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 ADVISORS TRUST
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(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:
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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:
______________________________________________________________
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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Monteagle Large Cap Fund
Monteagle Fixed Income Fund
209 10th Avenue South, Suite 332
Nashville, Tennessee 37203
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held July 19, 2002
Dear Shareholders:
The Board of Trustees of AmeriPrime Advisors Trust (the "Trust"), an open-end
investment company organized as an Ohio business trust, has called a special
meeting of the shareholders of the Monteagle Large Cap Fund and the Monteagle
Fixed Income Fund (each a "Fund" and collectively the "Funds"), each a series of
the Trust, to be held at the principal offices of the Trust, 1725 E. Southlake
Blvd., Suite 200, Southlake, Texas 76092, on July 19, 2002 at 10:00 a.m.,
central time, for the following purpose:
1. Approval or disapproval of new advisory agreements
between Nashville Capital Corporation, the Funds'
investment manager, and Howe and Rusling, Inc., the
Funds' adviser.
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 June 1, 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
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KENNETH D. TRUMPFHELLER
Secretary
July 2, 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.
Monteagle Large Cap Fund
Monteagle Fixed Income Fund
209 10th Avenue South, Suite 332
Nashville, Tennessee 37203
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PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
To Be Held July 19, 2002
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INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of AmeriPrime Advisors Trust (the "Trust"), on
behalf of the Monteagle Large Cap Fund and the Monteagle Fixed Income Fund (each
a "Fund" and collectively the "Funds") for use at the Special Meeting of
Shareholders of each Fund (the "meeting") to be held at the principal executive
offices of the Trust, 1725 E. Southlake Blvd., Suite 200, Southlake, Texas
76092, on July 19, 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 July 5, 2002.
The shareholders of each Fund are being asked to consider the approval of a
new advisory agreement for the Fund between Nashville Capital Corporation
("Nashville Capital"), the Funds' investment manager, and Howe and Rusling, Inc.
("H&R"). H&R currently serves as the Funds' adviser. H&R is wholly owned by H&R
Acquisition Corp. On December 26, 2001, Third Security Management Corp. acquired
a controlling interest in H&R Acquisition Corp. Pursuant to the Investment
Company Act of 1940, as amended (the "Investment Company Act"), this change in
control of H&R resulted in a technical assignment and termination of each Fund's
advisory agreement. Because of the termination of those agreements, the Board
approved new advisory agreements with H&R on June 19, 2002, subject to
shareholder approval. There has been no material change in H&R's operations as a
result of the change in control. The Board believes that the new agreements will
enable the Funds to continue to obtain advisory services of high quality and
that approval of the new agreements is in the best interests of the shareholders
of each Fund. Accordingly, the Board is now asking shareholders to approve the
new advisory agreements with H&R. The new advisory agreements contain exactly
the same terms as the previous agreements, except for the effective dates and
expiration dates of the agreements.
A copy of the Funds' most recent annual and semi-annual report, including
financial statements and schedules, is available at no charge by sending a
written request to Robert Chopyak, Treasurer, AmeriPrime Advisors Trust, at the
principal offices of the Trust, 1725 E. Southlake Blvd., Suite 200, Southlake,
Texas 76092 or by calling the Funds at (800)-459-9084.
PROPOSAL
APPROVAL OF NEW ADVISORY AGREEMENTS BETWEEN
NASHVILLE CAPITAL CORPORATION AND HOWE and RUSLING, INC.
Background
H&R has served as investment adviser for the Funds pursuant to advisory
agreements dated November 27, 1999. The advisory agreements were initially
approved by the Board of Trustees, including a majority of the Trustees who are
not interested persons as defined in the Investment Company Act ("Independent
Trustees"), on November 21, 1999 and were last renewed by the Board of Trustees
on September 20, 2001. The advisory agreements for the Large Cap Fund and the
Fixed Income Fund were approved by shareholders on January 18, 2000 and December
20, 1999, respectively.
H&R is wholly owned by H&R Acquisition Corp. On December 26, 2001, there
was a change in control of H&R because Third Security Management Corp. acquired
a controlling interest in H&R Acquisition Corp. Under the Investment Company
Act, a change in control of an adviser results in a technical assignment and
termination of an advisory agreement with that adviser. The Trust was not
informed of the change in control until June 13, 2002. Therefore, on June 19,
2002, as soon as possible after the Trust was informed of the change in control,
the Board of Trustees, including a majority of the Independent Trustees,
approved new advisory agreements for the Large Cap Fund and the Fixed Income
Fund, subject to shareholder approval.
The staff of the Securities and Exchange Commission has advised the Trust's
counsel that not obtaining Board and shareholder approval of new advisory
agreements until after the change in control occurred is a technical violation
of the Investment Company Act. H&R and Nashville Capital have each agreed to
indemnify the Funds and their affiliates against any losses arising out of or in
any way related to the termination of the previous advisory agreements. The
Large Cap Fund and the Fixed Income Fund do not know what action, if any, the
Securities and Exchange Commission may take as a result of this technical
violation of the Investment Company Act.
The Previous Advisory Agreements
Under the terms of the previous agreements, subject always to the control
of the Board of Trustees and Nashville Capital, H&R, at its expense, was
required to furnish continuously an investment program for the Funds, and to use
its best judgment to make investment decisions, place all orders for the
purchase and sale of portfolio securities and execute all agreements related
thereto. Pursuant to the previous agreements, H&R maintained books and records
with respect to the securities transactions and rendered to the manager such
periodic and special reports as the manager or the Trustees requested. H&R paid
all expenses incurred by it in connection with its activities under the advisory
agreement other than the cost (including taxes and brokerage commissions, if
any) of securities and investments purchased for the Funds.
For the fiscal year ended August 31, 2001, Nashville Capital paid H&R fees
of $48,171.86 and $94,012.99 for the Large Cap Fund and the Fixed Income Fund,
respectively. H&R has reimbursed each Fund for all advisory fees paid to H&R
since December 26, 2001. H&R will not receive any additional fees until
shareholders approve the new agreements.
The New Advisory Agreements
Subject to shareholder approval, Nashville Capital will enter into new
agreements with H&R. The terms and conditions of the new agreements are
substantially identical in all material respects to those of the previous
agreements, except that the date of their execution, effectiveness, and
termination are different. The new agreements are identical to each other except
that the Large Cap Fund and the Fixed Income Fund pay different advisory fees.
Pursuant to the new agreements, as compensation for H&R's advisory
services, Nashville Capital will pay H&R an annual fee, computed and accrued
daily and paid monthly, at the following annual rates: For the Large Cap Fund,
0.40% of net assets up to $25 million; 0.30% of net assets from $25 million up
to $50 million; and 0.25% of net assets of $50 million and greater. For the
Fixed Income Fund, 0.30% of net assets up to $25 million; 0.25% from $25 million
up to $50 million; and 0.20% of net assets of $50 million and greater. These are
the same advisory fees paid under the previous agreements; no increase in
advisory fees is proposed.
Like the previous agreements, the new agreements permit the adviser to
accept research services from brokers in return for allocating Fund brokerage
transactions to the brokers. An explanation of the Funds' brokerage policies is
set forth in Section 3 of Exhibit A.
The new agreements will become effective upon shareholder approval. The new
agreements provide that they will remain in force for an initial term of two
years, and from year to year thereafter, if such continuance is approved at
least annually (a) by a majority of the outstanding voting securities (as
defined in the Investment Company Act) of the 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 Independent Trustees of
the Trust (as defined in the Investment Company Act), cast in person at a
meeting called for the purpose of voting on such approval. Each new agreement
may be terminated at any time, on thirty days written notice, without the
payment of any penalty, by Nashville Capital with the consent of the Board of
Trustees, by the Board of Trustees, or by a vote of the majority of the
outstanding voting securities (as defined in the Investment Company Act) of the
Fund, or by H&R at any time, on ninety days written notice, without the payment
of any penalty. Each new agreement automatically terminates in the event of its
assignment. Each new agreement requires H&R to notify Nashville Capital and the
Trust of any change of control.
Each new agreement provides that H&R 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 for services or from willful misfeasance, bad faith or gross
negligence, or H&R's reckless disregard of its obligations.
A form of the new agreement for the Funds 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 Howe and Rusling, Inc.
Howe and Rusling, Inc. is located at 120 East Avenue, Rochester, New York
14604. Howe and Rusling, Inc. is a wholly owned subsidiary of H&R Acquisition
Corp. H&R Acquisition Corp. is a wholly owned subsidiary of Third Security
Management Corp., which in turn is a wholly owned subsidiary of Third Security
LLC, which in turn is wholly owned by Randal J. Kirk. H&R Acquisition Corp.,
Third Security Management Corp. and Third Security LLC are located at 1902
Downey Street, Radford, VA 24141. Mr. Kirk's address is 1902 Downey Street,
Radford, VA 24141.
The names, addresses and principal occupations of the principal executive
officer and each director of H&R are set forth below:
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Name: Title: Address: Principal Occupation:
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Thomas Griswold Rusling President and Director 120 East Avenue President and Portfolio
Rochester, NY 14604 Manager, Howe and Rusling, Inc.
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- ------------------------------------- ----------------------- ------------------------------ --------------------------------
Randal J. Kirk Director 1902 Downey Street Managing Director, Third
Radford, VA 24141 Security LLC
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- ------------------------------------- ----------------------- ------------------------------ --------------------------------
Dixon D. Low Director 1902 Downey Street Managing Director, Third
Radford, VA 24141 Security LLC
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- ------------------------------------- ----------------------- ------------------------------ --------------------------------
Larry Dean Horner Director 120 East Avenue Director, Atlantis Plastics,
Rochester, NY 14604 Inc.; Newmark Homes Corp.;
Phillips Petroleum Co.; and
UTStarcom, Inc. Retired, June
2001, as Chairman of Pacific
USA Holdings Corporation, a
position he had held since
August 1994
- ------------------------------------- ----------------------- ------------------------------ --------------------------------
- ------------------------------------- ----------------------- ------------------------------ --------------------------------
Marcus Elbert Smith Director 1902 Downey Street Managing Director, Third
Radford, VA 24141 Security LLC
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Evaluation By The Board Of Trustees.
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The Board has determined that continuity and efficiency of portfolio
investment advisory services can best be assured by approving the new advisory
agreements. The Board believes that the new agreements will enable the Funds to
continue to obtain advisory services of high quality and that approval of the
new agreements is in the best interests of the Trust and the shareholders of
each Fund.
At a meeting of the Board of Trustees held on June 19, 2002, the Board,
including the Independent Trustees, evaluated the impact on the Funds of the
recent acquisition of H&R. 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 H&R, including financial
information about H&R, information regarding the current personnel of H&R and
H&R's arrangements with various brokers whereby H&R receives research services
based on brokerage transactions placed with the broker, and discussed the
proposed new agreements. 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 Funds'
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 H&R's investment personnel, (ii) the nature and quality of
operations and services that H&R will continue to provide the Funds, (iii) the
benefits of continuity in services to be provided by H&R, and (iv) the fact that
the portfolio managers did not change as a result of H&R Acquisition Corp.'s
acquisition of H&R.
The Trustees also gave careful consideration to factors deemed relevant to
the Trust and the Funds, including, but not limited to (i) the performance of
each Fund since commencement of its operations, (ii) the investment objective
and policies of each Fund, (iii) the financial condition of H&R and its parent
companies, and (iv) that the terms of the new agreement are substantially
identical to the terms of the previous agreement.
The Board viewed as significant the fact that there has been no change in
the H&R investment committee as a result of the change of control, that no
changes in their method of operations or location are expected, and that no
diminution of the scope and quality of advisory services provided to the Funds
is expected to result from the change of control. In fact, it was the consensus
of the Trustees that the acquisition is likely to provide the portfolio managers
with additional resources and enhance the portfolio managers' ability to provide
quality services to the Funds.
As a result of their considerations, the Trustees, including all of the
Independent Trustees, determined that the new agreement for each Fund is in the
best interests of the Fund and its shareholders. Accordingly, the Board of
Trustees unanimously approved each 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
Advisory Agreements
OPERATION OF THE FUNDS
Each Fund is a diversified series of AmeriPrime Advisors Trust, an open-end
management investment company organized as an Ohio business trust on August 3,
1999. The Board of Trustees supervises the business activities of the Funds.
Like other mutual funds, the Trust retains various organizations to perform
specialized services. As described above, the Funds currently retain Nashville
Capital Corporation, 209 10th Avenue South, Suite 332, Nashville, TN 37203 as
the manager and Howe and Rusling, Inc. serves as the investment adviser. The
Funds retain Unified Fund Services, Inc. to manage the Funds' business affairs
and provide the Funds with administrative services, and to act as the Funds'
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 Funds' 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 Nashville Capital
and H&R 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 the President of
the Trust revoking the proxy, or (3) attending and voting in person at the
meeting.
VOTING SECURITIES AND VOTING
The close of business on June 1, 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 3,345,880.533 shares of
beneficial interest of the Large Cap Fund and 1,475,327.878 shares of beneficial
interest of the Fixed Income 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 a 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 a Fund is required for the approval of each 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 each Fund
represented at the meeting, but they are not affirmative votes for any proposal.
As a result, with respect to approval of the proposed advisory agreements,
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
As of the Record Date, the Trustees and officers of the Trust beneficially
owned no shares of the Funds.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of June 1, 2002, FAMCO, P.O. Box 1148, Columbia, TN 38402, owned 100% of
the outstanding shares of each Fund and may be deemed to control the Funds. As
the controlling shareholder, it would control the outcome of any proposal
submitted to the shareholders for approval. 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 either 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 Advisors Trust,
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 H&R. 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 each Fund of whom they have knowledge, and H&R will reimburse them for
their expenses in so doing. Certain officers, employees and agents of the Trust
and H&R 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) 459-9084,
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
---------------------------
Kenneth D. Trumpfheller
Secretary
Dated July 2, 2002
Please date and sign the enclosed proxy and return it promptly in the enclosed
reply envelope or fax it to 317-266-8756.
FORM OF ADVISORY AGREEMENT EXHIBIT A
INVESTMENT ADVISORY AGREEMENT, dated as of ________, 2002, between
Nashville Capital Corporation, a Tennessee corporation (the "Manager"), and Howe
and Rusling, Inc., a New York corporation (the "Adviser").
W I T N E S E T H:
- - - - - - - - -
WHEREAS, the Manager acts as the investment manager to AmeriPrime
Advisors Trust, an Ohio business trust (the "Trust"), pursuant to a Management
Agreement, dated as of November 21, 1999 (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 Manager desires to retain the Adviser to render investment
Advisory services to the funds of the Trust set forth on the Exhibits to this
Agreement (the "Funds"), and the 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 Adviser. The Manager hereby
appoints the Adviser to act as its agent to provide investment advisory service
to each class of shares of beneficial interest of the Trust set forth on an
executed Exhibit to this Agreement (each a "Fund"), for the period and on the
terms set forth in this Agreement. The Adviser accepts such appointment and
agrees to render the services herein set forth, for the compensation herein
provided. Although the Adviser shall be an agent of the Manager, the Adviser
shall for all purposes herein be deemed to be an independent contractor of the
Manager and the Trust and shall, unless otherwise expressly provided herein or
authorized by the Manager or the Board of Trustees of the Trust from time to
time, have no authority to act for or represent the Manager or the Trust in any
way or otherwise be deemed an agent of the Trust.
Section 2. Adviser's Duties. Subject to the general supervision of the
Trust's Board of Trustees (the "Board") and the Manager, the Adviser shall,
employing its discretion, manage the investment operations of each Fund and the
composition of the portfolio of securities and investments (including cash)
belonging to each 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 Trust's
then-current Prospectus and Statement of Additional Information (together, the
"Prospectus") and subject to the following understandings:
(a) The Adviser shall furnish a continuous investment program for each
Fund and determine from time to time what investments or securities will be
purchased, retained or sold by each Fund and what portion of the assets
belonging to each Fund will be invested or held uninvested as cash;
(b) The Adviser shall use its best judgment in the performance of its
duties under this Agreement;
(c) The Adviser, in the performance of its duties and obligations under
this Agreement, shall act in conformity with the Trust's Declaration of Trust,
its By-Laws and its Prospectus and with the instructions and directions of the
Trust's Board of Trustees and the Manager 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 Adviser shall determine the securities to be purchased or sold
by each Fund and as agent for the Trust 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 Adviser shall maintain books and records with respect to the
securities transactions of each Fund and shall render to the Manager and the
Trust's Board of Trustees such periodic and special reports as the Manager or
the Board may request; and
(f) The 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. Brokerage. In connection with purchases or sales of
portfolio securities for the account of a Fund, the 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 you, subject to review of this
selection by the Board from time to time. The 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 Adviser will at all times seek for each 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 Adviser should generally seek favorable prices and commission rates
that are reasonable in relation to the benefits received. In seeking best
qualitative execution, the Adviser is authorized to select brokers or dealers
who also provide brokerage and research services to the Funds and/or the other
accounts over which it exercises investment discretion. The Adviser is
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 the 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
Adviser's overall responsibilities with respect to the Funds and to accounts
over which the Adviser exercises investment discretion. The Funds and the
Adviser understand and acknowledge that, although the information may be useful
to the Funds and the Adviser, it is not possible to place a dollar value on such
information. The Board shall periodically review the commissions paid by the
Funds to determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits to the Funds.
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 Adviser may give consideration to sales of shares of the
Funds 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 Adviser, any of its affiliates or any affiliates of its affiliates may
retain compensation in connection with effecting the Funds' portfolio
transactions, including transactions effected through others. If any occasion
should arise in which the Adviser gives any advice to clients of the Adviser
concerning the shares of any Fund, the Adviser will act solely as investment
counsel for such client and not in any way on behalf of the Fund. The Adviser's
services to the Funds pursuant to this Agreement are not to be deemed to be
exclusive and it is understood that the Adviser may render investment advice,
management and other services to others, including other registered investment
companies.
Section 4. Books and Records. The Adviser shall keep the Trust's books
and records required to be maintained by it pursuant to Section 2(e) of this
Agreement. The Adviser agrees that all records which 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 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 Adviser with respect to the Trust by Rule
31a-1 under the 1940 Act.
Section 5. Expenses of the Adviser. During the term of this Agreement,
the Adviser will pay all expenses (including without limitation the compensation
of all trustees or officers of the Trust who are "interested persons" of the
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 each Fund (including taxes and brokerage commissions,
if any).
Section 6. Compensation of the Adviser. For the services provided and
the expenses borne pursuant to this Agreement, the Manager will pay to the
Adviser as full compensation therefore a fee with respect to each Fund at an
annual rate as set forth on the Exhibit executed with respect to such Fund and
attached hereto. This fee for each month will be paid to the Adviser during the
succeeding month. For purposes of determining the fee payable hereunder, the net
asset value of each Fund shall be calculated in the manner specified in the
Trust's Prospectus.
Section 7. Use of Name. The Trust, Manager and Adviser acknowledge that
all rights to the name "Monteagle" belong to the Manager, 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 Manager ceases to be the Manager, the Trust's right
to the use of the name "Monteagle" shall automatically cease on the ninetieth
day following the termination of this Agreement. The right to the name may also
be withdrawn by the Manager during the term of the Management Agreement upon
ninety (90) days' written notice by the Manager to the Trust. Nothing contained
herein shall impair or diminish in any respect the Manager's right to use the
name "Monteagle" in the name of, or in connection with, any other business
enterprises with which the Manager is or may become associated. There is no
charge to the Trust for the right to use these names.
Section 8. Liability of the Adviser. Neither 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 any 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 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 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 Adviser, or one under
Adviser's control or direction, even though paid by Adviser.
Section 9. Duration and Termination. The term of this Agreement shall
begin on the date of this Agreement for each Fund that has executed an Exhibit
hereto on the date of this Agreement and shall continue in effect with respect
to each such Fund (and any subsequent Funds added pursuant to an Exhibit
executed during the initial two-year term of this Agreement) for a period of two
years from the date of its execution. 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 by (a) 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. If a Fund
is added pursuant to an Exhibit executed after the date of this Agreement as
described above, this Agreement shall become effective with respect to that Fund
upon execution of the applicable Exhibit and shall continue in effect until the
next annual continuance of this Agreement and from year to year thereafter,
subject to approval as described above. This Agreement may be terminated by the
Manager or the Trust with respect to any Fund at any time, without the payment
of any penalty, by the Manager 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 Adviser, or by the Adviser at any
time, without the payment of any penalty, on 90 days' written notice to the
Manager. 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 Manager, the Adviser and the Trust, but the consent of the Trust must be
approved (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 Adviser at 102 East Avenue,
Rochester, NY 14604, and to the Manager at 209 10th Avenue South, Suite 332,
Nashville, TN 37203, 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 for otherwise affect their construction or effect.
Section 17. Change of Control. Adviser undertakes to notify Manager
-----------------
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 Adviser's
partners, 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 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 as of the date and year first above
written.
Nashville Capital Corporation Howe and Rusling, Inc.
By:_____________________________ By:
-------------------------------
Name: Name:
--------------------------- --------------------------------
Title: Title:
-------------------------- --------------------------------
PROXY
MONTEAGLE LARGE CAP FUND
SPECIAL MEETING OF SHAREHOLDERS
July 19, 2002
The undersigned shareholder of the Monteagle Large Cap Fund (the "Fund"), a
series of AmeriPrime Advisors Trust (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 July 19, 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 Advisory Agreement between Nashville Capital Corporation
and Howe and Rusling, 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.
PROXY
MONTEAGLE FIXED INCOME FUND
SPECIAL MEETING OF SHAREHOLDERS
July 19, 2002
The undersigned shareholder of the Monteagle Fixed Income Fund (the
"Fund"), a series of AmeriPrime Advisors Trust (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 July 19, 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 Advisory Agreement between Nashville Capital Corporation
and Howe and Rusling, 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.