SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. ____)
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|X| Definitive Proxy Statement
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|_| Soliciting Material Pursuant to ss.240.14a-12
AMERIPRIME ADVISORS TRUST
-------------------------
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|X| No fee required.
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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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|_| Check box if any part of the fee is offset as provided by Exchange Act
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statement number, or the Form or Schedule and the date of its filing.
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Monteagle Large Cap Fund
209 10th Avenue South, Suite 332
Nashville, Tennessee 37203
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held August 29, 2003
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 (the
"Fund"), a series of the Trust, to be held at the principal offices of the
Trust, 431 Pennsylvania Street, Indianapolis, Indiana 46204, on August 29, 2003
at 10:00 a.m., eastern standard time, for the following purpose:
1. Approval or disapproval of a new management agreement for the
Fund with Nashville Capital Corporation, the Fund's investment
manager.
2. Approval or disapproval of a new advisory agreement between
Nashville Capital Corporation and Northstar Capital Management,
Inc.
3. 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 August 1, 2003 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
TIMOTHY ASHBURN
President and Secretary
August 15, 2003
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
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 August 29, 2003
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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 for use at the Special Meeting of
Shareholders of the Fund to be held at the principal executive offices of the
Trust, 431 Pennsylvania Street, Indianapolis, Indiana 46204, on August 29, 2003
at 10:00 a.m., eastern standard 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 August 15, 2003.
The shareholders of the Fund are being asked to consider the approval of a
new management agreement for the Fund with Nashville Capital Corporation
("Nashville Capital"), the Fund's investment manager, and the approval of a new
advisory agreement for the Fund between Nashville Capital and Northstar Capital
Management, Inc. ("Northstar"). Howe & Rusling, Inc. ("H&R") currently serves as
the Fund's adviser and is responsible for the day-to-day management of the Fund.
On July 21, 2003, the Board of Trustees of the Fund held a meeting at which
it considered the performance of H&R. At that meeting, Nashville Capital
recommended that the Fund terminate the current advisory relationship with H&R,
and instead retain Northstar as the Fund's adviser. In addition, Nashville
Capital requested an increase in the fees paid to it by the Fund, as the fees
required to retain Northstar will be higher than those paid to H&R.
Pursuant to the Investment Company Act of 1940, as amended (the "Investment
Company Act"), the change of the Fund's adviser required the Board to consider a
new advisory agreement between Nashville Capital and Northstar and the requested
fee increase required the Board to consider a new management agreement between
the Fund and Nashville Capital. In addition, under the new advisory agreement
the fees paid by Nashville Capital to Northstar will increase over the fees
currently paid to H&R.
The Board approved the new agreements at the July meeting, subject to
shareholder approval. The Board determined that the new agreements will enable
the Fund to obtain management and advisory services of high quality and that
approval of the new agreements is in the best interests of the shareholders of
the Fund. Accordingly, the Board is now asking shareholders to approve the new
investment management and advisory agreements. The new agreements contain the
same terms as the previous agreements, except for the effective dates and the
changes described above.
If the shareholders approve the new advisory agreement, the name of the
Fund will be changed to the "Monteagle Large Cap Growth Fund." The shareholders
of the Fund are not required to approve this change for it to become effective.
A copy of the Fund's most recent annual and semi-annual reports, including
financial statements and schedules, are available at no charge by sending a
written request to Thomas Napurano, Treasurer, AmeriPrime Advisors Trust, at the
principal offices of the Trust, 431 Pennsylvania Street, Indianapolis, Indiana
46204, or by calling the Fund at (800)-459-9084.
PROPOSAL I
APPROVAL OF MANAGEMENT AGREEMENT WITH
NASHVILLE CAPITAL CORPORATION
Nashville Capital currently serves as the investment manager to the Fund.
The proposed new management agreement is materially identical to the current
management agreement, with the exception of an increased management fee the Fund
pays Nashville Capital, and the effective dates. Approval of the new management
agreement will raise the fees paid by the shareholders of the Fund. The
following tables describe the Fund's current and pro forma fees and expenses.
Current Pro Forma
Shareholder Fees
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases NONE NONE
Maximum Deferred Sales Charge (Load) NONE NONE
Redemption Fee(1) NONE NONE
Exchange Fee NONE NONE
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fees 1.25% 1.35%
Distribution (12b-1) Fees NONE NONE
Other Expenses 0.02% 0.02%
Total Annual Fund Operating Expenses 1.27% 1.37%
(1)A wire transfer fee of $15 is charged to defray custodial charges for
redemptions paid by wire transfer. This fee is subject to change.
Example:
This Example is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated, reinvest
dividends and distributions, and then redeem all of your shares at the end of
those periods. The Example also assumes that your investment has a 5% return
each year and that the Fund's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Current $ 133 $ 415 $ 717 $ 1,576
Pro Forma $ 144 $ 447 $ 772 $ 1,692
The following table compares the annual fees (based on average daily net
assets) the Fund is obligated to pay Nashville Capital as compensation for its
management services and agreement to pay the Fund's expenses, under the current
management agreement, to the annual fee the Fund will be obligated to pay
Nashville Capital under the new management agreement, if approved by the
shareholders:
======================================== ====================== ================
Assets Current Fees Proposed Fees
- ---------------------------------------- ---------------------- ----------------
- ---------------------------------------- ---------------------- ----------------
Up to and including $25 million 1.25% 1.35%
- ---------------------------------------- ---------------------- ----------------
- ---------------------------------------- ---------------------- ----------------
From $25 million up to and including 1.13% 1.25%
$50 million
- ---------------------------------------- ---------------------- ----------------
- ---------------------------------------- ---------------------- ----------------
From $50 million up to and including 1.00% 1.10%
$100 million
- ---------------------------------------- ---------------------- ----------------
- ---------------------------------------- ---------------------- ----------------
Over $100 million 0.95% 1.00%
======================================== ====================== ================
For the most recent fiscal year ended August 31, 2002, Nashville Capital
received $88,382, after fee waivers, and under the current fee structure, would
have received $108,733, absent any fee waiver. If the new fee structure
described above had been in effect, the aggregate advisory fees paid to
Nashville Capital would have been approximately $117,981. This would have
represented a 33% increase in the fees actually paid to Nashville Capital, and a
8.5% increase in the fees that would have been paid absent the fee waiver.
Nashville Capital is also the investment manager for three other Monteagle
funds, two of which (the Monteagle Opportunity Growth Fund and the Monteagle
Value Fund) have an investment objective similar to the Fund. As of August 1,
2003, the Opportunity Growth Fund and the Value Fund had $20,883,365 and
$13,656,595, respectively, in total net assets. The Opportunity Growth Fund and
the Value Fund are obligated to pay Nashville Capital an annual management fee
at the following annual rates:
======================================== =============================== ===============================
Assets Opportunity Growth Fund Value Fund
- ---------------------------------------- ------------------------------- -------------------------------
- ---------------------------------------- ------------------------------- -------------------------------
Up to and including $25 million 1.35% 1.35%
- ---------------------------------------- ------------------------------- -------------------------------
- ---------------------------------------- ------------------------------- -------------------------------
From $25 million up to and including 1.30% 1.25%
$50 million
- ---------------------------------------- ------------------------------- -------------------------------
- ---------------------------------------- ------------------------------- -------------------------------
From $50 million up to and including 1.18% 1.10%
$100 million
- ---------------------------------------- ------------------------------- -------------------------------
- ---------------------------------------- ------------------------------- -------------------------------
Over $100 million 1.10% 1.00%
======================================== =============================== ===============================
Nashville Capital has not agreed to waive or otherwise reduce its compensation
from the Opportunity Growth Fund or the Value Fund.
The Current Management Agreement
- --------------------------------
The current management agreement dated November 21, 1999 between the Trust
and Nashville Capital was approved by shareholders of the Fund on December 20,
1999 as the initial management agreement. The current management agreement was
renewed by the Board of Trustees, including a majority of the Trustees who are
not interested persons as defined in the Investment Company Act, on October 21,
2002.
The current management agreement requires Nashville Capital to (i) provide
the Fund with such investment advice as it deems advisable, (ii) furnish a
continuous investment program for the Fund consistent with the Fund's investment
objectives and policies, and (iii) 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 objective, policies and restrictions as are in effect from time to
time and subject further to such policies and instructions as the Board of
Trustees may from time to time establish. The current management agreement also
provides that Nashville Capital 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 business
of the Fund. Under the current management agreement, Nashville Capital is
responsible for providing general investment advice and guidance to the Fund,
although the investment manager has the ability to delegate these
responsibilities for the selection and ongoing monitoring of the securities in
the Fund's investment portfolio to the Fund's adviser.
The current management agreement is materially identical to the proposed
new agreement with regard to payment of expenses, in that Nashville Capital pays
most operating expenses of the Fund, excluding brokerage fees and commissions,
taxes, borrowing costs (such as (a) interest and (b) dividend expenses on
securities sold short) 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 also pays
expenses that are authorized to be paid by the Fund pursuant to Rule 12b-1 of
the Investment Company Act.
For the period January 18, 2000 (commencement of operations) through August
31, 2000, and for the fiscal years ended August 31, 2001 and 2002, the Fund paid
advisory fees of $47,040, $150,260 and $88,382, respectively.
The New Management Agreement
- ----------------------------
At its July 21, 2003 meeting, the Board of Trustees considered and
approved, subject to approval by the shareholders of the Fund, a new management
agreement for the Fund. The new management agreement will become effective upon
shareholder approval.
The new management agreement 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 Trustees of the Trust who
are not parties to the new management agreement or "interested persons" (as
defined in the Investment Company Act) of any party to the new management
agreement ("Independent Trustees"), cast in person at a meeting called for the
purpose of voting on such approval. The new management agreement may be
terminated at any time, on thirty (30) days written notice, without the payment
of any penalty, 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 Nashville Capital at any time, on ninety (90) days written notice,
without the payment of any penalty. The new management agreement will
automatically and immediately terminate in the event of an assignment (as
defined in Investment Company Act).
In connection with purchases or sales of portfolio securities for the
account of the Fund, Nashville Capital (or the Fund's adviser) will arrange for
the placing of all orders for the purchase and sale of portfolio securities with
brokers or dealers selected by Nashville Capital (or the Fund's adviser),
subject to review of these selections by the Board from time to time. Nashville
Capital (or the Fund's adviser) is responsible for the negotiation and
allocation of principal business and portfolio brokerage. In the selection of
such brokers or dealers and the placing of such orders, Nashville Capital (or
the adviser) must at all times seek for the Fund the best qualitative execution,
taking into account such factors as price (including the applicable brokerage
commission or dealer spread), the execution capability, financial responsibility
and responsiveness of the broker or dealer and the brokerage and research
services provided by the broker or dealer.
The liability provisions of the new management agreement are the same as
the current management agreement. The new management agreement provides that
Nashville Capital and its shareholders, members, officers, directors, employees,
agents, control persons or affiliates of any thereof shall not be liable for 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, the new management
agreement or any other matter to which the agreement relates, except by reason
of willful misfeasance, bad faith or gross negligence on the part of any such
persons in the performance of Nashville Capital's duties under the new
management agreement, or by reason of reckless disregard by any such persons of
Nashville Capital's obligations and duties under the new management agreement.
Nashville Capital retains the right to use the name "Monteagle" in
connection with another investment company or business enterprise with which
Nashville Capital is or may become associated. The Trust's right to use the name
"Monteagle" automatically ceases ninety (90) days after termination of the
Agreement and may be withdrawn by Nashville Capital on ninety (90) days written
notice.
The new management agreement for the Fund is attached as Exhibit A. You
should read the agreement. The description in this Proxy Statement of the
agreement is only a summary.
Information Concerning Nashville Capital Corporation
- ----------------------------------------------------
Nashville Capital is located at 209 10th Avenue South, Suite 332, Nashville
TN 37203, and is a registered investment management firm organized as a
Tennessee corporation in 1986. As of June 30, 2003, Nashville Capital managed
assets of approximately $70 million. Sydney and Larry Catlett are the
controlling shareholders of Nashville Capital. The names and principal
occupations of the current principal executive officers and directors of
Nashville Capital are set forth below. Unless otherwise indicated, the business
address of each director and officer is 209 10th Avenue South, Suite 332,
Nashville TN 37203.
- --------------------- ----------------------------------- ----------------------
Name Position with Nashville Capital Principal Occupation
- --------------------- ----------------------------------- ----------------------
- --------------------- ----------------------------------- ----------------------
Larry Catlett Managing Principal, Director Investment Advisor
- --------------------- ----------------------------------- ----------------------
- --------------------- ----------------------------------- ----------------------
Alec Dryden Principal, Director Administration
- --------------------- ----------------------------------- ----------------------
PROPOSAL II
APPROVAL OF NEW ADVISORY AGREEMENT BETWEEN
NASHVILLE CAPITAL CORPORATION AND NORTHSTAR CAPITAL MANAGEMENT, INC.
Subject to shareholder approval, Nashville Capital will enter into a new
investment advisory agreement with Northstar. Under the terms of the agreement,
subject always to the control of the Board of Trustees and Nashville Capital,
Northstar will be required to furnish continuously an investment program for the
Fund, 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 proposed new agreement, Northstar
will maintain books and records with respect to the securities transactions and
render to Nashville Capital such periodic and special reports as Nashville
Capital or the Trustees request. Northstar will pay all expenses incurred by it
in connection with its activities under the advisory agreement other than the
cost (including taxes and brokerage fees and commissions, if any) of securities
and investments purchased for the Fund. Pursuant to the new advisory agreement,
as compensation for Northstar's advisory services, Nashville Capital will pay
Northstar an annual fee, computed and accrued daily and paid monthly, of 0.50%
of net assets. Northstar has agreed to waive its annual fee until the earlier of
(a) the Fund reaching $10 million in assets at month end or (b) six months after
approval by shareholders of the new advisory agreement. Northstar agreed to this
waiver to offset some of the expenses that Nashville Capital will incur as a
result of the change in advisers.
Like the current advisory agreement with H&R, the new agreement permits
Northstar to accept research services from brokers in return for allocating Fund
brokerage transactions to the brokers. An explanation of the Fund's brokerage
policies is set forth in Section 3 of Exhibit B.
The new advisory 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, 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. The new agreement may
be terminated at any time, on thirty (30) 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 Northstar at any time, on ninety (90) days written notice, without
the payment of any penalty. The advisory agreement will automatically terminate
in the event of its assignment. The agreement requires Northstar to notify
Nashville Capital and the Trust of any change of control.
The new advisory agreement provides that Northstar 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 Northstar's reckless disregard of its obligations.
The new advisory agreement for the Fund is attached as Exhibit B. You
should read the agreement. The description in this Proxy Statement of the
advisory agreement is only a summary.
The Current Advisory Agreement
- ------------------------------
The current advisory agreement dated July 19, 2002 between Nashville
Capital and H&R with respect to the Fund was approved by the Board of Trustees
on June 19, 2002. The current advisory agreement was submitted to shareholders
of the Fund as a result of a change of control of H&R, and the shareholders
approved the current advisory agreement at a meeting held on July 19, 2002. The
current advisory agreement requires H&R to provide general investment advice and
guidance to Nashville Capital and the Fund, and to select and monitor of the
securities in the Fund's investment portfolio.
The current advisory agreement is materially identical to the proposed new
agreement, including with regard to payment of expenses, in that H&R pays all
expenses incurred by it in connection with its activities under the advisory
agreement other than the cost (including taxes and brokerage fees and
commissions, if any) of securities and investments purchased for the Fund. Like
the new advisory agreement, the current advisory agreement has an initial term
of two years and must be renewed annually thereafter.
For its services, H&R is entitled to receive an annual fee equal to 0.40%
of the Fund's 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 or greater. During the
most recent fiscal year ended August 31, 2002, Third Security Management Corp.
acquired a controlling interest in H&R, the Fund's current adviser. This
acquisition terminated H&R's agreement with Nashville Capital on December 26,
2001, and H&R was required to forgo its advisory fee for several months until
the current advisory agreement was approved by the Fund's shareholders. During
that period, Nashville Capital waived a portion of its fees in an amount equal
to H&R's fee. For the fiscal year ended August 31, 2002, Nashville Capital paid
H&R advisory fees of $12,119. If the agreement had not been terminated, H&R
would have received approximately $34,957. If the new fee structure described
above had been in effect for the most recent fiscal year ended August 31, 2002,
the aggregate fees paid to Northstar would have been approximately $43,697. This
would have represented a 260% increase in the fees actually paid to H&R, and a
25% increase in the fees that would have been paid to H&R if the agreement had
not been terminated.
Information Concerning Northstar Capital Management, Inc.
- ---------------------------------------------------------
Northstar is located at 4400 PGA Boulevard, Suite 600, Palm Beach Gardens,
Florida 33410 and is a registered investment management firm organized as a
Florida corporation. As of June 30, 2003, Northstar managed assets of
approximately $550 million. H. Kent Mergler, Stephen Mergler, Robert G. Jacobsen
and Peter V. Van Beuren are the controlling shareholders of Northstar. H. Kent
Mergler, CFA, CIC, president of Northstar, and Stephen K. Mergler, JD, vice
president of Northstar, are primarily responsible for the day-to-day management
of the Fund.
The names, addresses and principal occupations of the principal executive
officer and each director of Northstar are set forth below. Unless otherwise
indicated, the business address of each director and officer is 4400 PGA
Boulevard, Suite 600, Palm Beach Gardens, Florida 33410:
- ---------------------------- ----------------------------- ------------------------------
Name Position with Northstar Principal Occupation
- ---------------------------- ----------------------------- ------------------------------
- ---------------------------- ----------------------------- ------------------------------
H. Kent Mergler President, Director Northstar Representative
- ---------------------------- ----------------------------- ------------------------------
- ---------------------------- ----------------------------- ------------------------------
Stephen K. Mergler Vice President, Director Northstar Representative
- ---------------------------- ----------------------------- ------------------------------
- ---------------------------- ----------------------------- ------------------------------
Robert G. Jacobsen Senior Vice President, Northstar Representative
Director
- ---------------------------- ----------------------------- ------------------------------
- ---------------------------- ----------------------------- ------------------------------
Margaret R. Shea Vice President Northstar Representative
- ---------------------------- ----------------------------- ------------------------------
- ---------------------------- ----------------------------- ------------------------------
Peter V. Van Beuren Senior Vice President, Northstar Representative
Director
- ---------------------------- ----------------------------- ------------------------------
Northstar is the investment adviser to the Fremont Large Cap Growth Fund, a
mutual fund that has a similar investment objective as the Fund. As of August 1,
2003, the Fremont Large Cap Growth Fund had $19,097,351 in total net assets. For
its services, Northstar receives an annual fee equal to 0.50% of that Fund's net
assets up to $50 million, 0.40% on the next $150 million, 0.35% on the next $800
million, and 0.25% on the amount in excess of $1 billion. Northstar has not
agreed to waive or otherwise reduce its compensation for managing the assets of
the Fremont Large Cap Growth Fund.
PROPOSALS I & II
Evaluation By The Board Of Trustees.
- ------------------------------------
The Board has determined that efficiency of portfolio investment management
services can best be assured by approving a new management agreement and a new
advisory agreement. The Board believes that the new agreements will enable the
Fund to continue to obtain management and advisory services of high quality and
that the approval of the new agreements is in the best interests of the Trust
and the shareholders of the Fund.
At a meeting of the Board of Trustees held on July 21, 2003, the Board,
including the independent Trustees, evaluated the new management agreement with
Nashville Capital and the impact on the Fund of retaining Northstar as the
adviser of the Fund. The Board, including the independent Trustees, requested
and reviewed, with the assistance of legal counsel, materials furnished by
Nashville Capital and Northstar, including financial information, information
regarding the current personnel of Nashville Capital and Northstar, the
investment performance of Northstar's managed accounts, and Northstar's
arrangements with various brokers whereby Northstar receives research services
based on brokerage transactions placed with the broker.
At the meeting, Larry Catlett of Nashville Capital discussed with the Board
the reasons for the change in adviser. He stated that as the fund manager,
Nashville Capital monitors the fund's portfolio and performance. He explained
that after the acquisition of H&R by Third Security Management in late 2001 H&R
had, in the manager's opinion, adopted a more aggressive investment style. Mr.
Catlett indicated that this, along with the Fund's performance, had prompted the
search for a new adviser. He described the due diligence steps taken by
Nashville Capital prior to recommending Northstar. Mr. Catlett discussed the
process by which Northstar was selected, and specifically discussed the
personnel and investment style of Northstar. The Board discussed the fact that
the new advisory fee paid to Northstar will be a fixed fee, while the current
advisory fee paid to H&R includes break points, which will result in lower net
fees to Nashville Capital (as the Fund grows). Mr. Catlett indicated that
Nashville Capital was willing to accept this potential reduction in fees in
light of Northstar's past investment performance.
The Trustees reviewed and discussed reports comparing the performance and
expenses of the Fund to the performance and expenses of several other funds with
similar objectives and asset levels. The Independent Trustees met separately
with legal counsel.
Based on its review, the Board of Trustees believes that the terms of the
new agreements are fair to, and 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 agreements.
In making this recommendation, the Trustees primarily evaluated (i)
Nashville Capital's past performance as the investment manager of the Fund, (ii)
financial statements of Nashville Capital, (iii) the experience, reputation,
qualifications and background of Nashville Capital's personnel, (iv) the nature
and quality of operations and services that Nashville Capital will continue to
provide the Fund, (v) the benefits of continuity in services to be provided by
Nashville Capital under the new management agreement, (vi) the past performance
and experience of Northstar's investment personnel, (vii) Northstar's Balance
Sheet and Profit and Loss Statement, (viii) the past investment performance of
Northstar's managed accounts, (ix) Northstar's Code of Ethics, and (x) the
nature and quality of operations and services that it is anticipated Northstar
will provide the Fund.
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 Nashville Capital, and
(iv) that the terms of each proposed agreement (other than the fees) are
substantially identical to the terms of the previous agreement.
The Board then discussed the proposed fee increase for the adviser (and the
corresponding fee increase for the manager) and concluded that the increase was
reasonable in light of (i) Northstar's performance record, and (ii) the fact
that Nashville Capital pays all of the expenses of the Fund. The Trustees also
concluded that the fees, if considered for a new mutual fund, were reasonable.
After reviewing the financial information provided by Nashville Capital, the
Board concluded that Nashville Capital's financial condition appeared adequate
to satisfy its obligations under the new management agreement.
After discussing the backgrounds and qualifications of Northstar's
personnel, it was the consensus of the Board that Northstar is well positioned
to perform the daily advisory responsibilities with respect to the Fund. The
Board viewed as significant the fact that the management of the Fund and of
Nashville Capital recommended Northstar after considerable due diligence. It was
the consensus of the Trustees that Northstar and its portfolio managers are
likely to provide additional resources that will enhance the quality of advisory
services provided to the Fund, and that the overall fee increase to shareholders
of 0.10% annually would be of little consequence if the Funds' performance
improves significantly.
As a result of their considerations, the Trustees, including all of the
Independent Trustees, determined that the new agreements are in the best
interests of the Fund and the shareholders. Accordingly, the Board of Trustees
unanimously approved the new management agreement and the new advisory agreement
and voted to recommend them 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 AND THE PROPOSED ADVISORY AGREEMENT.
OPERATION OF THE FUND
The 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 Fund. Like
other mutual funds, the Trust retains various organizations to perform
specialized services. As described above, the Fund currently retains Nashville
Capital Corporation, 209 10th Avenue South, Suite 332, Nashville, TN 37203 as
the manager and, until shareholder approval of the above described proposals,
Howe & Rusling, Inc., 120 East Avenue, Rochester, New York 14604, currently
serves as the investment adviser. The Fund retains Unified Fund Services, Inc.
to manage the Fund's business affairs and provides the Fund with administrative
services, and to act as the Fund's transfer agent and fund accountant. The Trust
retains Unified Financial Securities, Inc. to act as the principal distributor
of the Fund's shares. Both Unified Fund Services, Inc. and Unified Financial
Securities, Inc. are located at 431 North Pennsylvania Street, Indianapolis,
Indiana 46204.
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 agreements between the Fund and
Nashville Capital and between Nashville Capital and Northstar 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) attending and voting in person at the meeting, (2)
submitting a duly executed proxy bearing a later date, or (3) submitting a
written notice to the President of the Trust revoking the proxy.
VOTING SECURITIES AND VOTING
The close of business on August 1, 2003 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 817,727.112 shares of
beneficial interest of the Large Cap 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 each proposed new agreement. As
defined in the Investment Company Act, a vote of the holders of a majority of
the outstanding shares of the 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 agreements, non-votes and
abstentions will have the same effect as a vote against each 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 Fund.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of the Record Date, FAMCO, P.O. Box 1148, Columbia, TN 38402, owned 100%
of the outstanding shares of the Fund and may be deemed to control the Fund. 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 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. Timothy Ashburn, President and Secretary, AmeriPrime Advisors
Trust, 431 North Pennsylvania Street, Indianapolis, Indiana 46204.
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 Nashville Capital.
As described earlier in this proxy statement, some of these costs will be borne
by Northstar as a result of its fee waiver. In addition to solicitation by mail,
it is anticipated that FAMCO will, at its expense, supply proxy materials to
some beneficial owners of shares of the Fund. Certain officers, employees and
agents of the Trust, Nashville Capital and Northstar 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 431 North Pennsylvania Street, Indianapolis, Indiana
46204.
BY ORDER OF THE BOARD OF TRUSTEES
TIMOTHY ASHBURN
President and Secretary
Dated: August 15, 2003
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
MANAGEMENT AGREEMENT
TO: Nashville Capital Corporation
209 10th Avenue South, Suite 332
Nashville TN 37203
Dear Sirs:
AmeriPrime Advisors Trust, an Ohio business trust (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 Monteagle Large Cap Fund (the "Fund").
You have been selected to act as the investment manager of the Fund and to
provide certain other services, as more fully set forth below, and you are
willing to act as such investment manager 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 Management
Agreement (this "Agreement").
1. Management Services
-------------------
You will provide or arrange to be provided to the Fund such investment
advice as you in your discretion deem advisable and will furnish or arrange to
be furnished a continuous investment program for the Fund consistent with the
Fund's investment objectives and policies. You will determine or arrange for
others to determine the securities to be purchased for the Fund, the portfolio
securities to be held or sold by the Fund and the portion of the Fund's assets
to be held uninvested, subject always to the Fund's investment objectives,
policies and restrictions, as each of the same shall be from time to time in
effect, and subject further to such policies and instructions as the Board of
Trustees of the Trust may from time to time establish. You may delegate any or
all of the responsibilities, rights or duties described above to one or more
advisers who shall enter into agreements with you, provided the agreements are
approved and ratified by the Board of Trustees including a majority of the
trustees who are not interested persons of you or of the Trust, cast in person
at a meeting called for the purpose of voting on such approval, and (if required
under interpretations of the Investment Company Act of 1940, as amended (the
"1940 Act"), by the Securities and Exchange Commission or its staff) by vote of
the holders of a majority of the outstanding voting securities of the Fund. Any
such delegation shall not relieve you from any liability hereunder.
You will also advise and assist the officers of the Trust in taking such
steps as are necessary or appropriate to carry out the decisions of the Board of
Trustees and the appropriate committees of the Board regarding the conduct of
the business of the Fund. You may delegate any of the responsibilities, rights
or duties described above to one or more persons, provided you notify the Trust
and agree that such delegation does not relieve you from any liability
hereunder.
2. Allocation of Charges and Expenses
----------------------------------
You will pay all operating expenses of the Fund, including the compensation
and expenses of any trustees, officers and employees of the Fund and of any
other persons rendering any services to the Fund including any adviser retained
pursuant to Paragraph 1 above; 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; 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); 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 that 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 Manager
---------------------------
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 following annual rates:
======================================================= =================
Assets Fees
- ------------------------------------------------------- -----------------
- ------------------------------------------------------- -----------------
Up to and including $25 million 1.35%
- ------------------------------------------------------- -----------------
- ------------------------------------------------------- -----------------
From $25 million up to and including $50 million 1.25%
- ------------------------------------------------------- -----------------
- ------------------------------------------------------- -----------------
From $50 million up to and including $100 million 1.10%
- ------------------------------------------------------- -----------------
- ------------------------------------------------------- -----------------
Over $100 million 1.00%
======================================================= =================
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 (or the advisers retained
pursuant to paragraph 1 above) 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 (or the advisers) 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 (or the advisers)
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 (or the advisers retained pursuant to Paragraph 1 above) should
generally seek favorable prices and commission rates that are reasonable in
relation to the benefits received. In seeking best qualitative execution, you
(or the advisers) are authorized to select brokers or dealers who also provide
brokerage and research services to the Fund and/or the other accounts over which
you exercise investment discretion. You (or the advisers) 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 (or the advisers) 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
(or the advisers') overall responsibilities with respect to the Fund and to
accounts over which you (or the advisers) exercise investment discretion. The
Fund and you (and the advisers) understand and acknowledge that, although the
information may be useful to the Fund and you (or the advisers), 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 (or the advisers) may give consideration to sales of shares
of the Fund as a factor in the selection of brokers and dealers to execute Fund
portfolio transactions.
Subject to the provisions of the 1940 Act, and other applicable law, you
(or the advisers retained pursuant to Paragraph 1 above), any of your (or the
advisers') affiliates or any affiliates of your (or the advisers') 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 (or the advisers) give any advice to clients
concerning the shares of the Fund, you (or the advisers) will act solely as
investment counsel for such client and not in any way on behalf of the Fund.
Your (and the advisers') services to the Fund pursuant to this Agreement are not
to be deemed to be exclusive and it is understood that you (or they) may render
investment advice, management and other services to others, including other
registered investment companies.
5. Limitation of Liability of Manager
----------------------------------
You may rely on information reasonably believed by you to be accurate and
reliable. Except as may otherwise be required by the 1940 Act or the rules
thereunder, neither you nor your shareholders, members, officers, directors,
employees, agents, control persons or affiliates of any thereof shall be subject
to any liability for, or any damages, expenses or losses incurred by the Trust
in connection with, any error of judgment, mistake of law, any act or omission
connected with or arising out of any services rendered under, or payments made
pursuant to, this Agreement or any other matter to which this Agreement relates,
except by reason of willful misfeasance, bad faith or gross negligence on the
part of any such persons in the performance of your duties under this Agreement,
or by reason of reckless disregard by any of such persons of your obligations
and duties under this Agreement.
Any person, even though also a director, officer, employee, member,
shareholder or agent of you, who may be or become an officer, director, trustee,
employee or agent of the Trust, shall be deemed, when rendering services to the
Trust or acting on any business of the Trust (other than services or business in
connection with your duties hereunder), to be rendering such services to or
acting solely for the Trust and not as a director, officer, employee, member,
shareholder or agent of you, or one under your control or direction, even though
paid by you.
6. Duration and Termination of this Agreement
------------------------------------------
This Agreement shall take effect on the date of its execution, and shall
remain in force for a period of two (2) years from the date of its execution,
and from year to year thereafter, subject to annual approval by (i) the Board,
or (ii) a vote of a majority of the outstanding voting securities of the Fund,
provided that in either event continuance is also approved by a majority of the
trustees who are not interested persons of you or the Trust, by a vote cast in
person at a meeting called for the purpose of voting such approval.
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 "Monteagle" or
any variation thereof belong to you, and that the Trust is being granted a
limited license to use such words in its Fund name or in any class name. In the
event you cease to be the manager to the Fund, 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 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 "Monteagle" in the name of, or in connection
with, any other business enterprises with which you are or may become
associated. There is no charge to the Trust for the right to use this name.
8. Amendment of this Agreement
---------------------------
No provision of this Agreement may be changed, waived, discharged or
terminated orally, and no amendment of this Agreement shall be effective until
approved by the Board, including a majority of the trustees who are not
interested persons of you or of the Trust, cast in person at a meeting called
for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the series to which the amendment relates.
9. Limitation of Liability to Trust Property
-----------------------------------------
The term "AmeriPrime Advisers Trust" means and refers to the Trustees from
time to time serving under the Trust's Declaration of Trust as the same may
subsequently thereto have been, or subsequently hereto be, amended. It is
expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the trustees and shareholders
of the Trust and signed by officers of the Trust, acting as such, and neither
such authorization by such trustees and shareholders nor such execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.
10. Severability
------------
In the event any provision of this Agreement is determined to be void or
unenforceable, such determination shall not affect the remainder of this
Agreement, which shall continue to be in force.
11. Questions of Interpretation
---------------------------
(a) This Agreement shall be governed by the laws of the State of Ohio.
(b) For the purpose of this Agreement, the terms "majority of the
outstanding voting securities," "control" and "interested person" shall
have their respective meanings as defined in the 1940 Act and rules and
regulations thereunder, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under the 1940 Act; and
the term "brokerage and research services" shall have the meaning given in
the Securities Exchange Act of 1934.
(c) Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the
United States courts or in the absence of any controlling decision of any
such court, by the Securities and Exchange Commission or its staff. In
addition, where the effect of a requirement of the 1940 Act, reflected in
any provision of this Agreement, is revised by rule, regulation, order or
interpretation of the Securities and Exchange Commission or its staff, such
provision shall be deemed to incorporate the effect of such rule,
regulation, order or interpretation.
12. Notices
--------
Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Trust is AmeriPrime
Advisers Trust, 431 Pennsylvania Street, Indianapolis, Indiana 46204, and your
address for this purpose shall be Nashville Capital Corporation, 209 10th Avenue
South, Suite 332, Nashville TN 37203.
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 Advisors Trust
ATTEST:
By: _________________________ By: _______________________________
Name/Title Timothy Ashburn, President
Dated: ___________, 2003
ACCEPTANCE:
The foregoing Agreement is hereby
accepted.
ATTEST: Nashville Capital Corporation
By: __________________________ By: _________________________________
Name/Title Larry Catlett, President
Dated: ___________, 2003
EXHIBIT B
ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT dated as of ________, 2003, between Nashville
Capital Corporation, a Tennessee corporation (the "Manager"), and Northstar
Capital Management, Inc., a Florida 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 _________________ (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 that it maintains for the Trust
are the property of the Trust and it will promptly surrender any of such records
to the Trust upon the Trust's request. The 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
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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 Manager may also withdraw
the right to the name 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
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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
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be duly given if mailed or delivered to the Adviser at 4400 PGA Boulevard, Suite
600, Palm Beach Gardens, Florida 33410, 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
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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
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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.
MANAGER: ADVISER:
NASHVILLE CAPITAL CORPORATION NORTHSTAR CAPITAL MANAGEMENT, INC.
By: _________________________ By:______________________________
Name:________________________ Name:____________________________
Title:_______________________ Title:___________________________
Exhibit
To
Investment Advisory Agreement
AmeriPrime Advisors Trust
For all services rendered by the Adviser hereunder with respect to the
above-named Fund, the Manager shall pay to the Adviser, and the Adviser agrees
to accept as full compensation for all services rendered hereunder, an annual
fee with respect to each Fund equal to the percentage of the average daily net
assets of the Fund set forth opposite its named below:
Fund Fee Percentage
- ---- --------------
Monteagle Large Cap Fund 0.50%
IN WITNESS WHEREOF, the parties hereto have caused this Exhibit to be
executed by their officers designated below as of the date set forth below.
MANAGER: ADVISER:
NASHVILLE CAPITAL CORPORATION NORTHSTAR CAPITAL MANAGEMENT, INC.
By:__________________________ By:______________________________
Name:________________________ Name:____________________________
Title:_______________________ Title:___________________________
PROXY
MONTEAGLE LARGE CAP FUND
SPECIAL MEETING OF SHAREHOLDERS
August 29, 2003
The undersigned shareholder of the Monteagle Large Cap Fund (the "Fund"), a
series of AmeriPrime Advisors Trust (the "Trust"), hereby nominates, constitutes
and appoints Carol J. Highsmith and Anthony J. Ghoston, 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 431 North
Pennsylvania Street, Indianapolis, Indiana 46204, on August 29, 2003 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 Investment Management Agreement between the Fund and
Nashville Capital Corporation
|_| FOR |_| AGAINST |_| ABSTAIN
Approval of a new Advisory Agreement between Nashville Capital Corporation
and Northstar Capital Management, Inc.
|_| FOR |_| AGAINST |_| ABSTAIN
The Board of Trustees recommends a vote "FOR" the above proposals. 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 _______ ___, 2003
(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.