SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
AMERIPRIME ADVISORS TRUST
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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Institutional Short-Term Government Bond Fund
431 North Pennsylvania Street
Indianapolis, Indiana 46204
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held January 28, 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 series of the Trust, to be held at the principal executive offices of
the Trust, 431 North Pennsylvania Street, Indianapolis, Indiana 46204, on
January 28, 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 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 3, 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 14, 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.
INSTITUTIONAL SHORT-TERM GOVERNMENT
BOND FUND
431 North Pennsylvania Street
Indianapolis, Indiana 46204
PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
To Be Held January 28, 2005
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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 Institutional Short-Term Government Bond 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 28, 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 14, 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 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.
PROPOSAL
Approval of an Agreement and Plan of Reorganization Under Which the
Institutional Short-term Government Bond 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 (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
"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 or about February 4, 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 WY Funds (and in particular The Core Fund) and that is familiar
with Florida financial markets. 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 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. 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 Funds 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
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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 identical.
Both the Government Bond Fund and The Core Fund seek to achieve their
investment objectives 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 Government Bond Fund invests, and The
Core Fund will invest, in investment grade securities that the Funds' 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 each 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, each Fund's portfolio
will have a dollar-weighted average maturity of no more than 3 years and at
least 80% of each Fund's assets (defined as net assets plus the amount of any
borrowing for investment purposes) will be invested in government bonds.
RISK FACTORS.
Because the Funds have identical investment objectives and 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
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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. 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
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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
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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
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Interest rate risk is the risk that the value of your investment may
decrease when interest rates rise. Interest rate risk may effect the Fund's
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
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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, due to
changes in interest rates and other factors, the value of a portfolio of bonds
with a longer effective maturity will fluctuate more than the value of 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 also has identical
non-fundamental investment restrictions.
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 as of the Closing Date.
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 None 1 None 1
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%
Expense Reimbursement 0.50% 2 0.50% 3
Net Expenses (after expense reimbursement) 0.50% 0.50%
1 A wire transfer fee of $15 may be charged to defray custodial charges
for redemptions paid by wire transfer. This fee currently is waived.
2 The 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.
3 The 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 Fund $51 $269 $504 $1,179
Board of Trustees
The following individuals have agreed to serve on the Board of Trustees of
WY Funds:
RANDY K. STERNS
- ---------------
Mr. Sterns is a shareholder with Bush, Ross, Gardner, Warren & Rudy, P.A.
and practices in securities, franchise, taxation, trademark and licensing,
distribution, deferred and stock compensation, nonprofit and general corporate
law. He received an undergraduate degree, magna cum laude, from Oral Roberts
University, a JD and MBA from Willamette University (1979) and an MLT. in
Federal Taxation from Georgetown University in 1984. Mr. Sterns was admitted to
the bar in 1980 and is admitted to practice in Florida and the United States Tax
Court. He is a member of The Florida Bar, Hillsborough County Bar Association,
National Association of Stock Plan Professionals and American Intellectual
Property Law Association.
TAMMY EVANS
- -----------
Ms. Evans is Vice President of Mortgage Accounting and Financial Reporting
with Marriott Vacation Club International, Inc. Before accepting that position
in August 2004, she served as Senior Auditor for Grant Thornton LLP (June 2002 -
July 2004) and as an Audit Manager for Arthur Andersen LLP (May 1994 - June
2002). Ms. Evan's educational and professional credentials include a CPA license
(1994); MA degree in accounting from the University of Florida (1994) and a BA
degree in accounting from the University of Florida (1992). Ms. Evans also is a
member of AICPA and FICPA. Ms. Evans brings a wealth of public accounting
experience to the Board, including many years of auditing various Florida
governments and serving on audit committees. In addition, she has extensive
experience auditing both public and private clients in several industries:
governments, real estate, and broker-dealers.
DOUGLAS CONNER
- --------------
Mr. Conner is a CPA and the managing partner of Conner Properties and
Conner Land, Ltd. Since 1994, Mr. Connor has been the Director and Chairman of
J. W. Conner & Sons, Inc. (Road Construction) and holds the same positions for
Delta Asphalt Paving Co., C&D Equipment Co. and Florida Midstate Realty. Mr.
Conner's educational background includes a BBA degree in Accounting from Stetson
University (1968) and a BA degree in accounting from Tulane University (1964).
M. BRENT WERTZ
- --------------
For the past five years, Mr. Wertz has been the co-owner of Wertz York
Capital Management Group, LLC. Mr. Wertz has been the co-fund manager of the
Government Bond Fund since its inception in January 2001. In 1998 Mr. Wertz
earned an MBA from the University of Tampa. He previously earned a BA in
Economics from the Virginia Military Institute. Mr. Wertz brings to the Board of
Trustees fixed income expertise and experience working with numerous Florida
special taxing districts and investment bankers.
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 the
Trust and WY Fund on behalf of 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
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 $254 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 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 from
the University of South Florida and a BBA in Finance in 1990 from Eastern
Kentucky University.
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 from the
University of Tampa and a BA in Economics and Business in 1991 from the Virginia
Military Institute.
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
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.
OTHER SERIVICE PROVIDERS
Administrator, Transfer Agent and Fund Accountant
- -------------------------------------------------
Citco Mutual Fund Services, Inc. ("Citco"), 83 General Warren Boulevard,
Suite 200, Malvern, Pennsylvania 19355, acts as The Core Fund's transfer agent.
Citco maintains the records of each shareholder's account, answers shareholders'
inquiries concerning their accounts, processes purchases and redemptions of The
Core Fund's shares, acts as dividend and distribution disbursing agent and
performs other transfer agent and shareholder service functions. In addition,
Citco provides The Core Fund with fund accounting services, which include the
maintenance of accounting books and records, daily accounting, the provision of
certain monthly reports, record-keeping and other management-related services.
Finally, Citco also provides The Core Fund with administrative services,
including all regulatory reporting and necessary office equipment, personnel and
facilities. Unified Fund Services, 431 North Pennsylvania Street, Indianapolis,
Indiana 46204 provided similar services for the Government Bond Fund.
Distributor
- -----------
Citco Mutual Fund Distributors, Inc., 83 General Warren Boulevard, Suite
200, Malvern, Pennsylvania 19355, (the "Distributor"), is the exclusive agent
for distribution of shares of The Core Fund. The Distributor is obligated to
sell the shares of The Core Fund on a best efforts basis only against purchase
orders for the shares. Shares of The Core Fund are offered to the public on a
continuous basis. Unified Financial Services, 431 North Pennsylvania Street,
Indianapolis, Indiana 46204 provided similar services for the Government Bond
Fund.
Custodian
- ---------
Wachovia Bank, N.A. serves as custodian for The Core Fund's cash and
securities. The custodian acts as The Core Fund's depository, provides
safekeeping of its portfolio securities, collects all income and other payments
with respect thereto, disburses funds at The Core Fund's request and maintains
records in connection with its duties. The Huntington National Bank, 41 South
High Street, Columbus, Ohio 43215 provided similar services for the Government
Bond Fund.
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 3, 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 18,495,169.1920 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 Government Bond Fund.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following list indicates the ownership by shareholders who, to the best
knowledge of the Trust, were the owners of more than 5% of the outstanding
shares of the Government Bond Fund on the Record Date:
- ---------------------------------------------------------- ----------------------------------------- ----------------------------
Percentage of Outstanding
Name and Address of Beneficial Owner Amount and Nature of Ownership Shares of the Fund
- ---------------------------------------------------------- ----------------------------------------- ----------------------------
- ---------------------------------------------------------- ----------------------------------------- ----------------------------
District School Board of Pasco County, Florida 1,545,104.8240/Record Ownership 8.35%
Directors of Finance Svcs
7227 Land O'Lakes Blvd.
Land O'Lakes, FL 34639
- ---------------------------------------------------------- ----------------------------------------- ----------------------------
- ---------------------------------------------------------- ----------------------------------------- ----------------------------
SunTrust Bank TTEE
FBO: Reunion East Comm. Dev. Dist
225 East Robinson Street, Suite 250
Orlando, FL 32801 1,086,789.4500/Record Ownership 5.88%
- ---------------------------------------------------------- ----------------------------------------- ----------------------------
- ---------------------------------------------------------- ----------------------------------------- ----------------------------
School Board of Pinellas Co.
301 4th Street SW 1,557,469.6700/Record and Beneficial
Largo, FL 33770 Ownership 8.42%
- ---------------------------------------------------------- ----------------------------------------- ----------------------------
- ---------------------------------------------------------- ----------------------------------------- ----------------------------
Wachovia Bank TTEE
FBO: Sterling Hill Comm Dev District
2003 Construction
200 S. Biscayne Blvd., 14th Floor 1,311,045.0300/Record Ownership 7.09%
Miami. FL 33131
- ---------------------------------------------------------- ----------------------------------------- ----------------------------
- ---------------------------------------------------------- ----------------------------------------- ----------------------------
Wachovia Bank TTEE
FBO: Seven Oaks Comm Dev Dist II
2003 Construction
200 Biscayne Blvd., 14th Floor 1,742,648.7850/Record Ownership 9.42%
Miami. FL 33131
- ---------------------------------------------------------- ----------------------------------------- ----------------------------
- ---------------------------------------------------------- ----------------------------------------- ----------------------------
Wachovia Bank TTEE
Fishhawk Community Dev Dist II
03 Construction
200 Biscayne Blvd., 14th Floor 1,765,311.6400/Record Ownership 9.54%
Miami. FL 33131
- ---------------------------------------------------------- ----------------------------------------- ----------------------------
- ---------------------------------------------------------- ----------------------------------------- ----------------------------
Wachovia Bank TTEE
FBO: World Commerce Comm Dev District
2004 A-1 Capital Interest Acct
200 S. Biscayne Blvd., 14th Floor 1,120,431.0450/Record Ownership 6.06%
Miami. FL 33131
- ---------------------------------------------------------- ----------------------------------------- ----------------------------
- ---------------------------------------------------------- ----------------------------------------- ----------------------------
SunTrust Bank as Trustee For
Reunion West Comm. Dev. Dist
DTD 09/01/04
225 East Robinson Street, Suite 250 1,923,020.7080/Record Ownership 10.40%
Orlando, FL 32801
- ---------------------------------------------------------- ----------------------------------------- ----------------------------
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 Government Bond Fund 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.
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 14, 2005
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED REPLY ENVELOPE.
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; (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 28, 2005
The undersigned shareholder of the Institutional Short-Term Government Bond
Fund (the "Fund"), a series of AmeriPrime Advisers Trust (the "Trust"), hereby
nominates, constitutes and appoints Anthony J. Ghoston, Freddie Jacobs, Jr., M.
Brent Wertz and Mitchell York, 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 the principal executive offices of the
Trust, 431 North Pennsylvania Street, Indianapolis, Indiana 46204, on January
28, 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.