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:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
|X| 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:
__________________________________________________________________________________
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2) Aggregate number of securities to which transaction applies:
__________________________________________________________________________________
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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):
__________________________________________________________________________________
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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|_| 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:
__________________________________________________________________________________
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2) Form, Schedule or Registration Statement No.:
__________________________________________________________________________________
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3) Filing Party:
__________________________________________________________________________________
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4) Date Filed:
__________________________________________________________________________________
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GLOBALT Growth Fund
3060 Peachtree Road, N.W.
One Buckhead Plaza, Suite 225
Atlanta, Georgia 30305
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held May 24, 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 GLOBALT Growth Fund series of the Trust, to be held at the
principal offices of the Trust, 1725 E. Southlake Blvd., Suite 200, Southlake,
Texas 76092, on May 24 , 2002 at 10:00 a..m., central time, for the following
purpose:
1. Approval of a new advisory agreement between the Trust and GLOBALT,
Inc., the Fund's investment adviser. 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 April 4, 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
/s/
KENNETH D. TRUMPFHELLER
Secretary
April 30, 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.
GLOBALT GROWTH FUND
3060 Peachtree Road, N.W.
One Buckhead Plaza, Suite 225
Atlanta, Georgia 30305
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
To Be Held May 24, 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 GLOBALT Growth Fund (the "Fund"), for use at the Special Meeting of
Shareholders of the Fund (the "Meeting") to be held at the principal executive
offices of the Trust, 1725 E. Southlake Blvd., Suite 200, Southlake, Texas
76092, on May 24, 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 April 30, 2002.
GLOBALT, Inc. ("GLOBALT") serves as the Fund's investment adviser and
is currently controlled by Samuel Allen. On or about April 30, 2002, Synovus
Financial Corp. ("Synovus") will acquire 100% of the outstanding shares of
GLOBALT through a merger of a wholly owned subsidiary of Synovus with and into
GLOBALT.
Pursuant to the Investment Company Act of 1940, as amended (the
"Investment Company Act"), a transaction which results in a change of control of
an investment adviser may be deemed an "assignment." The Investment Company Act
further provides that a management agreement will automatically terminate in the
event of an assignment. As a result, the shareholders are being asked to
consider the approval of a new agreement for the Fund with GLOBALT.
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 877-289-4769.
PROPOSAL
APPROVAL OF A NEW MANAGEMENT AGREEMENT BETWEEN
THE TRUST AND GLOBALT, INC.
Background
GLOBALT serves as the Fund's investment adviser and is currently
controlled by Samuel Allen. On or about April 30, 2002, Synovus will acquire
100% of the outstanding shares of GLOBALT through a merger of a wholly owned
subsidiary with and into GLOBALT.
Under the Investment Company Act, a transaction that results in a
change of control of an investment adviser may be deemed an "assignment." The
Investment Company Act further provides that a management agreement will
automatically terminate in the event of its assignment. The transaction
described above will result in a "change in control" of GLOBALT for purposes of
the Investment Company Act and will cause the "assignment" and resulting
termination of the old management agreement.
Subject to shareholder approval, the Board of Trustees of the Trust has
approved a new management agreement for the Fund. The primary purpose of this
proposal is to allow GLOBALT to continue to serve as the investment adviser to
the Fund.
The Current Management Agreement
GLOBALT currently serves as the investment adviser to the Fund pursuant
to a management agreement, dated June 30, 2000 between the Trust and GLOBALT. In
2000, Samuel Allen acquired additional shares of GLOBALT and became the
controlling shareholder of GLOBALT. The acquisition resulted in the termination
of the existing management agreement, and the current management agreement was
approved by the shareholders on June 30, 2000. The current management agreement
will expire on June 30, 2002.
Under the terms of the current agreement, GLOBALT manages the Fund's
investments, subject to the approval of the Board of Trustees, and pays all
operating expenses of the Fund except brokerage, taxes, borrowing costs, fees
and expenses of non-interested person trustees, Rule 12b-1 distribution expenses
and extraordinary expenses. Under the current agreement, as compensation for
GLOBALT's management services and agreement to pay the Fund's expenses, the Fund
pays GLOBALT an annual fee of 1.17% of its average daily net assets. GLOBALT has
entered into a separate agreement, effective through February 28, 2005, to waive
all or a portion of its fees and/or reimburse Fund expenses, but only to the
extent necessary to maintain total annual Fund operating expenses at 1.17%. For
the fiscal year ended October 31, 2001, the aggregate amount of the investment
adviser's fee paid to GLOBALT was $195,586.
The Interim Management Agreement
Ordinarily, shareholder approval must be obtained before a management
agreement takes effect. Rule 15a-4 under the Investment Company Act, however,
permits an investment adviser to a registered investment company to serve
temporarily under an interim agreement that is approved by a fund's board of
trustees but that has not received shareholder approval, if the following
conditions are met:
(i) the compensation under the interim agreement is no greater than under the
previous agreement;
(ii) the fund's board of trustees, including a majority of the
disinterested trustees, has voted in person to approve the
interim agreement before the previous agreement is terminated;
(iii) the fund's board of trustees, including a majority of the
disinterested trustees, determines that the scope and quality
of services to be provided to the fund under the interim
agreement will be at least equivalent to the scope and quality
of services provided under the previous agreement;
(iv) the interim agreement provides that the fund's board of
trustees or a majority of the fund's outstanding voting
securities may terminate the agreement at any time, without
payment of any penalty, on not more than 10 calendar days
written notice to the investment adviser;
(v) the interim agreement contains the same provisions as the
previous agreement with the exception of effective and
termination dates, provisions required by Rule 15a-4, and
other differences determined to be immaterial by the board of
trustees; and
(vi) the interim agreement provides, in accordance with the
specific provisions of Rule 15a-4, for the establishment of an
escrow account for fees received under the interim agreement
pending approval of a new management agreement by
shareholders.
A change of control of GLOBALT will occur on or about April 30, 2002.
If shareholder approval is not obtained for a new agreement before the change of
control, an interim management agreement meeting the above conditions will take
effect. The interim agreement was approved by the Board of Trustees on April 3,
2002. GLOBALT will serve as investment adviser pursuant to the interim agreement
for 150 days after the change in control or, if earlier, until a new agreement
is approved by shareholders. If shareholders approve the new agreement within
the 150-day period, the amount held in the escrow account, plus interest, will
be paid to GLOBALT. If shareholders do not approve the new agreement, GLOBALT
will be paid the lesser of the costs incurred in performing its services under
the interim agreement or the total amount in the escrow account, plus interest
earned.
The New Management Agreement.
- ----------------------------
Subject to shareholder approval, the Trust will enter into a new
agreement with GLOBALT. The terms and conditions of the new agreement are
substantially identical in all material respects to those of the old management
agreement, except that the date of its execution, effectiveness, and termination
are different. In addition, GLOBALT will reaffirm its obligation to waive its
fees and/or reimburse Fund expenses, but only to the extent necessary to
maintain total annual Fund expenses at 1.17% through February 28, 2005.
Like the current agreement, the new agreement permits GLOBALT to
accept research services from brokers in return for allocating Fund brokerage
transactions to the brokers. GLOBALT does not currently have any formal
arrangements in place for allocating brokerage transactions based on research
services provided to GLOBALT, but research provided by brokers to GLOBALT may be
considered when placing trades.
The new agreement will become effective upon shareholder approval. The
new 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 by (a) the
Board of Trustees or (b) a vote of a majority (as defined in the Investment
Company Act) of the outstanding shares of the Fund; provided that in either
event continuance is also approved by a majority of the trustees who are not
affiliated with GLOBALT (the "Independent Trustees"), by a vote cast in person
at a meeting called for the purpose of voting on such approval. The new
agreement may be terminated at any time, on sixty days written notice, without
the payment of any penalty by the Board of Trustees, by a vote of the majority
of the outstanding voting securities of the Fund, or by GLOBALT. The new
agreement automatically terminates in the event of its assignment.
The new agreement provides that GLOBALT 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 willful misfeasance, bad faith or gross negligence, or
GLOBALT's reckless disregard of its obligations.
The new agreement for the Fund is attached as Exhibit A. You should
read the agreement. The description in this Proxy Statement of the new agreement
is only a summary.
Information Concerning GLOBALT, Inc.
GLOBALT, Inc., is located at 3060 Peachtree Road, N.W., One Buckhead Plaza,
Suite 225, Atlanta, Georgia 30305. After the acquisition, Synovus Financial
Corp., located at 901 Front Avenue, Suite 202, Columbus, Georgia 31901, will own
100% of GLOBALT.
The name, address and principal occupation of the principal executive
officer and each director of GLOBALT are set forth below:
- ------------------------------- ----------------------------- ----------------------------------------- ----------------------------
Name: Title: Address: Principal Occupation:
- ------------------------------- ----------------------------- ----------------------------------------- ----------------------------
- ------------------------------- ----------------------------- ----------------------------------------- ----------------------------
Samuel E. Allen Chairman 3060 Peachtree Road, N.W. Chief Executive Officer
Chief Executive Officer One Buckhead Plaza, Suite 225, Atlanta, and Portfolio Manager
Director GA 30305
- ------------------------------- ----------------------------- ----------------------------------------- ----------------------------
- ------------------------------- ----------------------------- ----------------------------------------- ----------------------------
William H. Roach, Jr. President 3060 Peachtree Road, N.W. Chief Operating Officer
Director One Buckhead Plaza, Suite 225, Atlanta,
GA 30305
- ------------------------------- ----------------------------- ----------------------------------------- ----------------------------
- ------------------------------- ----------------------------- ----------------------------------------- ----------------------------
Gary E. Fullam Chief Investment Officer 3060 Peachtree Road, N.W. Chief Investment Officer
Director One Buckhead Plaza, Suite 225, Atlanta, Portfolio Manager
GA 30305
- ------------------------------- ----------------------------- ----------------------------------------- ----------------------------
- ------------------------------- ----------------------------- ----------------------------------------- ----------------------------
Gregory S. Paulette President, GLOBALT Capital 3060 Peachtree Road, N.W. Portfolio Manager
Management One Buckhead Plaza, Suite 225, Atlanta,
Director GA 30305
- ------------------------------- ----------------------------- ----------------------------------------- ----------------------------
The following chart provides information regarding those persons that
own 10% or more of Synovus.
----------------------------------------- ---------------------------------- -----------------------------------------
Name Address Ownership
----------------------------------------- ---------------------------------- -----------------------------------------
----------------------------------------- ---------------------------------- -----------------------------------------
Synovus Trust Company 1148 Broadway 12.5%
Columbus, Georgia 31901
----------------------------------------- ---------------------------------- -----------------------------------------
Evaluation By The Board Of Trustees.
- ----------------------------------- -
The Board has determined that continuity and efficiency of portfolio
investment advisory services after the change of control of GLOBALT can best be
assured by approving the new management agreement. The Board believes that the
new agreement will enable the Trust to continue to obtain management services of
high quality at costs which it deems appropriate and reasonable and that
approval of the new 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 proposed
acquisition of GLOBALT on the Fund. In evaluating the impact of the acquisition,
the Board, including the Independent Trustees, requested and reviewed, with the
assistance of legal counsel, materials furnished by GLOBALT and Synovus,
including financial information, and discussed the proposed new agreement. The
Independent Trustees met separately with legal counsel.
Based on its review, the Board of Trustees believes that approval of
the proposed new 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 new
agreement. In making this recommendation, the Trustees primarily evaluated (i)
their satisfaction with the experience, reputation, qualifications and
background of GLOBALT's investment personnel, (ii) the nature and quality of
operations and services that GLOBALT will continue to provide the Fund with no
change in fees, (iii) the benefits of continuity in services to be provided by
GLOBALT, and (iv) the fact that the portfolio managers will not change as a
result of the change in control.
The Trustees also gave careful consideration to factors deemed relevant
to the Trust and the Fund, including, but not limited to (i) the performance of
the Fund since commencement of its operations, (ii) the investment objective and
policies of the Fund, (iii) the financial condition of GLOBALT, and (iv) that
the terms of the new agreement are substantially identical to the current
agreement, except as described above.
The Board viewed as significant the representation of GLOBALT that the
same persons who are presently responsible for the investment advisory
operations of the Fund will continue in such positions following the change in
control, that no changes in the investment advisers' method of operations or
location are expected, and that no diminution of the scope and quality of
advisory services provided to the Fund will result from that change of control.
In fact, it was the consensus of the Trustees that the acquisition is likely to
provide GLOBALT with additional resources and enhance GLOBALT's ability to
provide quality advisory services to the Fund.
As a result of their considerations, the Board of Trustees, including
all of the Independent Trustees, determined that the new agreement is in the
best interests of the Fund and its shareholders. Accordingly, the Board of
Trustees, by separate vote of the Independent Trustees and the entire Board of
Trustees, unanimously approved the new agreement and voted to recommend it to
shareholders for approval.
The Board Of Trustees Of The Trust, Including The Independent Trustees,
Unanimously Recommends That Shareholders Vote For Approval Of The Proposed
Management Agreement
OPERATION OF THE FUND
The Fund is a diversified series of AmeriPrime Funds, an open-end
management investment company organized as an Ohio business trust on August 8,
1995. 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 GLOBALT,
Inc., 3060 Peachtree Road, N.W., One Buckhead Plaza, Suite 225, Atlanta, Georgia
30305 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 new agreement between the Trust and
GLOBALT 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, the 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 close of business on April 4, 2002 is 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 970,000.51 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 new agreement.
As defined in the Investment Company Act, 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 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 March 31, 2002, with
respect to the number of shares of the Fund beneficially owned by (i) each
Trustee and named executive officers of the Trust and (ii) all Trustees and
named executive officers of the Trust as a group.
Amount Percent
Name Beneficially Owned of Class
---- ------------------ --------
Robert A. Chopyak None 0%
Steven L. Cobb 48.3560 *
Gary E. Hippensteil None 0%
Kenneth D. Trumpfheller None 0%
* Less than 1% of the Fund.
As of March 31, 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
As of March 31, 2002, the persons known by the Trust to be the record
or beneficial owner of 5% or more of the outstanding shares of the Fund were:
Name Address Percent Held
- ---- ------- ------------
Samuel E. Allen c/o GLOBALT, Inc. 12.70%1
3060 Peachtree Road, NW
Suite 225
Atlanta, GA 30305
Charles Schwab 101 Montgomery Street 13.29%
San Francisco, CA 94104
Glidden Foundation 3495 Piedmont Road 8.47%
Suite 525
Atlanta, GA 30305
Management Psychology 3400 Peachtree Road, N.E. 5.72%
Lenox Towers, Suite 1600
Atlanta, GA 30326
National Financial Services P.O. Box 3908 5.19%
Church Street Station
New York, NY 10007-3908
NationsBank, N.A. Interstate Tower 5.20%
P.O. Box 1220
Charlotte, NC 28201-1220
NBC Securities 1927 First Avenue North 6.68%
Birmingham, AL 35203
1 Includes 7.18% owned by GLOBALT, Inc. 401(k) Profit Sharing Plan.
The Trust has been informed that Mr. Allen intends to vote all shares that he
beneficially owns in favor of the proposed new agreement. As of March 31, 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, which 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
globalt. 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
GLOBALT will reimburse them for their expenses in so doing. Certain officers,
employees and agents of the Trust and GLOBALT 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 877-289-4769, or
write the Trust at 1725 E. Southlake Blvd., Suite 200, Southlake, Texas 76092.
BY ORDER OF THE BOARD OF TRUSTEES
/s/
Kenneth D. Trumpfheller
Secretary
Dated April 30, 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
PROPOSED MANAGEMENT AGREEMENT
TO: GLOBALT, Inc.
3060 Peachtree Road, N.W.,
One Buckhead Plaza, Suite 225
Atlanta, Georgia 30305
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 GLOBALT 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 regularly provide the Fund with such investment
advice as you in your discretion deem advisable and will furnish a continuous
investment program for the Fund consistent with the Fund's investment objectives
and policies. You will 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 will 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.
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 1.17% 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 (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) 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 Investment Company Act of
1940, as amended, 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 Investment
Company Act of 1940 or the rules thereunder, neither you nor your shareholders,
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,
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,
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 (as defined in the Investment Company Act
of 1940) 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," as defined in the Investment Company Act of 1940, of
you or the Trust, by a vote cast in person at a meeting called for the purpose
of voting such approval.
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
"GLOBALT" or any variation thereof belongs 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 "GLOBALT" 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 "GLOBALT" 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 these
names.
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
current interpretations of the Act by the Securities and Exchange Commission) 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) 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 Investment Company Act of 1940, as amended (the
"Act") shall be resolved by reference to such term or provision of the
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 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.
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
1725 E. Southlake Blvd., Suite 200, Southlake, Texas 76092, and your address for
this purpose shall be 3060 Peachtree Road, N.W., One Buckhead Plaza, Suite 225,
Atlanta, GA 30305.
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: ___________________________________________
Kenneth D. Trumpfheller, President
Dated: , 2002
-------------------- --------
ACCEPTANCE
The foregoing Agreement is hereby accepted.
GLOBALT, Inc.
By: ____________________________________________
Name/Title: ______________________________________
Dated: , 2002
-------------------- --------
PROXY
GLOBALT GROWTH FUND
SPECIAL MEETING OF SHAREHOLDERS
May 24, 2002
The undersigned shareholder of the GLOBALT 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 which 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, Texas 76092, on May 24, 2002 at 10:00 a.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 new Management Agreement between the Trust and GLOBALT,
Inc.
|_| 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.