the services herein set forth, for the
compensation herein provided. The Sub-Adviser shall for all purposes herein be
deemed to be an independent contractor of the Adviser and the Trust and shall,
unless otherwise expressly provided herein or authorized by the Adviser or the
Board of Trustees of the Trust from time to time, have no authority to act for
or represent the Adviser or the Trust in any way or otherwise be deemed an agent
of the Adviser or the Trust.
Section 2. Sub-Adviser's Duties. Subject to the general supervision of the
Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall,
employing its discretion, manage the investment operations of the Fund and the
composition of the portfolio of securities and investments (including cash)
belonging to the Fund, including the purchase, retention and disposition thereof
and the execution of agreements relating thereto, in accordance with the Fund's
investment objective, policies and restrictions as stated in the Fund's
then-current Prospectus and Statement of Additional Information (together, the
"Prospectus") and subject to the following understandings:
(a) The Sub-Adviser shall furnish a continuous investment program for the Fund
and determine from time to time what investments or securities will be
purchased, retained or sold by the Fund and what portion of the assets belonging
to the Fund will be invested or held uninvested as cash;
(b) The Sub-Adviser shall use its best judgment in the performance of its
duties under this Agreement;
(c) The Sub-Adviser, in the performance of its duties and obligations under this
Agreement for the Fund, shall act in conformity with the Trust's Declaration of
Trust, its By-Laws and the Fund's Prospectus and with the instructions and
directions of the Trust's Board of Trustees and the Adviser and will conform to
and comply with the requirements of the 1940 Act and all other applicable
federal and state laws and regulations;
(d) The Sub-Adviser shall determine the securities to be purchased or sold by
the Fund and will effect portfolio transactions pursuant to its determinations
either directly with the issuer or with any broker and/or dealer in such
securities, subject to Section 3 below;
(e) The Sub-Adviser shall maintain books and records with respect to the
securities transactions of the Fund and shall render to the Adviser and the
Trust's Board of Trustees such periodic and special reports as the Adviser or
the Board may request; and
(f) The Sub-Adviser shall provide the Trust's custodian with such information
relating to the Trust as may be required under the terms of the then-current
custody agreement between the Trust and the custodian.
Section 3. Execution of Purchase and Sale Orders. In connection with purchases
or sales of portfolio securities for the account of the Fund, the Sub-Adviser
will arrange for the placing of all orders for the purchase and sale of
portfolio securities for the account with brokers or dealers selected by the
Sub-Adviser, subject to review of this selection by the Board from time to time.
The Sub-Adviser will be responsible for the negotiation and the allocation of
principal business and portfolio brokerage. In the selection of such brokers or
dealers and the placing of such orders, the Sub-Adviser will at all times seek
for the Fund the best qualitative execution, taking into account such factors as
price (including the applicable brokerage commission or dealer spread), the
execution capability, financial responsibility and responsiveness of the broker
or dealer and the brokerage and research services provided by the broker or
dealer.
The Sub-Adviser should generally seek favorable prices and
commission rates that are reasonable in relation to the benefits received. In
seeking best qualitative execution, the Sub-Adviser is authorized to select
brokers or dealers who also provide brokerage and research services to the Fund
and/or the other accounts over which it exercises investment discretion. The
Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage
and research services a commission for executing a Fund portfolio transaction
that is in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction if the Sub-Adviser determines in
good faith that the amount of the commission is reasonable in relation to the
value of the brokerage and research services provided by the executing broker or
dealer. The determination may be viewed in terms of either a particular
transaction or the Sub-Adviser's overall responsibilities with respect to the
Fund and to accounts over which the Sub-Adviser exercises investment discretion.
The Fund and the Sub-Adviser understand and acknowledge that, although the
information may be useful to the Fund and the Sub-Adviser, it is not possible to
place a dollar value on such information. The Board shall periodically review
the commissions paid by the Fund to determine if the commissions paid over
representative periods of time were reasonable in relation to the benefits to
the Fund.
Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking best qualitative
execution as described above, the Sub-Adviser may give consideration to sales of
shares of the Fund as a factor in the selection of brokers and dealers to
execute Fund portfolio transactions.
Subject to the provisions of the 1940 Act, and other
applicable law, the Sub-Adviser, any of its affiliates or any affiliates of its
affiliates may retain compensation in connection with effecting the Fund's
portfolio transactions, including transactions effected through others. If any
occasion should arise in which the Sub-Adviser gives any advice to clients of
the Sub-Adviser concerning the shares of the Fund, the Sub-Adviser will act
solely as investment counsel for such client and not in any way on behalf of the
Fund. The Sub-Adviser's services to the Fund pursuant to this Agreement are not
to be deemed to be exclusive and it is understood that the Sub-Adviser may
render investment advice, management and other services to others, including
other registered investment companies.
Section 4. Books and Records. The Sub-Adviser shall keep the Trust's books and
records required to be maintained by it pursuant to Section 2(e) of this
Agreement. The Sub-Adviser agrees that all records that it maintains for the
Trust are the property of the Trust and it will promptly surrender any of such
records to the Trust upon the Trust's request. The Sub-Adviser further agrees to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such
records as are required to be maintained by the Sub-Adviser with respect to the
Trust by Rule 31a-1 under the 1940 Act.
Section 5. Expenses of the Sub-Adviser. During the term of this Agreement, the
Sub-Adviser will pay all expenses (including without limitation the compensation
of all trustees or officers of the Trust who are "interested person" of the
Sub-Adviser, as defined in the 1940 Act) incurred by it in connection with its
activities under this Agreement other than the cost of securities and
investments purchased for the Fund (including taxes and brokerage commissions,
if any).
Section 6. Compensation of the Sub-Adviser. For the services provided and the
expenses borne pursuant to this Agreement, the Adviser will pay to the
Sub-Adviser as full compensation therefor a fee at the annual rate of 0.50% of
the Fund's average daily net assets. This fee for each month will be paid to the
Sub-Adviser during the succeeding month. For purposes of determining the fee
payable hereunder, the net asset value of the Fund shall be calculated in the
manner specified in the Fund's Prospectus.
Section 7. Use of Name. The Adviser and Sub-Adviser acknowledge that all rights
to the name "Westcott" belong to the Adviser, and that the Trust is being
granted a limited license to use such words in its Fund name or in any class
name. In the event the Adviser ceases to be the Adviser, the Trust's right to
the use of the name "Westcott" shall automatically cease on the ninetieth day
following the termination of this Agreement. The right to the name may also be
withdrawn by the Adviser during the term of the Management Agreement upon ninety
(90) days' written notice by the Adviser to the Trust. Nothing contained herein
shall impair or diminish in any respect the Adviser's right to use the name
"Westcott" in the name of, or in connection with, any other business enterprises
with which the Adviser is or may become associated. There is no charge to the
Trust for the right to use this name.
Section 8. Liability of the Sub-Adviser. Neither the Sub-Adviser nor its
shareholders, members, officers, directors, employees, agents, control persons
or affiliates of any thereof, shall be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
Any person, even though also a director, officer, employee,
shareholder, member or agent of the Sub-Adviser, who may be or become an
officer, director, trustee, employee or agent of the Trust, shall be deemed,
when rendering services to the Trust or acting on any business of the Trust
(other than services or business in connection with the Sub-Adviser's duties
hereunder), to be rendering such services to or acting solely for the Trust and
not as a director, officer, employee, shareholder, member or agent of the
Sub-Adviser, or one under the Sub-Adviser's control or direction, even though
paid by the Sub-Adviser.
Section 9. Duration and Termination. The term of this Agreement shall begin on
the date of this Agreement and shall continue in effect for a period of two
years from the date of this Agreement. This Agreement shall continue in effect
from year to year thereafter, subject to termination as hereinafter provided, if
such continuance is approved at least annually (a) by a majority of the
outstanding voting securities (as defined in the 1940 Act) of such Fund or by
vote of the Trust's Board of Trustees, cast in person at a meeting called for
the purpose of voting on such approval, and (b) by vote of a majority of the
Trustees of the Trust who are not parties to this Agreement or "interested
persons" (as defined in the 1940 Act) of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval. This
Agreement may be terminated by the Adviser or the Trust with respect to the Fund
at any time, without the payment of any penalty, by the Adviser with the consent
of the Trust's Board of Trustees, by the Trust's Board of Trustees, or by vote
of a majority of the outstanding voting securities (as defined in the 1940 Act)
of such Fund, in any such case on 30 days' written notice to the Sub-Adviser, or
by the Sub-Adviser at any time, without the payment of any penalty, on 90 days'
written notice to the Adviser. This Agreement will automatically and immediately
terminate in the event of its assignment (as defined in the 1940 Act).
Section 10. Amendment. This Agreement may be amended by mutual consent of the
Adviser and the Sub-Adviser, provided the Trust approves the amendment (a) by
vote of a majority of those Trustees of the Trustee who are not parties to this
Agreement or "interested persons" (as defined in the 1940 Act) of any such
party, cast in person at a meeting called for the purpose of voting on such
amendment, and (b) if required under then current interpretations of the 1940
Act by the Securities and Exchange Commission, by vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of each Fund affected
by such amendment.
Section 11. Notices. Notices of any kind to be given in writing and shall be
duly given if mailed or delivered to the Sub-Adviser at 259 East Michigan
Avenue, Suite 308, Kalamazoo, Michigan 49007, and to the Adviser at 230
Westcott, Suite 1, Houston, Texas 77007, or at such other address or to such
other individual as shall be specified by the party to be given notice.
Section 12. Governing Law. (a) This Agreement shall be governed by and construed
in accordance with the laws of the State of Ohio, without regard to the
conflicts of laws principles thereof, and (b) any question of interpretation of
any term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act, shall be resolved by reference
to such term or provision of the 1940 Act and to interpretation thereof, if any,
by the United States courts or in the absence of any controlling decision of any
such court, by rules, regulations or orders of the Securities and Exchange
Commission issued pursuant to said 1940 Act. In addition, where the effect of a
requirement of the Act reflected in any provision of this Agreement is revised
by rule, regulation or order of the Securities and Exchange Commission, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order.
Section 13. Severability. In the event any provision of this Agreement is
determined to be void or unenforceable, such determination shall not affect the
remainder of this Agreement, which shall continue to be in force.
Section 14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Section 15. Binding Effect. Each of the undersigned expressly warrants and
represents that he has the full power and authority to sign this Agreement on
behalf of the party indicated and that his signature will operate to bind the
party indicated to the foregoing terms.
Section 16. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereto or otherwise affect their construction or effect.
Section 17. Change of Control. The Sub-Adviser shall notify Adviser and the
Trust in writing sufficiently in advance of any change of control, as defined in
Section 2(a)(9) of the 1940 Act, as will enable the Trust to consider whether an
assignment, as defined in Section 2(a)(4) of the 1940 Act, would occur.
Section 18. Other Business. Except as set forth above, nothing in this Agreement
shall limit or restrict the right of any of the Sub-Adviser's directors,
officers or employees who may also be a trustee, officer, partner or employee of
the Trust to engage in any other business or to devote his or her time and
attention in part to the management or other aspects of any business, whether of
a similar or a dissimilar nature, nor limit or restrict the Sub-Adviser's right
to engage in any other business or to render services of any kind to any other
corporation, firm, individual or association.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the date and year first above
written.
Aegis Asset Management, Inc. Arcadia Investment Management Corporation
By By
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Name Name
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Title Title
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EXHIBIT B
PROPOSED MANAGEMENT AGREEMENT
TO: Aegis Asset Management, Inc.
230 Westcott, Suite 1
Houston, Texas 77007
Dear Sirs:
AmeriPrime Funds (the "Trust") herewith confirms our agreement with
you.
The Trust has been organized to engage in the business of an investment
company. The Trust currently offers several series of shares to investors, one
of which is the Westcott Large-Cap Growth Fund (the "Fund").
You have been selected to act as the sole investment adviser of the
Fund and to provide certain other services, as more fully set forth below, and
you are willing to act as such investment adviser and to perform such services
under the terms and conditions hereinafter set forth. Accordingly, the Trust
agrees with you as follows effective upon the date of the execution of this
Agreement.
1. ADVISORY SERVICES
You will provide or arrange to be provided to the Fund such
investment advice as you in your discretion deem advisable and will furnish or
arrange to be furnished a continuous investment program for the Fund consistent
with the Fund's investment objectives and policies. You will determine or
arrange for others to determine the securities to be purchased for the Fund, the
portfolio securities to be held or sold by the Fund and the portion of the
Fund's assets to be held uninvested, subject always to the Fund's investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect, and subject further to such policies and instructions as the
Board may from time to time establish. You may delegate any or all of the
responsibilities, rights or duties described above to one or more advisers who
shall enter into agreements with you, provided the agreements are approved and
ratified by the Board including a majority of the trustees who are not
interested persons of you or of the Trust, cast in person at a meeting called
for the purpose of voting on such approval, and (if required under
interpretations of the Investment Company Act of 1940, as amended (the "1940
Act"), by the Securities and Exchange Commission or its staff) by vote of the
holders of a majority of the outstanding voting securities of the Fund. Any such
delegation shall not relieve you from any liability hereunder.
You will also advise and assist the officers of the Trust in
taking such steps as are necessary or appropriate to carry out the decisions of
the Board and the appropriate committees of the Board regarding the conduct of
the business of the Fund. You may delegate any or all of the responsibilities,
rights or duties described in this paragraph 1 to one or more persons, provided
you notify the Trust and agree that such delegation does not relieve you from
any liability hereunder.
2. ALLOCATION OF CHARGES AND EXPENSES
You will pay all operating expenses of the Fund, including the
compensation and expenses of any employees of the Fund and of any other persons
rendering any services to the Fund; clerical and shareholder service staff
salaries; office space and other office expenses; fees and expenses incurred by
the Fund in connection with membership in investment company organizations;
legal, auditing and accounting expenses; expenses of registering shares under
federal and state securities laws, including expenses incurred by the Fund in
connection with the organization and initial registration of shares of the Fund;
insurance expenses; fees and expenses of the custodian, transfer agent, dividend
disbursing agent, shareholder service agent, plan agent, administrator,
accounting and pricing services agent and underwriter of the Fund; expenses,
including clerical expenses, of issue, sale, redemption or repurchase of shares
of the Fund; the cost of preparing and distributing reports and notices to
shareholders, the cost of printing or preparing prospectuses and statements of
additional information for delivery to the Fund's current and prospective
shareholders; the cost of printing or preparing stock certificates or any other
documents, statements or reports to shareholders; expenses of shareholders'
meetings and proxy solicitations; advertising, promotion and other expenses
incurred directly or indirectly in connection with the sale or distribution of
the Fund's shares (excluding expenses which the Fund is authorized to pay
pursuant to Rule 12b-1 under the 1940 Act, as amended); and all other operating
expenses not specifically assumed by the Fund.
The Fund will pay all brokerage fees and commissions, taxes,
borrowing costs (such as (a) interest and (b) dividend expenses on securities
sold short), fees and expenses of the non-interested person trustees and such
extraordinary or non-recurring expenses as may arise, including litigation to
which the Fund may be a party and indemnification of the Trust's trustees and
officers with respect thereto. The Fund will also pay expenses which it is
authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain
reimbursement from the Fund, at such time or times as you may determine in your
sole discretion, for any of the expenses advanced by you, which the Fund is
obligated to pay, and such reimbursement shall not be considered to be part of
your compensation pursuant to this Agreement.
3. COMPENSATION OF THE ADVISER
For all of the services to be rendered and payments to be made
as provided in this Agreement, as of the last business day of each month, the
Fund will pay you a fee at the annual rate of 1.35% of the average value of its
daily net assets.
The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable provisions of the Declaration of Trust of
the Trust or a resolution of the Board, if required. If, pursuant to such
provisions, the determination of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the business day, or as of such other time
as the value of the Fund's net assets may lawfully be determined, on that day.
If the determination of the net asset value of the Fund has been suspended for a
period including such month, your compensation payable at the end of such month
shall be computed on the basis of the value of the net assets of the Fund as
last determined (whether during or prior to such month).
4. EXECUTION OF PURCHASE AND SALE ORDERS
In connection with purchases or sales of portfolio securities
for the account of the Fund, it is understood that you will arrange for the
placing of all orders for the purchase and sale of portfolio securities for the
account with brokers or dealers selected by you, subject to review of this
selection by the Board from time to time. You will be responsible for the
negotiation and the allocation of principal business and portfolio brokerage. In
the selection of such brokers or dealers and the placing of such orders, you are
directed at all times to seek for the Fund the best qualitative execution,
taking into account such factors as price (including the applicable brokerage
commission or dealer spread), the execution capability, financial responsibility
and responsiveness of the broker or dealer and the brokerage and research
services provided by the broker or dealer.
You should generally seek favorable prices and commission
rates that are reasonable in relation to the benefits received. In seeking best
qualitative execution, you are authorized to select brokers or dealers who also
provide brokerage and research services to the Fund and/or the other accounts
over which you exercise investment discretion. You are authorized to pay a
broker or dealer who provides such brokerage and research services a commission
for executing a Fund portfolio transaction which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if you determine in good faith that the amount of the commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker or dealer. The determination may be viewed in
terms of either a particular transaction or your overall responsibilities with
respect to the Fund and to accounts over which you exercise investment
discretion. The Fund and you understand and acknowledge that, although the
information may be useful to the Fund and you, it is not possible to place a
dollar value on such information. The Board shall periodically review the
commissions paid by the Fund to determine if the commissions paid over
representative periods of time were reasonable in relation to the benefits to
the Fund.
Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking best qualitative
execution as described above, you may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute Fund
portfolio transactions.
Subject to the provisions of the 1940 Act, and other
applicable law, you, any of your affiliates or any affiliates of your affiliates
may retain compensation in connection with effecting the Fund's portfolio
transactions, including transactions effected through others. If any occasion
should arise in which you give any advice to clients of yours concerning the
shares of the Fund, you will act solely as investment counsel for such client
and not in any way on behalf of the Fund. Your services to the Fund pursuant to
this Agreement are not to be deemed to be exclusive and it is understood that
you may render investment advice, management and other services to others,
including other registered investment companies.
5. LIMITATION OF LIABILITY OF ADVISER
You may rely on information reasonably believed by you to be
accurate and reliable. Except as may otherwise be required by the 1940 Act or
the rules thereunder, neither you nor your shareholders, members, officers,
directors, employees, agents, control persons or affiliates of any thereof shall
be subject to any liability for, or any damages, expenses or losses incurred by
the Trust in connection with, any error of judgment, mistake of law, any act or
omission connected with or arising out of any services rendered under, or
payments made pursuant to, this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or gross
negligence on the part of any such persons in the performance of your duties
under this Agreement, or by reason of reckless disregard by any of such persons
of your obligations and duties under this Agreement.
Any person, even though also a director, officer, employee,
member, shareholder or agent of you, who may be or become an officer, director,
trustee, employee or agent of the Trust, shall be deemed, when rendering
services to the Trust or acting on any business of the Trust (other than
services or business in connection with your duties hereunder), to be rendering
such services to or acting solely for the Trust and not as a director, officer,
employee, member, shareholder or agent of you, or one under your control or
direction, even though paid by you.
6. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall take effect on the date of its execution,
and shall remain in force for a period of two (2) years from the date of its
execution, and from year to year thereafter, subject to annual approval by (i)
the Board or (ii) a vote of a majority of the outstanding voting securities of
the Fund, provided that in either event continuance is also approved by a
majority of the trustees who are not interested persons of you or the Trust, by
a vote cast in person at a meeting called for the purpose of voting such
approval.
If the shareholders of the Fund fail to approve the Agreement
in the manner set forth above, upon request of the Board, you will continue to
serve or act in such capacity for the Fund for the period of time pending
required approval of the Agreement, of a new agreement with you or a different
adviser or other definitive action; provided that the compensation to be paid by
the Fund to you for your services to and payments on behalf of the Fund will be
equal to the lesser of your actual costs incurred in furnishing such services
and payments or the amount you would have received under this Agreement for
furnishing such services and payments.
This Agreement may, on sixty days written notice, be
terminated with respect to the Fund, at any time without the payment of any
penalty, by the Board, by a vote of a majority of the outstanding voting
securities of the Fund, or by you. This Agreement shall automatically terminate
in the event of its assignment.
7. USE OF NAME
The Trust and you acknowledge that all rights to the name
"Westcott" or any variation thereof belong to you, and that the Trust is being
granted a limited license to use such words in its Fund name or in any class
name. In the event you cease to be the adviser to the Fund, the Trust's right to
the use of the name "Westcott" shall automatically cease on the ninetieth day
following the termination of this Agreement. The right to the name may also be
withdrawn by you during the term of this Agreement upon ninety (90) days'
written notice by you to the Trust. Nothing contained herein shall impair or
diminish in any respect, your right to use the name "Westcott" in the name of,
or in connection with, any other business enterprises with which you are or may
become associated. There is no charge to the Trust for the right to use this
name.
8. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this Agreement shall be
effective until approved by the Board, including a majority of the trustees who
are not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the series to which the amendment relates.
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
The term "AmeriPrime Funds" means and refers to the Trustees
from time to time serving under the Trust's Declaration of Trust as the same may
subsequently thereto have been, or subsequently hereto be, amended. It is
expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the trustees and shareholders
of the Trust and signed by officers of the Trust, acting as such, and neither
such authorization by such trustees and shareholders nor such execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.
10. SEVERABILITY
In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.
11. QUESTIONS OF INTERPRETATION
(a) This Agreement shall be governed by the laws of the State of Ohio.
(b) For the purpose of this Agreement, the terms "majority of the outstanding
voting securities," "control" and "interested person" shall have their
respective meanings as defined in the 1940 Act and rules and regulations
thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under the 1940 Act; and the term "brokerage
and research services" shall have the meaning given in the Securities Exchange
Act of 1934.
(c) Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of the
1940 Act shall be resolved by reference to such term or provision of the 1940
Act and to interpretation thereof, if any, by the United States courts or in the
absence of any controlling decision of any such court, by the Securities and
Exchange Commission or its staff. In addition, where the effect of a requirement
of the 1940 Act, reflected in any provision of this Agreement, is revised by
rule, regulation, order or interpretation of the Securities and Exchange
Commission or its staff, such provision shall be deemed to incorporate the
effect of such rule, regulation, order or interpretation.
12. NOTICES
Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust is
1793 Kingswood Drive, Southlake, Texas 76092 and your address for this purpose
shall be 230 Westcott, Suite 1, Houston, Texas 77007.
13. COUNTERPARTS
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
14. BINDING EFFECT
Each of the undersigned expressly warrants and represents that
he has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his signature will operate to bind the party indicated
to the foregoing terms.
15. CAPTIONS
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
If you are in agreement with the foregoing, please sign the
form of acceptance on the accompanying counterpart of this letter and return
such counterpart to the Trust, whereupon this letter shall become a binding
contract upon the date thereof.
Yours very truly,
AmeriPrime Funds
By:
Print Name:
Title:
ACCEPTANCE
The foregoing Agreement is hereby accepted.
Aegis Asset Management, Inc.
By:
Print Name:
Title:
PROXY
FLORIDA STREET GROWTH FUND
SPECIAL MEETING OF SHAREHOLDERS
__________________, 2002
The undersigned shareholder of the Florida Street Growth Fund (the
"Fund"), a series of Ameriprime Funds (the "Trust"), hereby nominates,
constitutes and appoints Robert A. Chopyak and Kenneth D. Trumpfheller, and each
of them, the attorney, agent and proxy of the undersigned, with full powers of
substitution, to vote all the shares of the Fund that the undersigned is
entitled to vote at the Special Meeting of Shareholders of the Fund to be held
at 1725 E. Southlake Blvd, Suite 200, Southlake, TX 76092, on ____________, 2002
at ________ __.m., central time, and at any and all adjournments thereof, as
fully and with the same force and effect as the undersigned might or could do if
personally present as follows:
Approval of (a) a new Management Agreement between the Trust, on behalf of
the Fund, and Aegis Asset Management, Inc. and (b) a Sub-Advisory Agreement
between Aegis Asset Management, Inc. and Arcadia Investment Management
Corporation.
|_| FOR |_| AGAINST |_| ABSTAIN
The Board of Trustees recommends a vote "FOR" on the above proposal.
The Proxy shall be voted in accordance with the recommendations of the Board of
Trustees unless a contrary instruction is indicated, in which case the Proxy
shall be voted in accordance with such instructions. In all other matters, if
any, presented at the meeting, this Proxy shall be voted in the discretion of
the Proxy holders, in accordance with the recommendations of the Board of
Trustees, if any.
Dated: , 2002
- --------------------------- --------
Number of Shares
(Please print your name)
(Signature of Shareholder)
(Please print your name)
(Signature of Shareholder)
(Please date this proxy and sign your name as it appears on the label.
Executors, administrators, trustees, etc. should give their full titles. All
joint owners should sign.
This Proxy is solicited on behalf of the Trust's Board of Trustees, and may
be revoked prior to its exercise by filing with the President of the Trust
an instrument revoking this Proxy or a duly executed Proxy bearing a later
date, or by appearing in person and voting at the meeting.