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:
____________________________________________________________
Bull Moose Growth Fund
431 North Pennsylvania Street, Indianapolis, Indiana 46204
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held [July__, 2005]
Dear Shareholders:
The Board of Trustees of AmeriPrime Advisors Trust (the "Trust") has called
a special meeting of shareholders of the Bull Moose Growth Fund, a series of the
Trust, to be held at the principal offices of the Trust, 431 North Pennsylvania
Street, Indianapolis, Indiana, 46204, on [July__, 2005] at 10:00 a.m., Eastern
Time, for the following purposes:
1. Approval of a Distribution Plan pursuant to Rule 12b-1.
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 [________, 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
[June__, 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.
Bull Moose Growth Fund
431 North Pennsylvania Street, Indianapolis, Indiana 46204
____________
PROXY STATEMENT
____________
SPECIAL MEETING OF SHAREHOLDERS
To Be Held [July__, 2005]
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 Bull Moose Growth Fund (the "Fund") for use at the Special Meeting
of Shareholders, to be held at the principal offices of the Trust, 431 North
Pennsylvania Street, Indianapolis, Indiana, 46204, on [July ____, 2005] at 10:00
a.m., Eastern Time, and at any and all adjournments thereof (the "Meeting"). The
Notice of the Meeting, Proxy Statement and accompanying form of proxy will first
be mailed to shareholders on or about [______, 2005]. Only shareholders of
record at the close of business on [_______, 2005] (the "Record Date") will be
entitled to vote at the Meeting. On the Record Date, the Bull Moose Growth Fund
had_______________ shares outstanding. Each share of the Fund is entitled to one
vote, with each fractional share being entitled to a proportionate fractional
vote on each matter to be acted upon 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 at the Meeting. For purposes of determining a quorum and
counting votes on the matter presented, shares represented by abstentions and
"broker non-votes" will be counted as present, but not as votes cast, at the
Meeting. Under the Investment Company Act of 1940, as amended (the "1940 Act"),
the affirmative vote necessary to approve the matter under consideration may be
determined with reference to a percentage of votes present at the Meeting, which
would have the effect of treating abstentions and non-votes as if they were
votes against the proposal.
The shareholders of the Fund are being asked to consider the following
proposals:
I. Approval of a Distribution Plan pursuant to Rule 12b-1.
II. Transaction of such other business as may properly come
before the meeting or any adjournments thereof.
Approval of the proposal requires the affirmative vote of the lesser of:
(a) 67% or more of the outstanding shares of the Fund present at the Meeting, if
the holders of more than 50% of the outstanding shares are present or
represented by proxy, or (b) more than 50% of the outstanding shares of the
Fund.
A copy of the Fund's most recent annual report for the fiscal year ended
November 30, 2004, including financial statements and schedules, is available at
no charge by sending a written request to the Trust's transfer agent, Unified
Fund Services, Inc., at 431 North Pennsylvania Street, Indianapolis, Indiana
46204 or by calling 877-322-0576.
PROPOSAL I: APPROVAL OF A DISTRIBUTION PLAN UNDER RULE 12B-1
Rule 12b-1 under the 1940 Act provides that a mutual fund may distribute
its own shares, provided that fees or other payments made to brokers, dealers or
other intermediaries for selling shares of the fund are made pursuant to a
written plan that "describes all material aspects of the proposed financing of
distribution." A mutual fund is considered to be distributing its own shares if
it engages directly or indirectly in financing any activity which is primarily
intended to result in the sale of shares, including, but not necessarily limited
to, advertising, compensation of underwriters, dealers, and sales personnel, the
printing and mailing of prospectuses to prospective shareholders, and the
printing and mailing of sales literature. Rule 12b-1 requires that a fund's
board of trustees and shareholders approve any distribution plan.
On June 28, 2001, the Board of Trustees of the Trust, including a majority
of the Trustees that are not interested persons of the Trust and have no direct
or indirect financial interest in the operation of the plan or in any agreements
related to the plan ("Disinterested Trustees"), approved a Distribution Plan
(the "Original Plan") for the Fund. Although the Board of Trustees approved the
Original Plan, it was never activated, and the Fund has not accrued or paid any
expenses under the Original Plan. Due to an administrative error, the
continuation of the Original Plan was not approved by the Board in a timely
manner, and the Original Plan expired on November 30, 2002. Shareholders are
being asked to approve a new Distribution Plan (the "New Plan"), which is
substantially identical to the Original Plan. Upon approval by shareholders, the
Fund will begin accruing and paying expenses under the New Plan, as described
below. The New Plan was approved by the Board of Trustees, including a majority
of the Disinterested Trustees, on June 13, 2005. A copy of the New Plan is
attached to this Proxy Statement as Exhibit 1.
The New Plan
The New Plan provides that, subject to the supervision of the Trustees of
the Trust, the Trust may, directly or indirectly, engage in any activities
related to the distribution of the shares of the Fund, which activities may
include, but are not limited to, the following: (a) payments, including
incentive compensation, to securities dealers or other financial intermediaries,
financial institutions, investment advisors and others that are engaged in the
sale of shares, or that may be advising shareholders of the Fund regarding the
purchase, sale or retention of Shares; (b) payments, including incentive
compensation, to securities dealers or other financial intermediaries, financial
institutions, investment advisors and others that hold shares for shareholders
in omnibus accounts or as shareholders of record or provide shareholder support
or administrative services to the Fund and its shareholders; (c) expenses of
maintaining personnel (including personnel of organizations with which the Trust
has entered into agreements related to this Plan) who engage in or support
distribution of shares or who render shareholder support services, including,
but not limited to, allocated overhead, office space and equipment, telephone
facilities and expenses, answering routine inquiries regarding the Trust,
processing shareholder transactions, and providing such other shareholder
services as the Trust may reasonably request; (d) costs of preparing, printing
and distributing prospectuses and statements of additional information and
reports of the Fund for recipients other than existing shareholders of the Fund;
(e) costs of formulating and implementing marketing and promotional activities,
including, but not limited to, sales seminars, direct mail promotions and
television, radio, newspaper, magazine and other mass media advertising; (f)
costs of preparing, printing and distributing sales literature; (g) costs of
obtaining such information, analyses and reports with respect to marketing and
promotional activities as the Trust may, from time to time, deem advisable; and
(h) costs of implementing and operating this Plan. The Trust is authorized to
engage in the activities listed above, and in any other activities related to
the distribution of Fund shares, either directly or through other persons with
which the Trust has entered into agreements related to this Plan.
The New Plan provides that the Fund will pay its investment adviser, The
Roosevelt Investment Group, Inc. (the "Adviser") an annual fee for the Adviser's
services in connection with the sales and promotion of the Fund, including its
distribution expenses, as described above. The annual fee paid to the Adviser,
calculated daily and paid monthly, will be 0.25% of the average daily net assets
of the Fund. The actual distribution related expenses incurred by the Adviser
may be less than the 12b-1 fees that the Adviser receives from the Fund.
Payments received by the Adviser under the New Plan are in addition to fees paid
by the Fund to the Adviser under the Management Agreement between the Adviser
and the Trust.
At least quarterly, the Treasurer of the Trust will provide to the Board of
Trustees of the Trust, and the Trustees will review, a written report of the
amounts expended under the Plan and any related agreement, and the purposes for
which such expenditures were made. The Plan will continue in effect until the
next annual approval of the Plan by the Board of Trustees and thereafter for
successive one year periods, but only if approved at least annually by a
majority of the Trust's Board of Trustees, including a majority of the
Disinterested Trustees, cast in person at a meeting called for the purpose of
voting on the Plan. All material amendments to the Plan must be approved by a
vote of the Board of Trustees of the Trust, including a majority of the
Disinterested Trustees, cast in person at a meeting called for the purpose of
voting on such amendments. Any amendment to the Plan that materially increases
the costs that the Fund may bear for distribution pursuant to the Plan must be
approved by a majority vote of the outstanding voting securities of the Fund.
The Plan may be terminated at any time by: (a) a majority vote of the
Disinterested Trustees, or (b) a vote of a majority of the outstanding voting
securities of the Fund.
If shareholders approve the New Plan, fees and expenses paid by Fund
shareholders will be affected as follows:
- ------------------------------------------------------------ ---------------------------- ----------------------------
SHAREHOLDER FEES CURRENT PROPOSED
(Fees Paid Directly From Your Investment)
- ------------------------------------------------------------ ---------------------------- ----------------------------
Maximum Sales Charge (Load) Imposed on Purchases (as a NONE NONE
percentage of offering price)
- ------------------------------------------------------------ ---------------------------- ----------------------------
Redemption Fee (as a percentage of amount redeemed, if NONE NONE
applicable)1
- ------------------------------------------------------------ ---------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (BEFORE
WAIVER/REIMBURSEMENT)
(Expenses That are Deducted From Fund Assets - (as a
percentage of average net assets))
- ------------------------------------------------------------ ---------------------------- ----------------------------
Management Fee2 1.00% 1.00%
- ------------------------------------------------------------ ---------------------------- ----------------------------
Distribution (12b-1) Fee 0.00% 0.25%
- ------------------------------------------------------------ ---------------------------- ----------------------------
Shareholder Services 0.00% 0.00%
Fee
- ------------------------------------------------------------ ---------------------------- ----------------------------
Other 0.07% 0.07%
Expenses
- ------------------------------------------------------------ ---------------------------- ----------------------------
Total Annual Fund Operating Expenses 1.07% 1.32%
- ------------------------------------------------------------ ---------------------------- ----------------------------
1. A wire transfer fee of $15 is charged to defray custodial charges for
redemptions paid by wire transfer. This fee is subject to change.
2. The Adviser pays all of the operating expenses of the 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 expenses incurred pursuant to Rule
12b-1 under the Investment Company Act of 1940.
The following example is intended to help you compare the cost of investing
in the Fund before and after adoption of the proposed New Plan. The example
assumes that you invest $10,000 in the Fund for the time periods indicated and
then redeem all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs and returns may
be higher or lower, based on these assumptions your costs would be:
- ------------------------------------------------------------ ---------------------------- ----------------------------
Current Proposed
- ------------------------------------------------------------ ---------------------------- ----------------------------
1 Year $109 $
- ------------------------------------------------------------ ---------------------------- ----------------------------
3 Year $340 $
- ------------------------------------------------------------ ---------------------------- ----------------------------
5 Year $590 $
- ------------------------------------------------------------ ---------------------------- ----------------------------
10 Year $1,306 $
- ------------------------------------------------------------ ---------------------------- ----------------------------
Evaluation By The Board of Trustees.
In deciding to recommend the adoption of the Plan, the Board of Trustees
considered a variety of factors. The Trustees also consulted with counsel who is
not counsel for the Adviser. The Board of Trustees believes that there is a
reasonable likelihood that the Plan will benefit the Fund and its shareholders,
and that the fees paid under the Plan are fair and reasonable in light of the
services to be provided.
The Trustees considered the circumstances giving rise to the need for the
Plan and whether the Plan addressed those needs. The Trustees discussed the fact
that the Fund has not been able to attract significantly greater assets, and
that the Plan is expected to attract and retain new assets. The Plan provides an
incentive to financial institutions to make the Fund available to their
customers and supplies the resources financial institutions need to provide high
quality shareholder servicing. The Trustees agreed that, with additional assets,
it becomes more feasible to further diversify the Fund when the Adviser believes
that further diversification is desirable. A larger portfolio will also allow
investment in additional types of securities that are not cost effective for, or
available to, smaller funds. The Trustees also noted that increased asset size
minimizes the impact of redemptions, and can simplify compliance with regulatory
requirements. The Board also discussed the "universal fee" arrangement with the
Adviser, under which the Adviser pays most of the operating expenses of the
Fund. They acknowledged that, due to the small size of the Fund, expenses have
far exceeded revenue and the Adviser has been subsidizing the Fund. The Board
members agreed that the Adviser was more likely to continue serving as the
investment adviser if the Fund grows and the subsidization is reduced or
eliminated. The Board of Trustees discussed whether the Plan was a reasonable
option considering the characteristics of the Fund and the type of investors to
which the Plan is directed. The Board noted that the actual distribution related
expenses incurred by the Adviser may be less than the 12b-1 fees that the
Adviser receives from the Fund. While the Trustees considered alternatives, such
as a plan under which the Fund reimburses the Adviser for actual expenditures,
it did not consider other alternatives to be as flexible as the proposed Plan.
In addition, the Trustees indicated that the level of distribution related
expenses incurred by the Adviser compared to the 12b-1 fees would be taken into
consideration annually when the Board considers the Plan for renewal. Finally,
the Board of Trustees considered whether any other party would benefit from the
Plan in addition to the Fund. The Board of Trustees recognized that a greater
level of fund assets could benefit the Adviser, by increasing its management fee
revenue to the extent that the Plan succeeds in attracting and retaining assets.
However, as stated above, a larger asset base also benefits Fund shareholders.
THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING THE DISINTERESTED TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE DISTRIBUTION
PLAN.
OPERATION OF THE FUND
The Fund is a diversified series of AmeriPrime Advisors Trust, an open-end
management investment company organized as an Ohio business trust on August 3,
1999. The Board of Trustees supervises the business activities of the Fund. Like
other mutual funds, the Trust retains various organizations to perform
specialized services. As described above, the Trust currently retains The
Roosevelt Investment Group, Inc., 317 Madison Avenue, Suite 1004, New York, New
York 10017, as its investment adviser. Unified Fund Services, Inc., 431 North
Pennsylvania Street, Indianapolis, Indiana 46204, ("Unified") has been retained
to manage the Trust's business affairs and provide the Trust with administrative
services, and to act as the Fund's transfer agent and fund accountant. The Trust
also retains Unified Financial Securities, Inc., 431 North Pennsylvania Street,
Indianapolis, Indiana 46204 (the "Distributor") to act as the principal
distributor of the Fund's shares.
THE PROXY
The Board of Trustees solicits proxies so that each shareholder has the
opportunity to vote on the proposals to be considered at the Meeting. A proxy
for voting your shares at the Meeting is enclosed. The shares represented by
each valid proxy received in time will be voted at the Meeting as specified. If
no specification is made, the shares represented by a duly executed proxy will
be voted for approval of the proposed Distribution Plan 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 _______, 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 Fund issued and outstanding as of the Record Date.
Only shareholders of record on the Record Date are entitled to vote at the
Meeting. Each shareholder is entitled to one (1) vote per share held, and
fractional votes for fractional shares held, on any matter submitted to a vote
at the Meeting. The presence, in person or by proxy, of the holders of at least
a majority of the aggregate number of shares of the Fund entitled to vote is
necessary to constitute a quorum for the Fund at the Meeting.
An affirmative vote of the holders of a majority of the outstanding shares
of the Fund is required for the approval of the proposed Distribution Plan. As
defined in the Investment Company Act, a vote of the holders of a majority of
the outstanding shares of a fund means the vote of (1) 67% or more of the voting
shares of the fund present at the meeting, if the holders of more than 50% of
the outstanding shares of the fund are present in person or represented by
proxy, or (2) more than 50% of the outstanding voting shares of the fund,
whichever is less.
Broker non-votes and abstentions will be considered present for purposes of
determining the existence of a quorum and the number of shares of the Fund
represented at the meeting, but they are not affirmative votes for any proposal.
As a result, with respect to approval of the proposed Distribution Plan,
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.
MANAGEMENT OF THE TRUST
Ronald C. Tritschler is a Trustee of the Trust and a shareholder of Unified
Financial Services, Inc., ("UFS") the parent company of Unified and the
Distributor. Anthony J. Ghoston, Thomas G. Napurano and Freddie Jacobs, Jr. are
President, Treasurer/Chief Financial Officer, and Secretary of the Trust,
respectively. Mr. Ghoston is also an Executive Vice President of Unified. Mr.
Napurano is Chief Financial Officer, Executive Vice President, and a Director of
the Distributor, Unified, and UFS. Mr. Jacobs is a Vice President of Unified. As
of _________, 2005, the Trust knows of no other Trustee or officer of the Trust
who has a material direct or indirect interest in Unified Financial Services,
Inc., Unified Fund Services, Inc., Unified Financial Securities, Inc., or The
Roosevelt Investment Group, Inc.
SECURITY OWNERSHIP OF MANAGEMENT
As of the Record Date, the Trustees and officers of the Trust beneficially
owned no shares of the Fund.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
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 Fund on the Record Date:
- ----------------------- ---------------------------- ---------------------------
Name and Address of Amount and Nature of Percentage of Outstanding
Beneficial Owner Beneficial Ownership 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 Fund.
SHAREHOLDER PROPOSALS AND ANNUAL MEETING
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.
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 Unified Fund
Services, Inc. Certain officers, employees and agents of the Trust and Unified
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 persons named as proxies 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 877-322-0576, 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
[June __, 2005]
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT PROMPTLY IN THE ENCLOSED REPLY ENVELOPE.
EXHIBIT 1
BULL MOOSE GROWTH FUND
PLAN OF DISTRIBUTION
PURSUANT TO RULE 12b-1
(Adopted ________, 2005)
WHEREAS, AmeriPrime Advisors Trust, an Ohio business trust (the "Trust"),
engages in business as an open-end management investment company and is
registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest without par value (the "Shares"), which may be divided into
one or more series of Shares ("Series"); and
WHEREAS, the Trust currently offers several Series, one of which is the
Bull Moose Growth Fund (the "Fund"); and
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "Disinterested Trustees"), having determined, in
the exercise of reasonable business judgment and in light of their fiduciary
duties under state law and under Section 36(a) and (b) of the 1940 Act, that
there is a reasonable likelihood that this Plan will benefit the Fund and its
shareholders, have approved this Plan, by votes cast in person at a meeting
called for the purpose of voting hereon and on any agreements related hereto;
NOW THEREFORE, the Trust hereby adopts this Plan for the Fund, in
accordance with Rule 12b-1 under the 1940 Act, on the following terms and
conditions:
1. Distribution Activities. Subject to the supervision of the Trustees of
the Trust, the Trust may, directly or indirectly, engage in any activities
related to the distribution of the Shares of the Fund, which activities may
include, but are not limited to, the following: (a) payments, including
incentive compensation, to securities dealers or other financial intermediaries,
financial institutions, investment advisors and others that are engaged in the
sale of Shares, or that may be advising shareholders of the Trust regarding the
purchase, sale or retention of Shares; (b) payments, including incentive
compensation, to securities dealers or other financial intermediaries, financial
institutions, investment advisors and others that hold Shares for shareholders
in omnibus accounts or as shareholders of record or provide shareholder support
or administrative services to the Fund and its shareholders; (c) expenses of
maintaining personnel (including personnel of organizations with which the Trust
has entered into agreements related to this Plan) who engage in or support
distribution of Shares or who render shareholder support services, including,
but not limited to, allocated overhead, office space and equipment, telephone
facilities and expenses, answering routine inquiries regarding the Trust,
processing shareholder transactions, and providing such other shareholder
services as the Trust may reasonably request; (d) costs of preparing, printing
and distributing prospectuses and statements of additional information and
reports of the Fund for recipients other than existing shareholders of the Fund;
(e) costs of formulating and implementing marketing and promotional activities,
including, but not limited to, sales seminars, direct mail promotions and
television, radio, newspaper, magazine and other mass media advertising; (f)
costs of preparing, printing and distributing sales literature; (g) costs of
obtaining such information, analyses and reports with respect to marketing and
promotional activities as the Trust may, from time to time, deem advisable; and
(h) costs of implementing and operating this Plan. The Trust is authorized to
engage in the activities listed above, and in any other activities related to
the distribution of Fund Shares, either directly or through other persons with
which the Trust has entered into agreements related to this Plan.
2. Annual Fee. The Fund will pay the Fund's investment adviser ("the
Adviser") an annual fee for the Adviser's services in connection with the sales
and promotion of the Fund, including its expenses in connection therewith
(collectively, "Distribution Expenses"). The annual fee paid to the Adviser
under this Plan will be calculated daily and paid monthly by the Fund on the
first day of each month at an annual rate of 0.25% of the average daily net
assets of the Fund. Payments received by the Adviser pursuant to this Plan are
in addition to fees paid by the Fund pursuant to the Management Agreement.
3. Term and Termination.
(a) This Plan shall become effective upon shareholder approval.
(b) This Plan shall remain in effect for the period of one year from the
date determined pursuant to paragraph 3(a) above and may be continued thereafter
if this Plan is approved at least annually by a majority of the Trust's Board of
Trustees and a majority of the Disinterested Trustees, cast in person at a
meeting called for the purpose of voting on such Plan.
(c) This Plan may be terminated at any time by the vote of a majority of
the Disinterested Trustees or by vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund. If this Plan is terminated,
the Fund will not be required to make any payments for expenses incurred after
the date of termination.
4. Amendments. All material amendments to this Plan must be approved in the
manner provided for annual renewal of this Plan in Section 3(b) hereof. In
addition, this Plan may not be amended to increase materially the amount of
expenditures provided for in Section 2 hereof unless such amendment is approved
by a vote of the majority of the outstanding voting securities of the Fund (as
defined in the 1940 Act).
5. Selection and Nomination of Trustees. While this Plan is in effect, the
selection and nomination of Trustees who are not interested persons (as defined
in the 1940 Act) of the Trust shall be committed to the discretion of the
Trustees who are not interested persons of the Trust.
6. Quarterly Reports. The Treasurer of the Trust shall provide to the
Trustees and the Trustees shall review, at least quarterly, a written report of
the amounts expended pursuant to this Plan and any related agreement and the
purposes for which such expenditures were made.
7. Recordkeeping. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 6 hereof, for a
period of not less than six years from the date of this Plan, the agreements or
such reports, as the case may be, the first two years in an easily accessible
place.
8. Limitation of Liability. A copy of the Agreement and Declaration of
Trust of the Trust is on file with the Secretary of the State of Ohio and notice
is hereby given that this Plan is executed on behalf of the Trustees of the
Trust as trustees and not individually and that the obligations of this
instrument are not binding upon the Trustees, the shareholders of the Trust
individually or the assets or property of any other series of the Trust, but are
binding only upon the assets and property of the Fund.
PROXY
BULL MOOSE GROWTH FUND
SPECIAL MEETING OF SHAREHOLDERS
_____________, 2005
The undersigned shareholder of the Bull Moose Growth Fund (the "Fund"), a
series of AmeriPrime Advisors Trust (the "Trust"), hereby nominates, constitutes
and appoints Anthony J. Ghoston, Freddie Jacobs, Jr., and Heather Barnes, 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 _________, 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 Distribution Plan
_ FOR _ AGAINST _ ABSTAIN
The Board of Trustees recommends a vote "FOR" 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)
_______________________________
(Signature of Joint 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.