SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
AMERIPRIME ADVISORS TRUST
(Name of Registrant as Specified in Its Charter)
__________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
______________________________________________________________
2) Aggregate number of securities to which transaction applies:
______________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
______________________________________________________________
4) Proposed maximum aggregate value of transaction:
____________________________________________________________
5) Total fee paid:
____________________________________________________________
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
____________________________________________________________________
2) Form, Schedule or Registration Statement No.:
____________________________________________________________________
3) Filing Party:
____________________________________________________________________
4) Date Filed:
____________________________________________________________________
INSTITUTIONAL SHORT-TERM GOVERNMENT BOND FUND (THE CORE FUND)
431 NORTH PENNSYLVANIA STREET
INDIANAPOLIS, INDIANA 46204
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY __, 2005
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 Institutional Short-Term Government Bond Fund
(The Core Fund) series of the Trust, to be held at the principal executive
offices of the Trust, 431 North Pennsylvania Street, Indianapolis, Indiana
46204, on January __, 2005 at 10:00 a.m., Eastern time, for the following
purpose:
1. To approve an Agreement and Plan of Reorganization
under which the Institutional Short-Term Government
Bond Fund (The Core Fund) would merge with and into
The Core Fund, a series of WY Funds, in a tax-free
reorganization.
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 January __, 2005 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
Freddie Jacobs, Jr., Secretary
January __, 2005
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE 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.
1
INSTITUTIONAL SHORT-TERM GOVERNMENT
BOND FUND (The Core Fund)
431 NORTH PENNSYLVANIA STREET
INDIANAPOLIS, INDIANA 46204
PROXY STATEMENT
___________
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY __, 2005
______________
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 Institutional Short-Term Government Bond Fund (The Core Fund)
for use at the Special Meeting of Shareholders of the Fund (the "Meeting") to be
held at the principal executive offices of the Trust, 431 North Pennsylvania
Street, Indianapolis, Indiana 46204, on January __, 2005 at 10:00 a.m., Eastern
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 January __, 2005.
A COPY OF THE MOST RECENT ANNUAL REPORT AND THE MOST RECENT
SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, INCLUDING FINANCIAL STATEMENTS
AND SCHEDULES, OF THE INSTITUTIONAL SHORT-TERM GOVERNMENT BOND FUND (THE CORE
FUND) IS AVAILABLE AT NO CHARGE BY SENDING A WRITTEN REQUEST TO AMERIPRIME
ADVISORS TRUST AT 431 NORTH PENNSYLVANIA STREET, INDIANAPOLIS, INDIANA 46204 OR
BY CALLING THE FUND AT 877-411-1167.
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PROPOSAL
APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION UNDER WHICH THE
INSTITUTIONAL SHORT-TERM GOVERNMENT BOND FUND (THE CORE FUND) WOULD MERGE WITH
AND INTO THE CORE FUND IN A TAX-FREE REORGANIZATION.
At a meeting held on December 13, 2004, the Board of Trustees of the
Trust, including a majority to the Trustees who are not "interested persons" of
the Trust (the "Independent Trustees") as that term is defined in the Investment
Company Act of 1940 (the "1940 Act"), considered and unanimously approved an
Agreement and Plan of Reorganization dated ______, 2005 (the "Plan of
Reorganization"), a copy of which is attached to this proxy statement as Exhibit
A. Under the Plan of Reorganization, the Institutional Short-Term Government
Bond Fund (The Core Fund) (the "Government Bond Fund"), a series of the Trust,
will assign all of its assets and liabilities to The Core Fund, a series of WY
Funds, in exchange for a number of Core Fund Shares equivalent in number and
value to shares of the Government Bond Fund outstanding immediately prior to the
Closing Date (as defined below), followed by a distribution of those shares to
Government Bond Fund shareholders so that each Government Bond Fund shareholder
would receive shares of The Core Fund equivalent to the number of Government
Bond Fund shares held by such shareholder on February __, 2005 (the "Closing
Date") (this transaction is referred to as the "Reorganization"). The Trust is
an open-end investment company registered with the United States Securities and
Exchange Commission (the "SEC"). WY Funds is a newly organized open-end
investment company that currently is being registered with the SEC.
If the Reorganization is approved and implemented, shareholders of the
Government Bond Fund will become shareholders of The Core Fund. The Core Fund's
investment objective is identical to, and its principal investment strategies
are substantially similar to, the investment objective and principal investment
strategies of the Government Bond Fund. In addition, the current investment
adviser to the Government Bond Fund will continue as the investment adviser to
The Core Fund. However, there are some differences between the funds. The Core
Fund will employ an administrator, a transfer agent, and a distributor that is
different than the administrator, transfer and distributor utilized by the
Government Bond Fund. In addition, none of the members of the Board of Trustees
of the Trust will serve on the Board of Trustees of The Core Fund. A comparison
of the two funds is provided below.
Reasons for the Reorganization
______________________________
Wertz York Capital Management Group, LLC ("Wertz York"), the current
investment adviser to the Government Bond Fund and the investment adviser to The
Core Fund, proposed the Reorganization. The primary reason for the
Reorganization is to provide shareholders with a board of trustees that will
focus solely on The Core Fund. The Government Bond Fund invests in fixed income
securities and is sold to institutional investors, most of whom are Florida
governmental entities. Because of the particular market that it serves, Wertz
York believes that the Government Bond Fund can be more effectively marketed if
is supervised by a Board of Trustees that is familiar with Florida's public
finance environment. As a result, Wertz York believes that it is in the
long-term best interests of the Government Bond Fund and its shareholders for
the Government Bond Fund to reorganize as The Core Fund, the sole series of WY
Funds, which will be supervised by a board of trustees that is familiar with
Florida's public finance environment.
At a meeting on December 13, 2004, based on representations of Wertz
York, the Board of Trustees of the Trust, including all of the Independent
Trustees, unanimously approved the Plan of Reorganization. Based on information
requested by the Board and provided by Wertz York, including a draft prospectus
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for The Core Fund and a draft proxy statement, the Trustees compared the
investment objectives and principal strategies of The Core Fund and the
Government Bond Fund. The Board noted that that unlike the Government Bond Fund,
The Core Fund is not required to invest at least 80% of its assets (defined as
net assets plus the amount of any borrowing for investment purposes) in
government bonds. The Board also noted that there were minor differences between
the Funds with respect to the manner in which bonds were selected for
investment. After reviewing the draft proxy statement and prospectus, the
Trustees concluded that The Core Fund's investment objective is identical to the
investment objective of the Government Bond Fund and that there were no material
differences in the principal investment strategies of the two Funds.
Additionally, the Board noted that Wertz York, the investment adviser
for The Core Fund, is the current investment adviser to the Government Bond Fund
and that the management agreement between WY and Wertz York is not materially
different from the agreement currently in place between the Trust and Wertz
York.. The Board also noted that annual fund operating expenses would remain
unchanged because Wertz York has agreed to waive fees and/or reimburse expenses
to the extent necessary to maintain The Core Fund's total operating expenses
(excluding brokerage costs; borrowing costs, such as (a) interest and (b)
dividends on securities sold short; taxes; and extraordinary expenses) at 0.50%
of its average daily net assets through April 30, 2006.
The Board also considered the cost and tax consequences of the
Reorganization. The Board noted that Wertz York has agreed to bear the expenses
associated with the Reorganization and that there are not anticipated to be any
material direct or indirect expenses to be borne by the Government Bond Fund or
its shareholders. In addition, the Board considered the fact that the
Reorganization is intended to be a tax-free reorganization for federal income
tax purposes, that there will be no direct or indirect federal income tax
consequences of the Reorganization to the Government Bond Fund or its
shareholders, and that the Funds will receive a legal opinion to that effect
prior to the Reorganization.
Based on the factors discussed above, the Board of Trustees of the
Trust, including a majority of the of the Independent Trustees, unanimously
determined that the Reorganization is in the best interests of the Government
Bond Fund, that the terms of the Agreement and Plan of Reorganization are fair
and reasonable, and that the interests of shareholders of the Government Bond
Fund will not be diluted as a result of the Reorganization.
Comparison of the Investment Objectives, Principal
Investment Strategies and Risks of Investing in the Funds
__________________________________________________________
This section will help you compare the investment objectives and
principal investment strategies of the Government Bond Fund and The Core Fund.
However, it is only a brief discussion and is qualified in its entirety by the
respective investment objectives, principal investment strategies and risks
sections of the Government Bond Fund prospectus dated May 1, 2004 and The Core
Fund prospectus.
INVESTMENT OBJECTIVES.
The investment objectives of the Government Bond Fund and The Core Fund
(each a "Fund" and collectively, the "Funds") are identical. The investment
objective of each Fund is to seek a high level of income over the long-term
consistent with the preservation of capital.
PRINCIPAL INVESTMENT STRATEGIES.
The principal investment strategies of the Funds are substantially
similar.
4
The Government Bond Fund seeks to achieve its investment objective by
investing primarily in short-term government bonds. Government bonds include
securities issued or guaranteed by the U.S. government, as well as securities
issued by its agencies or instrumentalities, such as Federal Home Loan Bank
securities. The Fund invests in investment grade securities that the Fund's
adviser believes offer attractive yields and are undervalued relative to other
securities of similar credit quality and interest rate sensitivity. Based on
these criteria, the adviser expects that a significant portion of the Fund's
portfolio will consist of mortgage-backed securities such as Federal Home Loan
Mortgage Corporation (Freddie Mac) and Federal National Mortgage Association
(Fannie Mae) certificates. Under normal circumstances, the Fund's portfolio will
have a dollar-weighted average maturity of no more than 3 years and at least 80%
of the Fund's assets (defined as net assets plus the amount of any borrowing for
investment purposes) will be invested in government bonds.
The Core Fund seeks to achieve its investment objective by investing
primarily in short-term government bonds. Government bonds include securities
issued or guaranteed by the U.S. government, as well as securities issued by its
agencies or instrumentalities, such as Federal Home Loan Bank securities. Bonds
are purchased based on how well each bond's yield and duration characteristics
contribute to the Fund's total risk and return. The adviser expects that up to
20% of the Fund's portfolio may consist of mortgage-backed securities such as
Federal Home Loan Mortgage Corporation (Freddie Mac) and Federal National
Mortgage Association (Fannie Mae) certificates. Under normal circumstances, the
Fund's portfolio will have a dollar-weighted average maturity of no more than 3
years.
The primary difference between the Government Bond Fund and The Core
Fund is that the Government Bond Fund must invest at least 80% of its assets
(defined as net assets plus the amount of any borrowing for investment purposes)
in government bonds. The Core Fund is not subject to this requirement.
RISK FACTORS.
Because the Funds have identical investment objectives and pursue
substantially similar investment strategies, investments in the Funds are
subject to the same risks. You may lose money on your investment in either Fund.
The value of Fund shares may go up or down, sometimes rapidly and unpredictably.
Market conditions, the financial condition of issuers, investment strategies,
portfolio management and other factors affect the volatility of the Funds'
shares. An investment in either Fund is not a deposit of any bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. The following summarizes the principal risks of investing in
each Fund:
Credit Risk
___________
Credit Risk is the risk that the issuer of a fixed income security may
not be able to make interest and principal payments when due. Generally, the
lower the credit rating of a security, the greater the risk that the issuer will
default on its obligation.
Government Risk
_______________
The U. S. government's guarantee of ultimate payment of principal and
timely payment of interest on certain U. S. government securities owned by the
Fund does not imply that the Fund's shares are guaranteed or that the price
of the Fund's shares will not fluctuate. In addition, securities issued by
Freddie Mac, Fannie Mae and Federal Home Loan Banks are not obligations of, or
insured by, the U.S. government.
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If a U.S. government agency or instrumentality in which the Fund invests
defaults and the U.S. government does not stand behind the obligation, the
Fund's share price or yield could fall.
Market Risk
___________
Market Risk is the risk that the bond market may decrease in value,
including the risk that the bond market may decrease in value sharply and
unpredictably. These fluctuations may cause a security to be worth less than the
price originally paid for it or less than it was worth at an earlier time.
Selection Risk
_______________
Selection risk is the risk that the securities selected by the adviser
may underperform the bond market or mutual funds with similar investment
objectives and strategies.
Interest Rate Risk
__________________
Interest rate risk is the risk that the value of your investment may
decrease when interest rates rise. Interest rate risk may effect the Funds'
investments in mortgage-backed securities because when interest rates rise the
maturities of these types of securities tend to lengthen, and the value of these
securities may decrease more significantly.
Prepayment Risk
_______________
Prepayment risk is the risk that the value of the mortgage-backed
securities held by the Fund may go down as a result of changes in prepayment
rates on the underlying mortgages. During periods of declining interest rates,
prepayment of loans underlying mortgage-backed securities usually accelerates.
Prepayment may shorten the effective maturities of these securities, and the
Fund may have to reinvest at a lower interest rate.
Specific Maturity Risk
______________________
Specific maturity risk is the risk that the specific maturities in
which the Fund invests may fall in value more than other maturities. Generally,
a portfolio of bonds with a longer effective maturity will fluctuate more than a
portfolio of bonds with a shorter effective maturity.
Turnover Risk
_____________
Turnover risk is the risk that a Fund's high portfolio turnover may
negatively effect performance. Each Fund's investment strategy involves active
trading and will result in a high portfolio turnover rate. High portfolio
turnover can result in correspondingly greater brokerage commission expenses.
High portfolio turnover may result in the distribution to shareholders of
additional capital gains for tax purposes, some of which may be taxable at
ordinary income rates.
INVESTMENT RESTRICTIONS.
Each Fund has adopted identical fundamental investment restrictions.
Fundamental investment restrictions may not be changed without the affirmative
vote of a majority of the outstanding shares of the Fund. Other investment
practices, which may be changed by the Board of Trustees without the approval
of shareholders to the extent permitted by applicable law, regulation or
regulatory policy, are considered non-fundamental. Each Fund has virtually
identical non-fundamental investment restrictions.
6
The only difference is that the Government Bond Fund has a non-fundamental
policy requiring that it invest at least 80% of its assets (defined as net
assets plus the amount of any borrowing for investment purposes) in government
bonds. In contrast, The Core Fund is not subject to any limitation on the
percentage of its assets that may be invested in securities other than
government bonds.
Comparison of Fee and Expenses
_______________________________
The Reorganization will not result in a change in shareholder fees and
expenses. The Annual Fund Operating Expenses tables and Examples shown below
are based on fees and expenses in effect for the period commencing ___________.
Institutional
Short-Term Government
Bond Fund The Core Fund
_________ _____________
SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases None None
Maximum Deferred Sales Charge (Load) None None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends None None
and other Distributions
Redemption Fee None1 None1
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
Management Fee 1.00% 1.00%
Distribution (12b-1) Fees None None
Other Expenses 0.00% 0.00%
Total Annual Fund Operating Expenses 1.00% 1.00%2
Expense Reimbursement 0.50%3 0.50%4
Net Expenses (after expense reimbursement) 0.50% 0.50%
1A wire transfer fee of $15 may be charged to defray custodial charges for
redemptions paid by wire transfer. This fee currently is waived.
2Because The Core Fund is new, expense information is based on estimated amounts
for the current fiscal year.
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3The adviser has contractually agreed to waive fees and/or reimburse expenses
but, only to the extent necessary to maintain the Fund's total annual operating
expenses (excluding brokerage costs; borrowing costs, such as (a) interest and
(b) dividends on securities sold short; taxes; and extraordinary expenses) at
0.50% of its average daily net assets through April 30, 2005.
4The adviser has contractually agreed to waive fees and/or reimburse expenses
but, only to the extent necessary to maintain the Fund's total annual operating
expenses (excluding brokerage costs; borrowing costs, such as (a) interest and
(b) dividends on securities sold short; taxes; and extraordinary expenses) at
0.50% of its average daily net assets through April 30, 2006.
Example:
_______
The Example is intended to help you compare the cost of investing in
the Government Bond Fund with the cost of investing in The Core Fund.
The Example assumes that you invest $10,000 in each 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 each Fund's operating expenses
remain the same (except for fee waiver and/or expense reimbursement reflected in
the first year). Although your actual costs may be higher or lower, based on
these assumptions your costs would be:
Fund 1 Year 3 Years 5 Years 10 Years
_____ ______ ________ _______ ________
Institutional Short-Term Government Bond Fund $51 $269 $504 $1,179
The Core Fund1 $51 $269 $504 $1,179
1Because The Core Fund is new, the Example is based on estimated amounts.
Federal Income Tax Consequences
_______________________________
The Reorganization is intended to qualify for Federal income tax
purposes as a tax-free reorganization within the meaning of Section 368(a) of
the Internal Revenue Code of 1986, as amended. No gain or loss will be
recognized as a consequences of the Reorganization by the Government Bond Fund
or The Core Fund (except to the extent that such assets consist of contracts
described in section 1256 of the Code), nor will a gain or loss will be
recognized by the shareholders of the Government Bond Fund as a result of the
Fund's distribution of Core Fund shares to such shareholders in exchange for
such shareholder's Government Bond Fund shares. In addition, a shareholder's tax
basis for shares held in the Government Bond Fund will carryover to the shares
of The Core Fund acquired in the Reorganization, and the holding period for
shares held as a capital asset also will carryover to The Core Fund shares
received in the Reorganization. As a condition to the Closing Date, each Fund
shall have received a legal opinion from Thompson Hine LLP to the effect that
the Reorganization will qualify as a tax-free reorganization with the foregoing
tax consequences. That opinion will be based upon certain representations and
warranties made by the Trust and WY Funds and certifications received from each
of the Funds.
Immediately prior to the Closing Date, the Government Bond Fund shall
have declared and paid a distribution or distributions that, together with all
previous distributions, shall have the effect of distributing to its
shareholders: (i) all of its investment company taxable income and all of its
net realized capital gains, if any, for the period from the close of its last
fiscal year to 4:00 p.m. Eastern Time on the Closing Date, and (ii) any
undistributed investment company taxable income and net realized capital gains
from any period to the extent not otherwise already distributed.
You should consult your tax advisor regarding the effect, if any, of
the proposed Reorganization in light of your individual circumstances. Since the
8
foregoing discussion relates only to the Federal income tax consequences of the
Reorganization, you should also consult your tax adviser as to state and local
tax consequences, if any, of the Reorganization.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE GOVERNMENT BOND
FUND APPROVE THE REORGANIZTION
THE ADVISER
Wertz York currently is the investment adviser to the Government Bond
Fund and will serve as the investment adviser to The Core Fund. As the
investment adviser, Wertz York makes the day-to-day investment decisions for the
Funds. Wertz York is located at 3434 Colwell Avenue, Suite 100, Tampa, Florida
33614. As of December 31, 2004, Wertz York managed approximately $_____ million
in assets.
Mitchell P. York, CFA, and M. Brent Wertz, MBA are the portfolio
managers of the Government Bond Fund. Following the Reorganization, Messrs. York
and Wertz will advise The Core Fund. Mr. York has been a member of the Wertz
York since he co-founded the firm in May 2000. For the five years prior to the
founding of the firm, Mr. York worked as an investment advisor and professional
money manager, with the last three years primarily focused on advising and
managing portfolios for municipalities. Mr. York earned a Chartered Financial
Analyst (CFA) designation in 1999 and is a member of the Association for
Investment Management and Research (AIMR) and the Financial Analyst Society of
Tampa Bay (FASTB). He was an Investment Advisor Representative of Benton
Financial Group, Inc. from March 1997 through June 2000. From January 1992
through March 1997, he served as a Research Economist with the Center for
Transportation Research at the University of South Florida. Mr. York earned an
MA in Economics in 1993 and a BBA in Finance in 1990.
Mr. Wertz also has been a member of Wertz York since he co-founded the
firm in May 2000. Prior to co-founding the adviser in 2000, Mr. Wertz advised
and managed portfolios as an Investment Advisor Representative of Benton
Financial Group, Inc. from November 1999 through June 2000. From February 1996
through April 2000, Mr. Wertz raised capital for municipalities as a consultant
with Rizzetta & Co., a real estate consulting firm. Mr. Wertz is a member of the
Association for Investment Management and Research (AIMR) and the Financial
Analyst Society of Tampa Bay (FASTB). Mr. Wertz earned an MBA in 1998 and a BA
in Economics and Business in 1991.
The Government Bond Fund currently pays Wertz York a fee equal to 1.00%
of its average daily net assets. The Core Fund will pay Wertz York the same
amount following the Reorganization. Wertz York pays all of the operating
expenses of the Government Bond Fund, and will pay all the operating expenses of
The Core Fund, except brokerage fees and commissions, taxes, borrowing costs
(such as interest and dividend expense of securities sold short), fees and
expenses of non-interested person Trustees, extraordinary expenses and
distribution-related expenses incurred pursuant to Rule 12b-1 under the
Investment Company Act of 1940, if any. In addition, York Wertz has
contractually agreed to waive fees and/or reimburse expenses, but only to the
extent necessary to maintain The Core Fund's total annual operating expenses
(excluding brokerage costs; borrowing costs, such as (a) interest and (b)
dividends on securities sold short; taxes; and extraordinary expenses) at 0.50%
of its average daily net assets through April 30, 2006. Wertz York made the same
commitment to the Government Bond Fund through April 30, 2005.
Wertz York (not the Fund) may pay certain financial institutions (which
may include banks, brokers, securities dealers and other industry professionals)
a fee for providing distribution related services and/or for performing certain
9
administrative servicing functions for Fund shareholders to the extent these
institutions are allowed to do so by applicable statute, rule or regulation. The
Fund may from time to time purchase securities issued by financial institutions
that provide such services; however, in selecting investments for the Fund, no
preference will be shown for such securities.
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 Agreement and Plan of Reorganization 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 January [], 2005 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 [ ] shares of
beneficial interest of the Government Bond 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 Government Bond Fund at the Meeting.
An affirmative vote of the holders of a majority of the outstanding
shares of the Government Bond Fund is required for the approval of the proposed
Agreement and Plan of Reorganization. As defined in the Investment Company Act,
a vote of the holders of a majority of the outstanding shares of a fund means
the vote of (1) 67% or more of the voting shares of the fund present at the
Meeting, if the holders of more than 50% of the outstanding shares of the fund
are present in person or represented by proxy, or (2) more than 50% of the
outstanding voting shares of the fund, whichever is less.
Broker non-votes and abstentions will be considered present for
purposes of determining the existence of a quorum and the number of shares of
the Government Bond Fund represented at the meeting, but they are not
affirmative votes for any proposal. As a result, with respect to approval of the
proposed management agreement, non-votes and abstentions will have the same
effect as a vote against the proposal because the required vote is a percentage
of the shares present or outstanding.
SECURITY OWNERSHIP OF MANAGEMENT
As of the Record Date, the Trustees and officers of the Trust
beneficially owned no shares of the Fund.
10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of the Record Date, [_] was the record owner of [__%] of the
outstanding shares of the Fund.
As of the Record Date, 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 Government Bond 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. Freddie Jacobs, Jr., Secretary, AmeriPrime Advisors Trust, 431
North Pennsylvania Street, Indianapolis, Indiana 46204.
AFFILIATED BROKERS
For fiscal year ended December 31, 2004, the Trust [did not] pay
brokerage commissions to affiliated brokers.
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
Wertz York. In addition to solicitation by mail, the Trust will request banks,
brokers and other custodial nominees and fiduciaries to supply proxy materials
to the beneficial owners of shares of the Fund of whom they have knowledge, and
Wertz York will reimburse them for their expenses in so doing. Certain officers,
employees and agents of the Trust and Wertz York 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.
11
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 877-411-1167, or write the
Trust's transfer agent, Unified Fund Services, Inc., at 431 North Pennsylvania
Street, Indianapolis, Indiana 46204.
BY ORDER OF THE BOARD OF TRUSTEES
Freddie Jacobs, Jr.
Secretary
January [], 2005
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED REPLY ENVELOPE.
12
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated as of August 30, 2004 (the
"Agreement"), by and between AmeriPrime Advisors Trust, an Ohio business trust
("AmeriPrime") and WY Funds, an Ohio business trust.
WHEREAS, each of AmeriPrime and Unified Trust is an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, AmeriPrime proposes to merge the Institutional Short-Term
Government Bond Fund series ("Acquired Fund") into The Core Fund, a series of WY
Funds (the "Core Fund");
WHEREAS, the parties desire to change the form of organization of the
Acquired Fund from one of many series of AmeriPrime to the only series of WY
Funds, it being anticipated that the merger will accomplish the business purpose
of providing long-term benefits to the Acquired Fund's shareholders, all of whom
are Florida governmental entities, by providing them supervision from a Board of
Trustees that is familiar with Florida's public finance environment;
WHEREAS, each of the Acquired Fund and the Core Fund share the same
investment adviser and may be deemed to be affiliated parties;
WHEREAS, each of the Acquired Fund and the Core Fund may merge in
reliance on Rule 17a-8 of the 1940 Act, provided that the conditions set forth
in such rule are met;
WHEREAS, the Board of Trustees of each of AmeriPrime and WY Funds,
including a majority of the trustees who are not "interested persons" of such
trust (as defined in the 1940 Act), have determined that the merger is in the
best interests of the Acquired Fund and the Core Fund and will not dilute the
interests of such funds' shareholders;
WHEREAS, the parties intend that all agreements, representations,
actions and obligations described herein made or undertaken by a fund are made
and shall be taken or undertaken by AmeriPrime on behalf of the Acquired Fund,
or WY Funds on behalf of the Core Fund, as appropriate. Similarly, the parties
intend, if context requires, that all agreements, representations, actions and
obligations described herein made or undertaken by AmeriPrime or WY Funds are
made and shall be taken by AmeriPrime on behalf of the Acquired Fund, or Unified
Trust on behalf of the Core Fund, as appropriate;
WHEREAS, each of the following conditions will be met: (1) the Acquired
Fund's investment policies, including the policies that, under the 1940 Act
could not be changed without a vote of a majority of the Acquired Fund's
outstanding voting securities, will be the same as the Core Fund's; (2) the Core
Fund's advisory contract will not be materially different from that of the
Acquired Fund; and (3) after the merger, the Core Fund will not be authorized to
pay charges under a plan that provides for use of fund assets for distribution
that are greater than charges authorized to be paid by the Acquired Fund under
such a plan; and
WHEREAS, provided that the conditions set forth above have been met,
the Acquired Fund shall be permitted to merge with and into the Core Fund
following shareholder approval as set forth in Rule 17a-8 of the 1940 Act.
NOW, THEREFORE, in consideration of the mutual promises herein
contained and intending to be legally bound hereby, the parties hereto agree to
effect the transfer of all of the assets of the Acquired Fund to the Core Fund,
solely in exchange for the assumption by the Core Fund of all of the liabilities
of the Acquired Fund, and shares of beneficial interest of the Core Fund ("Core
Fund Shares") followed by the distribution, at the Effective Time (as defined in
Section 12 of this Agreement), of such Core Fund Shares to the holders of shares
of the Acquired Fund ("Acquired Fund Shares") on the terms and conditions
hereinafter set forth in liquidation of the Acquired Fund.
The parties hereto covenant and agree as follows:
1. PLAN OF REORGANIZATION. At the Effective Time, the Acquired Fund
will assign, deliver and otherwise transfer all of its assets described in
paragraph 2(a) ("Assets"), and assign all of the Acquired Fund's liabilities
described in paragraph 2(b) ("Liabilities") to the Core Fund, and the Core Fund
shall acquire all Assets, and shall assume all Liabilities of the Acquired Fund,
in exchange for delivery to the Acquired Fund by the Core Fund of a number of
Core Fund Shares (both full and fractional) equivalent in number and value to
the Acquired Fund Shares outstanding immediately prior to the Effective Time.
Shareholders of record of Acquired Fund Shares at the Effective Time will be
credited with full and fractional Core Fund Shares. The Assets and Liabilities
of the Acquired Fund shall be exclusively assigned to and assumed by the Core
Fund. All Liabilities of the Acquired Fund shall, after the Effective Time,
attach to the Core Fund and may be enforced against the Core Fund to the same
extent as if the same had been incurred by the Core Fund. The events outlined in
this Section 1 are the "Reorganization."
2. TRANSFER OF ASSETS.
(a) The Assets of the Acquired Fund to be acquired by the Core
Fund and allocated thereto shall include, without limitation, all the assets and
property that the Acquired Fund owns (including all cash, cash equivalents,
securities, receivables (including interest and dividends receivable), as well
as any claims or rights of action or rights to register shares under applicable
securities laws, any books or records of the Acquired Fund) at the Effective
Time.
(b) The Liabilities of the Acquired Fund to be assumed by the
Core Fund and allocated thereto shall include, without limitation, all of the
Acquired Fund's debts, liabilities, obligations and duties of whatever kind or
nature, whether absolute, accrued, contingent or otherwise, and whether or not
determinable at the Effective Time.
(c) The Acquired Fund shall direct The Huntington National
Bank, as custodian for the Acquired Fund (the "Custodian"), to deliver, at or
prior to the Effective Time, a certificate of an authorized officer stating
that: (i) all Assets have been delivered in proper form to the Core Fund at the
Effective Time, and (ii) all necessary taxes in connection with the delivery of
the Assets, including all applicable federal and state stock transfer stamps, if
any, have been paid or provision for payment has been made. The Acquired Fund's
portfolio securities represented by a certificate or other written instrument
shall be presented for examination by the Custodian to Wachovia Bank, N.A., the
custodian for the Core Fund no later than the Effective Time, and shall be
transferred and delivered by the Acquired Fund
as of the Effective Time for the account of the Core Fund duly endorsed in
proper form for transfer in such condition as to constitute good delivery
thereof. The Custodian shall deliver as of the Effective Time by book entry, in
accordance with the Custodian's customary practices, the Acquired Fund's Assets
deposited with the Custodian. The cash to be transferred by each Acquired Fund
shall be delivered by wire transfer of federal funds prior to or as of the
Effective Time.
(d) The Acquired Fund shall direct Unified Fund Services, Inc.
(the "Transfer Agent"), on behalf of the Acquired Fund, to deliver prior to or
as of the Effective Time a certificate of an authorized officer stating that its
records contain the names and addresses of the Acquired Fund's shareholders and
the number and percentage ownership of outstanding shares owned by each
shareholder immediately prior to the Effective Time. The Core Fund shall cause
Citco Mutual Fund Services, Inc., the Transfer Agent for the Core Fund to issue
and deliver a confirmation evidencing the Core Fund Shares to be credited at the
Effective Time to the Secretary of the Acquired Fund, or provide evidence
satisfactory to the Acquired Fund that the Core Fund Shares have been credited
to the Acquired Fund's account on the books of the Core Fund. No later than the
Effective Time each party shall deliver to the other such bills of sale, checks,
assignments, share certificates, if any, receipts or other documents as such
other party or its counsel may reasonably request.
3. CALCULATIONS.
(a) The number of Core Fund Shares issued to the Acquired Fund
pursuant to Section 1 hereof will be the number of issued and outstanding
Acquired Fund Shares of the Acquired Fund at the Valuation Time (as hereinafter
defined).
(b) The net asset value of the Core Fund Shares shall be the
net asset value of the shares of the Acquired Fund at the Valuation Time. The
net asset value of the Acquired Fund's Shares shall be computed at the Valuation
Time in the manner set forth in the Acquired Fund's then current prospectus
under the Securities Act of 1933 (the "1933 Act").
4. VALUATION OF ASSETS. The value of the Assets of the Acquired Fund
shall be the value of such Assets computed as of the time at which the Acquired
Fund's net asset value is calculated at the Valuation Time. The net asset value
of the Assets of the Acquired Fund to be transferred to the Core Fund shall be
computed by the Transfer Agent (and shall be subject to adjustment by the
amount, if any, agreed to by the Acquired Fund and the Core Fund). In
determining the value of the securities transferred by the Acquired Fund to the
Core Fund, each security shall be priced in accordance with the pricing policies
and procedures of the Acquired Fund as described in its then current prospectus
and statement of additional information. For such purposes, price quotations and
the security characteristics relating to establishing such quotations shall be
determined by AmeriPrime's Board of Trustees, provided that such determination
shall be subject to the approval of WY Funds. The Acquired Fund and the Core
Fund agree to use all commercially reasonable efforts to resolve, prior to the
Valuation Time, any material pricing differences between the prices of portfolio
securities determined in accordance with the pricing policies and procedures of
the Core Fund and those determined in accordance with the pricing policies and
procedures of the Acquired Fund.
5. VALUATION TIME. The valuation time shall be 4:00 p.m., Eastern Time,
on February __, 2005, or such earlier or later date and time as may be mutually
agreed in writing by an authorized officer of each of the parties (the
"Valuation Time"). Notwithstanding anything herein to the contrary, in the event
that at the Valuation Time, (a) the New York Stock Exchange shall be closed to
trading or trading thereon shall be restricted,
or (b) trading or the reporting of trading on such exchange or elsewhere shall
be disrupted so that, in the judgment of the parties, accurate appraisal of the
value of the net assets of the Acquired Funds is impracticable, the Valuation
Time shall be postponed until the first business day after the day when trading
shall have been fully resumed without restriction or disruption, reporting shall
have been restored and accurate appraisal of the value of the net assets of the
Acquired Fund is practicable.
6. LIQUIDATION OF THE ACQUIRED FUNDS AND CANCELLATION OF SHARES. At the
Effective Time, the Acquired Fund will liquidate and the Core Fund Shares (both
full and fractional) received by the Acquired Fund will be distributed to the
shareholders of record of the Acquired Fund as of the Effective Time in exchange
for the Acquired Fund Shares and in complete liquidation of the Acquired Fund.
Each shareholder of the Acquired Fund will receive a number of Core Fund Shares
equal in number and value to the Acquired Fund Shares held by that shareholder,
and each Core Fund Share and each Acquired Fund Share will be of equivalent net
asset value per share. Such liquidation and distribution will be accomplished by
the establishment of an open account on the share records of the Core Fund in
the name of each shareholder of the Acquired Fund that represents the respective
number of Core Fund Shares due such shareholder. All of the issued and
outstanding shares of the Acquired Fund shall be cancelled on the books of the
Acquired Fund at the Effective Time and shall thereafter represent only the
right to receive Core Fund Shares. The Acquired Fund's transfer books shall be
closed permanently. AmeriPrime also shall take any and all other steps as shall
be necessary and proper to effect a complete termination of the Acquired Fund.
7. REPRESENTATIONS AND WARRANTIES OF THE CORE FUNDS. WY Funds, on
behalf of itself and, as appropriate, the Core Fund, represents and warrants to
AmeriPrime and the Acquired Fund as follows:
(a) ORGANIZATION, EXISTENCE, ETC. WY Funds is a business trust
duly organized, validly existing and in good standing under the laws of the
State of Ohio and has the power to carry on its business as it is now being
conducted. The Core Fund is duly established and designated as a series of WY
Funds.
(b) REGISTRATION AS INVESTMENT COMPANY. WY Funds is registered
under the 1940 Act as an open-end management investment company; such
registration has not been revoked or rescinded and is in full force and effect.
Prior to the Effective Time, the registration statement relating to the Core
Fund will be effective.
(c) SHARES TO BE ISSUED UPON REORGANIZATION. The Core Fund
Shares to be issued by the Core Fund in connection with the Reorganization have
been duly authorized and upon consummation of the Reorganization will be validly
issued, fully paid and non-assessable by WY Funds. Prior to the Effective Time,
there shall be no issued and outstanding Core Fund Shares or any other
securities issued by the Core Fund, except that the Core Fund may issue shares
to its initial shareholder in order to meet minimum capitalization requirements
under Section 14(a) of the 1940 Act and to allow for the approval of the Core
Fund's advisory agreement.
(d) AUTHORITY RELATIVE TO THIS AGREEMENT. WY Funds, on behalf
of itself and the Core Fund, has the power to enter into this Agreement and to
carry out its obligations hereunder and has all necessary federal, state and
local authorizations to consummate the Reorganization. The execution, delivery
and performance of this Agreement, and the consummation of the transactions
contemplated hereby, have been duly authorized by WY Funds' Board of Trustees,
including a majority of its Trustees who are not interested persons of WY Funds,
and no other proceedings by WY Funds or the Core Fund are necessary to authorize
WY Funds' officers to effectuate this Agreement and the transactions
contemplated hereby. Neither WY Funds nor the Core Fund is a party to or
obligated under any charter, by-law, indenture or contract provision or any
other commitment or obligation, or subject to any order or decree, which would
be violated by its executing and carrying out this Agreement.
(e) LIABILITIES. To the actual knowledge of WY Funds, there
are no liabilities of the Core Fund, whether or not determined or determinable,
other than liabilities incurred in the ordinary course of business subsequent to
the Effective Time or otherwise disclosed to the Acquired Fund, none of which
has been materially adverse to the business, assets or results of operations of
the Core Fund. To the actual knowledge of WY Funds, WY Funds' Registration
Statement, which is on file with the Securities and Exchange Commission (the
"SEC"), does not contain an untrue statement of material fact or omit a material
fact that is required to be stated therein or that is necessary to make the
statements therein not misleading.
(f) LITIGATION. Except as disclosed to the Acquired Fund,
there are no claims, actions, suits or proceedings pending or, to the actual
knowledge of WY Funds, threatened which would materially adversely affect the
Core Fund or its assets or business or which would prevent or hinder in any
material respect consummation of the transactions contemplated hereby.
(g) CONTRACTS. Except for contracts and agreements disclosed
in Exhibit A hereto, under which no material default exists, neither WY Funds
nor the Core Fund is a party to or subject to any material contract, debt
instrument, plan, lease, franchise, license or permit of any kind or nature
whatsoever with respect to the Core Fund.
(h) TAXES. As of the Effective Time, all Federal and other tax
returns, information returns, and other tax-related reports of the Core Fund
required by law to have been filed by such date (including extensions), if any,
shall have been filed, and all other taxes shall have been paid so far as due,
or provision shall have been made for the payment thereof, and to the best of WY
Funds' knowledge, no such return is currently under audit and no assessment has
been asserted with respect to any of such returns.
(i) SUBCHAPTER M. No later than the Effective Time, the Core
Fund will be a "fund" as defined in section 851(g)(2) of the Internal Revenue
Code of 1986, as amended (the "Code"); it will qualify for treatment as a
regulated investment company ("RIC") under Subchapter M of the Code for the
taxable year in which the Reorganization occurs; and it intends to continue to
meet all the requirements for that qualification.
8. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED FUND. AmeriPrime, on
behalf of itself and, as appropriate, the Acquired Fund, represents and warrants
to WY Funds and the Core Fund as follows:
(a) ORGANIZATION, EXISTENCE, ETC. AmeriPrime is a business
trust duly organized and validly existing under the laws of the State of Ohio
and has the power to carry on its business as it is now being conducted. The
Acquired Fund is duly established and designated as a series of AmeriPrime.
(b) REGISTRATION AS INVESTMENT COMPANY. AmeriPrime is
registered under the 1940 Act as an open-end management investment company; such
registration has not been revoked or rescinded and is in full force and effect.
(c) FINANCIAL STATEMENTS. The audited financial statements of
the Acquired Fund for its most recently ended fiscal year, and unaudited
financial statements relating to its most recently ended semi-annual period if
the semi-annual period is subsequent to the most recently ended fiscal year,
(the "Acquired Fund's Financial Statements"), as delivered to the Core Fund,
fairly present the financial position of the Acquired Fund as of the dates
thereof, and the results of its operations and changes in its net assets for the
periods indicated. There are no known contingent liabilities of the Acquired
Fund required to be reflected on a balance sheet (including notes thereto) in
accordance with generally accepted accounting principles as of such date not
disclosed therein.
(d) MARKETABLE TITLE TO ASSETS. The Acquired Fund will have,
at the Effective Time, good and marketable title to, and full right, power and
authority to sell, assign, transfer and deliver, the Assets to be transferred to
the Core Fund. Upon delivery and payment for such Assets, the Core Fund will
have good and marketable title to such Assets without restriction on the
transfer thereof free and clear of all liens, encumbrances and adverse claims.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. AmeriPrime, on
behalf of the Acquired Fund, has the power to enter into this Agreement and to
carry out its obligations hereunder. The execution, delivery and performance of
this Agreement, and the consummation of the transactions contemplated hereby,
have been duly authorized by the Board of Trustees of AmeriPrime, including a
majority of its trustees who are not interested persons of AmeriPrime, and no
other proceedings by AmeriPrime are necessary to authorize its officers to
effectuate this Agreement and the transactions contemplated hereby. Neither
AmeriPrime nor the Acquired Fund is a party to or obligated under any charter,
by-law, indenture or contract provision or any other commitment or obligation,
or subject to any order or decree, which would be violated by its executing and
carrying out this Agreement.
(f) LIABILITIES. To AmeriPrime's actual knowledge, there are
no liabilities of the Acquired Fund, whether or not determined or determinable,
other than liabilities disclosed or provided for in the Acquired Fund's
Financial Statements and liabilities incurred in the ordinary course of business
prior to the Effective Time, or otherwise disclosed to the Core Fund, none of
which has been materially adverse to the business, Assets or results of
operations of the Acquired Fund. To the Trust's actual knowledge, the
Registration Statement of AmeriPrime, which is on file with the SEC, does not
contain an untrue statement of a material fact or omit a material fact that is
required to be stated therein or that is necessary to make the statements
therein not misleading.
(g) LITIGATION. Except as disclosed to the Core Fund, there
are no claims, actions, suits or proceedings pending or, to the knowledge of
AmeriPrime, threatened which would materially adversely affect the Acquired Fund
or its Assets or business or which would prevent or hinder in any material
respect consummation of the transactions contemplated hereby.
(h) CONTRACTS. Except for contracts and agreements disclosed
in Exhibit B hereto, under which no material default exists, neither AmeriPrime
nor the Acquired Fund, at the Effective Time, is a party to or subject to any
material contract, debt instrument, plan, lease, franchise, license or permit of
any kind or nature whatsoever.
(i) TAXES. As of the Effective Time, all Federal and other tax
returns, information returns, and other tax-related reports of the Acquired Fund
required by law to have been filed shall have been filed by such date (including
extensions), and all other taxes shall have been paid so far as due, or
provision shall have been made for the payment thereof, and to the best of
AmeriPrime's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to any of such returns.
(j) SUBCHAPTER M. Acquired Fund is a "fund" as defined in
section 851(g)(2) of the Code; it qualified for treatment as a RIC for each past
taxable year since it commenced operations and will continue to meet all the
requirements for that qualification for its current taxable year; the Assets
will be invested at all times through the Effective Time in a manner that
ensures compliance with the foregoing; and the Acquired Fund has no earnings and
profits accumulated in any taxable year in which the provisions of Subchapter M
of the Code did not apply to it;
9. CONDITIONS PRECEDENT TO OBLIGATIONS OF WY FUNDS.
(a) All representations and warranties of the Acquired Fund
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same force
and effect as if made on and as of the Effective Time. At the Effective Time, WY
Funds shall have received a certificate from an officer of AmeriPrime, dated as
of such date, certifying on behalf of AmeriPrime that as of such date the
conditions set forth in this clause (a) have been met.
(b) The Acquired Fund shall have delivered to the Core Fund at
the Effective Time the Acquired Fund's Statement of Assets and Liabilities,
prepared in accordance with generally accepted accounting principles
consistently applied, together with a certificate of the Treasurer or Assistant
Treasurer of AmeriPrime as to the aggregate asset value of the Acquired Fund's
portfolio securities.
(c) At the Effective Time, AmeriPrime shall have performed and
complied in all material respects with each of its agreements and covenants
required by this Agreement to be performed or complied with by AmeriPrime prior
to or at the Effective Time and WY Funds shall have received a certificate from
an officer of AmeriPrime, dated as of such date, certifying on behalf of
AmeriPrime that the conditions set forth in this clause (d) have been, and
continue to be, satisfied.
(d) The Acquired Fund shall have declared and paid a
distribution or distributions prior to the Effective Time that, together with
all previous distributions, shall have the effect of distributing to its
shareholders: (i) all of its investment company taxable income and all of its
net realized capital gains, if any, for the period from the close of its last
fiscal year to 4:00 p.m. Eastern Time on the Effective Time; and (ii) any
undistributed investment company taxable income and net realized capital gains
from any period to the extent not otherwise already distributed.
10. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND.
(a) All representations and warranties of the Core Fund
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same force
and effect as if made on and as of the Effective Time. At the Effective Time,
AmeriPrime shall have received
a certificate from an officer of WY Funds, dated as of such date, certifying on
behalf of WY Funds that as of such date that the conditions set forth in this
clause (a) have been met.
(b) At the Effective Time, WY Funds shall have performed and
complied in all material respects with each of its agreements and covenants
required by this Agreement to be performed or complied with by it prior to or at
the Effective Time and AmeriPrime shall have received a certificate from an
officer of WY Funds, dated as of such date, certifying on behalf of WY Funds
that the conditions set forth in this clause (c) have been, and continue to be,
satisfied.
(c) AmeriPrime shall have received from WY Funds a duly
executed instrument whereby the Core Fund assumes all Liabilities of or
attributable to the Acquired Fund.
11. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND
AND THE CORE FUND. The obligations of the Acquired Fund and the Core Fund to
effectuate this Agreement shall be subject to the satisfaction of each of the
following conditions:
(a) The Core Fund shares shall have been duly qualified for
offering to the public in each state in which the Acquired Fund's shareholders
are resident as of the date of the Reorganization (except where such
qualifications are not required) so as to permit the transfer contemplated by
this Agreement to be consummated; and AmeriPrime shall have received from WY
Funds a duly executed certificate with respect thereto.
(b) The Acquired Fund and the Core Fund shall have received on
or before the Effective Time an opinion of counsel satisfactory to the Acquired
Fund and the Core Fund, based on customary officers' certificates provided by
each, substantially to the effect that for Federal income tax purposes:
(1) The Reorganization will constitute a
"reorganization" within the meaning of Code Section 368(a). The Core Fund and
the Acquired Fund will each be a "party to a reorganization" within the meaning
of Code Section 368(b);
(2) No gain or loss will be recognized by the
Acquired Fund upon the transfer of all of its assets to the Core Fund solely in
exchange for the issuance of Core Fund Shares to the Acquired Fund and the
assumption by the Core Fund of all the Acquired Fund's liabilities;
(3) No gain or loss will be recognized by the
Core Fund upon its receipt of all the Acquired Fund assets in exchange for the
issuance of Core Fund Shares to the Acquired Fund and the assumption by the Core
Fund of all the Acquired Fund's liabilities;
(4) The adjusted basis of the assets acquired by
the Core Fund will be the same as the adjusted basis of those assets in the
Acquired Fund's hands immediately before the Effective Time;
(5) The Core Fund's holding period for the assets
acquired from the Acquired Fund will include the Acquired Fund's holding period
of those assets;
(6) No gain or loss will be recognized by the
Acquired Fund upon the distribution of the Core Fund Shares to the Acquired
Fund's shareholders in exchange for their Acquired Fund Shares;
(7) No gain or loss will be recognized by the
Acquired Fund's shareholders upon the exchange of all their Acquired Fund Shares
solely for Core Fund Shares as part of the transaction contemplated herein;
(8) The adjusted basis of the Core Fund Shares
received by each Acquired Fund shareholder will be the same as the adjusted
basis of that Acquired Fund shareholder's Acquired Fund Shares surrendered in
exchange therefor;
(9) The holding period of the Core Fund Shares
received by each Acquired Fund shareholder will include such shareholder's
holding period for the Acquired Fund Shares surrendered in exchange therefor,
provided that said Acquired Fund Shares were held as capital assets as of the
Effective Time;
(10) For purposes of Section 381 of the Code, the
Core Fund will be treated as the same corporation as the Acquired Fund and the
tax attributes of the Acquired Fund enumerated in Section 381(c) will be taken
into account by the Core Fund as if there had been no reorganization.
(11) Notwithstanding the above, such opinion may
state that no opinion is expressed as to the effect of the Reorganization on the
Acquired Fund or the Core Fund with respect to (i) any transferred asset as to
which any unrealized gain or loss is required to be recognized for federal
income tax purposes at the end of a taxable year (or on the termination or
transfer thereof) under a mark-to-market system of accounting; and (ii) any
market discount bond transferred pursuant to the Reorganization.
(c) The Board of Trustees of WY Funds shall have approved this
Agreement and authorized the issuance by the Core Fund of Core Fund Shares at
the Effective Time in exchange for the Assets of the Acquired Fund pursuant to
the terms and provisions of this Agreement.
12. EFFECTIVE TIME OF THE REORGANIZATION. The exchange of the Acquired
Fund's Assets for the Core Fund Shares shall be effective as of opening of
business on February __, 2005, or at such other time and date as fixed by the
mutual consent of the parties (the "Effective Time").
13. TERMINATION. This Agreement and the transactions contemplated
hereby may be terminated and abandoned without penalty by resolution of the
Board of Trustees of AmeriPrime, as to the Acquired Fund, and/or by resolution
of the Board of Trustees of WY Funds, as to the Core Fund, at any time prior to
the Effective Time, if circumstances should develop that, in the opinion of such
Boards, make proceeding with the Agreement inadvisable.
14. AMENDMENT. This Agreement may be amended, modified or supplemented
in such manner as may be mutually agreed upon in writing by the parties;
provided, however, no such amendment may have the effect of changing the
provisions for determining the number or value of Core Fund Shares to be paid to
the Acquired Fund's shareholders under this Agreement to the detriment of the
Acquired Fund's shareholders.
15. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Ohio.
16. NOTICES. Any notice, report, statement or demand required or
permitted by any provision of this Agreement shall be in writing and shall be
given by prepaid telegraph, telecopy, certified mail or overnight express
courier addressed to appropriate party at the address contained in such party's
current registration statement on Form N-1A as filed with the SEC.
17. FEES AND EXPENSES.
(a) AmeriPrime and WY Funds each represents and warrants to
the other party that there are no brokers or finders entitled to receive any
payments in connection with the transactions provided for herein.
(b) Except as otherwise provided for herein, all expenses of
the Reorganization will be borne by Wertz York Capital Management Group, LLC
("Adviser"). The expenses to be covered by Adviser may include, without
limitation: (i) expenses incurred in connection with the entering into and the
carrying out of the provisions of this Agreement; (ii) expenses associated with
the preparation and filing of any required registration statement under the 1933
or 1940 Act; excluding any blue sky fees (iii) postage; (iv) printing; (v)
accounting fees; (vi) legal fees and (vii) expenses of obtaining so-called
"tail" or "run-off" directors & officers ("D&O") insurance coverage in respect
of the current and former AmeriPrime trustees' and officers' activities as they
relate to the Acquired Fund as set forth in Section 18(g) below.
18. INDEMNIFICATION AND INSURANCE.
(a) WY Funds, out of the assets of the Core Fund, shall
indemnify, defend and hold harmless the Acquired Fund, and AmeriPrime, its
respective present and former of Trustees, officers, employees and agents
(collectively "Acquired Fund Indemnified Parties") against all losses, claims,
demands, liabilities and expenses, including reasonable legal and other expenses
incurred in defending third-party claims, actions, suits or proceedings, whether
or not resulting in any liability to such Acquired Fund Indemnified Parties,
including amounts paid by any one or more of the Acquired Fund Indemnified
Parties in a compromise or settlement of any such claim, action, suit or
proceeding, or threatened third party claim, suit, action or proceeding made
with the consent of WY Funds not unreasonably withheld, on behalf of the Core
Fund, arising from (i) any breach of a representation, warranty or covenant of
this Agreement by WY Funds or (ii) any untrue statement or alleged untrue
statement of a material fact contained in any proxy materials in connection with
the transaction contemplated herein or any registration statement of WY Funds,
as filed and in effect with the SEC, or any application prepared by WY Funds, on
behalf of the Core Fund with any state regulatory agency in connection with the
transactions contemplated by this Agreement under the securities laws thereof
("Application"); or which arises out of or is based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading.
(b) AmeriPrime, out of the assets of the applicable Acquired
Fund, shall indemnify, defend, and hold harmless the Core Fund and WY Funds, its
Trustees, officers, employees and agents ("WY Funds Indemnified Parties")
against all losses, claims, demands, liabilities, and expenses, including
reasonable legal and other expenses incurred in defending third-party claims,
actions, suits or proceedings, whether or not resulting in any liability to such
WY Funds Indemnified Parties, including amounts paid by any one or more of the
WY Funds Indemnified Parties in a compromise or settlement of any such claim,
suit, action or proceeding, or threatened third-party claim, suit, action or
proceeding made with the consent of AmeriPrime, on behalf of the applicable
Acquired Fund (if the Acquired Fund still
exists), arising from (i) any breach of any representation, warranty or covenant
of this Agreement by AmeriPrime or (ii) any untrue statement or alleged untrue
statement of a material fact contained in any proxy materials, as filed and in
effect with the SEC; or which arises out of or is based upon any omission or
alleged omission to state therein a material fact required to be stated therein
and necessary to make the statements therein not misleading based on information
provided by AmeriPrime.
(c) AmeriPrime, out of the Acquired Funds' assets, shall
indemnify, defend, and hold harmless each of the Core Funds Indemnified Parties
from and against any and all losses, claims, damage, liabilities, or expenses
including, without limitation, the payment of reasonable legal fees and other
expenses incurred in defending third-party claims, actions, suits or
proceedings, whether or not resulting in any liability to such WY Funds
Indemnified Parties, including amounts paid by any one or more of the WY Funds
Indemnified Parties in a compromise or settlement of any such claim, action,
suit or proceeding, or threatened third party claim, suit, action or proceeding,
insofar as any such loss, claim, damage, liability, or expense (or actions with
respect thereto) arises out of any act, conduct or omission relating to the
Acquired Funds prior to the Effective Time.
(d) WY Funds, out of the Core Fund' assets, shall indemnify,
defend, and hold harmless each of the Acquired Fund Indemnified Parties from and
against any and all losses, claims, damage, liabilities, or expenses including
without limitation, the payment of reasonable legal fees and other expenses
incurred in defending third-party claims, actions, suits or proceedings, whether
or not resulting in any liability to such Acquired Fund Indemnified Parties,
including amounts paid by any one or more of the Acquired Fund Indemnified
Parties in a compromise or settlement of any such claim, action, suit or
proceeding, or threatened third party claim, suit, action or proceeding, insofar
as any such loss, claim, damage, liability, or expense (or actions with respect
thereto) arises out of any act, conduct or omission relating to the Core Fund.
(e) A party seeking indemnification hereunder is hereinafter
called the "indemnified party" and the party from whom the indemnified party is
seeking indemnification hereunder is hereinafter called the "indemnifying
party." Each indemnified party shall notify the indemnifying party in writing
within ten (10) days of the receipt by one or more of the indemnified parties of
any notice of legal process of any suit brought against or claim made against
such indemnified party as to any matters covered by this Section 18, but the
failure to notify the indemnifying party shall not relieve the indemnifying
party from any liability which it may have to any indemnified party otherwise
than under this Section 18. The indemnifying party shall be entitled to
participate at its own expense in the defense of any claim, action, suit, or
proceeding covered by this Section 18, or, if it so elects, to assume at its own
expense the defense thereof with counsel satisfactory to the indemnified
parties; provided, however, if the defendants in any such action include both
the indemnifying party and any indemnified party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it which
are different from or additional to those available to the indemnifying party,
the indemnified party shall have the right to select separate counsel to assume
such legal defense and to otherwise participate in the defense of such action on
behalf of such indemnified party and the expenses of such separate counsel shall
be paid by the indemnifying party.
(f) Upon receipt of notice from the indemnifying party to any
indemnified party of the election by the indemnifying party to assume the
defense of such action, the indemnifying party shall not be liable to such
indemnified party under this Section 18 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed such counsel in
connection with the assumption of legal defenses in accordance with
the provision of the immediately preceding sentence in Section 18(e) (it being
understood, however, that the indemnifying party shall not be liable for the
expenses of more than one separate counsel for each indemnified party); (ii) the
indemnifying party does not employ counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action; or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party.
(g) WY Funds, on behalf of the Core Fund, agrees that all
rights to indemnification and all limitations of liability existing in favor of
the current and former trustees and officers of AmeriPrime, under AmeriPrime's
Agreement and Declaration of Trust in effect as of the date of this Agreement,
shall survive the Reorganization and shall continue in full force and effect,
and shall constitute rights which may be asserted by any such person against the
Core Fund, its successors and assigns; provided that such activities were
undertaken in connection with the Acquired Fund. The Acquired Fund and the
former and current trustees and officers of AmeriPrime shall remain as
additional insureds named on AmeriPrime's existing D&O insurance policy as long
as the policy remains in existence (or, if AmeriPrime no longer has such a
policy, on Unified Series Trust's D&O insurance policy) as long as the policy
remains in existence.
19. HEADINGS, COUNTERPARTS, ASSIGNMENT.
(a) The article and section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
(b) This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
(c) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns, but
no assignment or transfer hereof or of any rights or obligations hereunder shall
be made by any party without the written consent of the other party. Nothing
herein expressed or implied is intended or shall be construed to confer upon or
give any person, firm or corporation other than the parties hereto and their
respective successors and assigns any rights or remedies under or by reason of
this Agreement.
20. ENTIRE AGREEMENT. Each of the parties to this Agreement, and the
Acquired Fund and the Core Fund agree that no party has made any representation,
warranty or covenant not set forth herein and that this Agreement constitutes
the entire agreement between the parties. The representations, warranties and
covenants contained herein or in any document delivered pursuant hereto or in
connection herewith shall survive the consummation of the transactions
contemplated hereunder.
21. FURTHER ASSURANCES. The Core Fund and the Acquired Fund shall take
such further action as may be necessary or desirable and proper to consummate
the transactions contemplated hereby.
22. BINDING NATURE OF AGREEMENT. As provided in AmeriPrime's Agreement
and Declaration of Trust on file with the Secretary of the State of Ohio, this
Agreement was executed by the undersigned officers of AmeriPrime, on behalf of
the Acquired Fund, as officers and not individually or in their other capacities
with the AmeriPrime, and the obligations of this Agreement are not binding upon
the undersigned officers individually, but are binding only upon the assets and
property of the Acquired
Fund. Moreover, no series of AmeriPrime shall be liable for the obligations of
any other series of AmeriPrime. As provided by WY Funds' Declaration of Trust on
file with the Secretary of State of Ohio, this Agreement was executed by the
undersigned officers of WY Funds, on behalf of the Core Fund, as officers and
not individually or in their other capacities with the WY Funds, and the
obligations of this Agreement are not binding upon the undersigned officers
individually, but are binding only upon the assets and property of the Core
Fund. Moreover, no series of WY Funds shall be liable for the obligations of any
other series of WY Funds.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement and Plan of Reorganization to be duly executed on its behalf, as of
the day and year first above written.
WY FUNDS,
on behalf of its series, The Core Fund
By:
-----------------------------------
Mitchell York, President
AMERIPRIME FUNDS,
on behalf of its series, Institutional
Short-Term Government Bond Fund
By:
-----------------------------------
Anthony J. Ghoston, President
WERTZ YORK CAPITAL MANAGEMENT GROUP,
LLC
As to Section 17(b)
By:
-----------------------------------
M. Brent Wertz, President
INSTITUTIONAL SHORT-TERM GOVERNMENT BOND FUND
SPECIAL MEETING OF SHAREHOLDERS
JANUARY [ ], 2005
The undersigned shareholder of the Institutional Short-Term Government
Bond Fund (The Core Fund) (the "Fund"), a series of AmeriPrime Advisers Trust
(the "Trust"), hereby nominates, constitutes and appoints ___________ and
___________, 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 January [ ], 2005 at 10:00 a.m., Eastern 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 THE AGREEMENT AND PLAN OF REORGANIZATION
|_| 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:________, 2005
---------------------------------
(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.