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-11(c) or ss.240.14a-12
AMERIPRIME FUNDS
- --------------------------------------------------------------------------------
(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)(4) 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:
_______________________________________________________________
<PAGE>
AIT VISION U.S. EQUITY PORTFOLIO
1793 KINGSWOOD DRIVE, SUITE 200
SOUTHLAKE, TEXAS 76092
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 10, 1997
Dear Shareholders:
The Board of Trustees of AmeriPrime Funds (the "Trust"), an open-end
management investment company organized as an Ohio business trust, has called a
special meeting of the shareholders of AIT Vision U.S. Equity Portfolio (the
"Fund"), a series of the Trust, to be held at the Trust's principal executive
offices at 1793 Kingswood Drive, Suite 200, Southlake, Texas 76092 on Monday,
November 10, 1997 at 10:00 a.m., Eastern Standard Time, for the following
purposes:
1. Approval or disapproval of a proposed new management agreement
between the Fund and Advanced Investment Technology, Inc., on
substantially the same terms as the current management
agreement.
2. To transact such other business as may properly come before
the meeting or any adjournments thereof.
Shareholders of record at the close of business on October 20, 1997 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
JULIE A. FELEO
Secretary
Southlake, Texas
October 31, 1997
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.
<PAGE>
AIT VISION U.S. EQUITY PORTFOLIO
1793 KINGSWOOD DRIVE, SUITE 200
SOUTHLAKE, TEXAS 76092
------------
PROXY STATEMENT
------------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 10, 1997
------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of AmeriPrime Funds (the "Trust"), on behalf
of the AIT Vision U.S. Equity Portfolio series (the "Fund") for use at the
Special Meeting of Shareholders of the Fund (the "Meeting") to be held at the
Fund's principal executive offices at 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092 on Monday, November 10, 1997 at 10:00 a.m., Eastern
Standard Time, and at any and all adjournments thereof. The Notice of Meeting,
Proxy Statement and accompanying form of proxy will be first mailed on or about
November 3, 1997. The Meeting has been called to approve or disapprove a new
management agreement between the Fund and Advanced Investment Technology, Inc.
Other than its expiration date, the proposed new management agreement (the
"Proposed Agreement") is identical in form and terms to the current management
agreement.
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 form of
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 (i) for approval of the Proposed Agreement between the Fund and
Advanced Investment Technology, Inc.; and (ii) at the discretion of the holders
of the proxy on any other matter that may come before the meeting. Any
shareholder may revoke a proxy at any time before it is exercised by a
subsequently dated proxy card that is duly executed and delivered, by written
notice to the President of the Trust revoking the proxy or by attending and
voting in person at the Meeting.
VOTING SECURITIES AND VOTING
There were 361,849.462 shares of beneficial interest of the Fund
(the "Shares") issued and outstanding at the close of business on October 20,
1997, the record date for the purpose of determining the shareholders entitled
to notice of and to vote at the Meeting and any adjournment(s) thereof (the
"Record Date"). Only shareholders of record on the Record Date are entitled to
vote at the Meeting. Each holder of Shares is entitled to one (1) vote per Share
held, and fractional votes for fractional shares held of record, on the Record
Date 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 total number of
outstanding Shares is necessary to constitute a quorum at the Meeting.
An affirmative vote of the holders of a majority of the outstanding
Shares is required for the approval of the Proposed Agreement. As defined in the
Investment Company Act of 1940, as amended (the "Act"), a vote of the holders of
a majority of the outstanding Shares of the Fund means the vote of (i) 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 are present in person or represented by
proxy, or (ii) more than 50% of the outstanding voting Shares, whichever is
less. See "CONTROL SHARES" for information regarding a controlling shareholder.
Broker non-votes and abstentions will be considered present for
purposes of determining the existence of a quorum and the number of Shares
represented at the meeting, but since they are not affirmative votes for any
proposal, they will have the same effect as a vote against the proposal.
THE TRUST WILL SUPPLY WITHOUT COST, UPON WRITTEN REQUEST, A COPY OF THE
TRUST'S MOST RECENT ANNUAL REPORT AND THE MOST RECENT SEMI-ANNUAL REPORT
SUCCEEDING THE ANNUAL REPORT, IF ANY, WHICH INCLUDES FINANCIAL AND OTHER
<PAGE>
INFORMATION ABOUT THE FUND. SUCH REQUEST SHOULD BE DIRECTED TO MS. JULIE A.
FELEO, TREASURER, AMERIPRIME FUNDS, 1793 KINGSWOOD DRIVE, SUITE 200, SOUTHLAKE,
TEXAS 76092, TELEPHONE NUMBER (800) 298-1995.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information, as of October 20, 1997,
with respect to (i) each person (including any "group" as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) known by
the Trust to be the beneficial owner of more than 5% of the Fund's outstanding
Shares, (ii) each Trustee and officer of the Trust, and (iii) all Trustees and
officers of the Trust as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
---------------- ------------------ --------
<S> <C> <C>
LBS Capital Management 33523.828 9.265%
Resources Trust Company Cust.
P.O. Box 5900
Denver, CO 80217
U.S. Trust Company of Florida, 247575.024 68.419%
Trustee Killian Charitable
Remainder Unitrust DTD 12/1/94
765 Seagate Drive
Naples, FL 34103
Wootten Charitable Remainder Unitrust 27279.813 7.539%
DTD 4/30/97
Rike O. Wootten Trustee
1865 E. Cedar Ave.
Denver, CO 80209
All Trustees and Officers as a Group 2853.045 (1) *%
- -----------------------------
<FN>
1 Kenneth D. Trumpfheller, President and a Trustee of the Trust, may be
deemed to beneficially own 2853.045 shares as the sole shareholder of
AmeriPrime Financial Securities, Inc., the record holder of the Shares.
* Less than 1% of outstanding shares.
</FN>
</TABLE>
CONTROL SHARES
U.S. Trust Company of Florida, as Trustee of the Killian Charitable
Remainder Unitrust (hereinafter "U.S. Trust") controls the vote for 68.49% of
the outstanding shares of the Fund. As the controlling shareholder of the Fund,
the vote of U.S. Trust will determine whether or not the Proposed Agreement will
be approved. Raymond Killian may be deemed the beneficial owner of the shares to
be voted by U.S. Trust because he is a beneficiary of the Killian Charitable
Remainder Unitrust. Mr. Killian is currently a Director of the Adviser and it is
anticipated that he will remain a Director of the Adviser after the AIT
Purchase. It is also anticipated that the shares controlled by U.S. Trust will
be voted in favor of the Proposed Agreement.
- 2 -
<PAGE>
PROPOSAL I
APPROVAL OF THE PROPOSED AGREEMENT
INTRODUCTION
Advanced Investment Technology, Inc. ("AIT" or the "Adviser") serves as
investment adviser to the Fund pursuant to a management agreement effective
October 29, 1996 ("Current Agreement"), which was approved by the Board and by a
majority of the shareholders of the Fund (as defined by the Investment Company
Act) on July 26, 1996.
The Current Agreement provides that it shall automatically terminate in
the event of an assignment as defined in the Investment Company Act. State
Street Global Advisors ("SSgA"), a division of State Street Bank and Trust
Company, and AIT have entered into a letter of intent whereby SSgA will: (i)
purchase substantially all of the assets of AIT Research, the research and
development group of AIT, and (ii) purchase sixty percent (60%) of the shares of
common stock of AIT after the acquisition of AIT Research (hereinafter, the "AIT
Purchase"). A definitive agreement is being prepared and is anticipated to be
signed prior to consummation of the AIT Purchase. The AIT Purchase may be
contingent upon consents being obtained from clients of the Adviser other than
the Fund. Consummation of the AIT Purchase will constitute an assignment of the
Current Agreement. Therefore, the Proposed Agreement is hereby being proposed
for approval by the shareholders of the Fund. A form of the Proposed Agreement
is attached hereto as EXHIBIT A. OTHER THAN ITS EFFECTIVE AND EXPIRATION DATES,
THE PROPOSED AGREEMENT IS IDENTICAL IN FORM AND TERMS TO THE CURRENT AGREEMENT.
In the event that shareholders of the Fund do not approve the Proposed
Agreement and SSgA and AIT nonetheless proceed with the AIT Purchase, the
Current Agreement would terminate and the Trustees of the Trust would seek to
obtain interim advisory services for the Fund either from AIT or from another
advisory organization. Thereafter, the Trustees of the Trust would either
negotiate a new investment management agreement with an investment adviser
selected by the Trustees or make other appropriate arrangements, in either event
subject to approval by the shareholders of the Fund. If the AIT Purchase is not
consummated for any reason, the Current Agreement will remain in effect.
The Proposed Agreement will become effective on the date the AIT
Purchase is consummated or the date the shareholders approve the Proposed
Agreement, whichever occurs later. The Proposed Agreement will continue in
effect for two years from the effective date, and may continue thereafter on a
year-to-year basis, subject to approval by the Trustees of the Trust or the vote
of the holders of a majority of the outstanding shares of the Fund (as defined
in the Act), and also, in either event by a vote of the majority of the
disinterested Trustees of the Trust in accordance with the Act and pursuant to
the terms and conditions of the Proposed Agreement.
RECOMMENDATIONS OF THE BOARD OF TRUSTEES
The Board of Trustees of the Trust met in person on October 19, 1997 to
consider the AIT Purchase and its anticipated effects upon the Trust and the
Fund. As required under the Act, on October 19, 1997, the Board of Trustees of
the Trust, including the Trustees who are not interested persons of the Trust
(the "Disinterested Trustees"), unanimously voted to approve the Proposed
Agreement and to recommend it to the shareholders of the Fund for approval.
For information about the Board of Trustees' deliberations and the
reasons for their recommendations, please see "EVALUATION OF THE PROPOSED
AGREEMENT BY THE BOARD OF TRUSTEES".
THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING THE DISINTERESTED
TRUSTEES, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE
PROPOSED AGREEMENT.
- 3 -
<PAGE>
TERMS OF THE MANAGEMENT AGREEMENT
The Current Agreement has been effective since September 1, 1996. OTHER
THAN ITS EFFECTIVE AND EXPIRATION DATES, THE CURRENT AGREEMENT AND THE PROPOSED
AGREEMENT ARE IDENTICAL IN FORM AND TERMS (the Current Agreement and the
Proposed Agreement are hereafter collectively referred to as the "Agreements").
A Form of the Proposed Agreement is attached to this Proxy Statement as EXHIBIT
A. The Agreements require the Adviser to furnish the Fund with investment advice
and to manage its investments, subject to the approval of the Trust's Board of
Trustees.
Under the terms of the Agreements, the Adviser pays all of the
organizational and operating expenses of the Fund, except brokerage fees and
commissions, taxes, interest, fees and expenses of the non-interested person
trustees and extraordinary or non-reoccurring expenses as may arise. As
compensation for the Adviser's advisory services and agreement to pay the
expenses of the Fund, the Fund pays the Adviser a fee computed and accrued daily
and paid monthly at an annual rate of 0.70% of the average daily net assets of
the Fund. For the fiscal year ended October 31, 1997, the Adviser earned
$22,367 in fees.
The Agreements may be terminated upon sixty days written notice by the
Board of Trustees of the Trust, by a vote of a majority of the outstanding
voting securities of the Fund, or by the Adviser.
The Agreements provide that the Adviser provides the Fund with such
investment advice as it deems advisable; furnishes a continuous investment
program for the Fund consistent with the Fund's investment objectives and
policies; and determines the securities to be purchased for the Fund, the
portfolio securities to be held or sold by the Fund and the portion of the
Fund's assets to be held uninvested, subject always to the Fund's investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect, and subject further to such policies and instructions as the
Board may from time to time establish. The Agreements also provide that the
Adviser advises and assists the officers of the Trust in taking such steps as
are necessary or appropriate to carry out the decisions of the Board and the
appropriate committees of the Board regarding the conduct of the business of the
Fund.
In connection with purchases or sales of portfolio securities for the
account of the Fund, the Adviser arranges for the placing of all orders for the
purchase and sale of portfolio securities for the account with brokers or
dealers selected by the Adviser, subject to review of these selections by the
Board from time to time. The Adviser is responsible for the negotiation and
allocation of principal business and portfolio brokerage. In the selection of
such brokers or dealers and the placing of such orders, the Adviser must at all
times seek for the Fund the best qualitative execution, taking into account such
factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer.
The Adviser generally seeks favorable prices and commission rates that
are reasonable in relation to the benefits received. In seeking best qualitative
execution, the Agreements authorize the Adviser to select brokers or dealers who
also provide brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) to the Fund and/or the
other accounts over which the Adviser exercises investment discretion. The
Agreements also authorize the Adviser to pay a broker or dealer who provides
such brokerage and research services a commission for executing a Fund portfolio
transaction which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if the Adviser
determines in good faith that the amount of the commission is reasonable in
relation to the value of the brokerage and research services provided by the
executing broker or dealer. The determination may be viewed in terms of either a
particular transaction or the overall responsibilities of the Adviser with
respect to the Fund and to accounts over which the Adviser exercises investment
discretion. The Fund and the Adviser understand and acknowledge that, although
the information may be useful to the Fund and the Adviser, it is not possible to
place a dollar value on such information. The Board periodically reviews the
commissions paid by the Fund to determine if the commissions paid over
representative periods of time were reasonable in relation to the benefits to
the Fund.
Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc., and subject to seeking best qualitative execution
as described above, the Adviser may give consideration to sales of shares of the
Fund as a factor in the selection of brokers and dealers to execute Fund
portfolio transactions.
- 4 -
<PAGE>
Subject to the provisions of the Investment Company Act of 1940, as
amended, and other applicable law, the Adviser, any of its affiliates or any
affiliates of its affiliates may retain compensation in connection with
effecting the Fund's portfolio transactions, including transactions effected
through others. Investment Technology Group, Inc. ("ITG") is a shareholder of
the Adviser and is therefore an affiliate of the Adviser. For the fiscal year
ended October 31, 1997, ITG earned $7,674 in fees which represented 52.8%
of the total brokerage commissions paid by the Fund. The Adviser receives no
commissions for transactions effected by ITG.
If any occasion should arise in which the Adviser gives any advice to its
clients concerning the shares of the Fund, it will act solely as investment
counsel for such client and not in any way on behalf of the Fund. The Adviser's
services to the Fund pursuant to the Agreements are not to be deemed to be
exclusive and it is understood that the Adviser may render investment advice,
management and other services to others, including other registered investment
companies.
The Agreements state that the Adviser shall not be liable for any
damages, expenses or losses incurred by the Trust in connection with any error
of judgment, mistake of law, any act or omission connected with or arising out
of any services rendered under, or payments made pursuant to, the Agreements or
any other matter to which the Agreements relate, except by reason of willful
misfeasance, bad faith or gross negligence on the part of any such persons in
the performance of the Adviser's duties under the Agreements, or by reason of
reckless disregard by any of such persons of the Adviser's obligations and
duties under the Agreements.
Under the Agreements, the Trust and the Adviser acknowledge that all
rights to the name "AIT Vision" belong to the Adviser and that the Trust is
being granted a limited license to use such words in its Fund name or in any
class name. In the event the Adviser ceases to be the Adviser to the Fund, the
Trust's rights to the use of the name "AIT Vision" will automatically cease on
the ninetieth day following the termination of the Agreements. The use of the
name may also be withdrawn the Adviser during the term of the Agreements upon
ninety (90) days' written notice by the Adviser to the Trust. Nothing contained
in the Agreements impair or diminish in any respect, the Adviser's right to use
the name "AIT Vision" in the name of, or in connection with, any other business
enterprises with which the Adviser is or may become associated. There is no
charge to the Trust for the right to use the name.
No provisions of the Agreements may be changed, waived, discharged or
terminated orally, and no amendment of the Agreement are effective until
approved by the Board, including a majority of the trustees who are not
interested persons of the Adviser or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
current interpretations of the Act by the Securities and Exchange Commission) by
vote of the holders of a majority of the outstanding voting securities of the
series to which the amendment relates.
INFORMATION REGARDING THE AIT PURCHASE
State Street Global Advisors is an investment management division of
State Street Bank and Trust Company ("SSB"), a subsidiary of State Street
Corporation, 225 Franklin Street, Boston, Massachusetts 02110. State Street Bank
and Trust Company is a Boston-based publicly traded bank holding company with
approximately $3.5 trillion in assets under custody and $350 billion in assets
under management. The following persons currently own more than 10% of the
shares of AIT: Dean Barr, 311 Park Place Blvd., Suite 250, Clearwater, Florida
34619 (64.5%); Ganesh Mani, 311 Park Place Blvd., Suite 250, Clearwater, Florida
34619 (12.9%); and Investment Technology Group, Inc., 380 Madison Avenue, Fourth
Floor, New York, NY 10017 (21.0%). In the proposed transaction, Mr. Barr and Mr.
Mani are anticipated to sell some of their shares and State Street is
anticipated to receive 60% of the shares of AIT. Subsequent to the AIT Purchase,
it is anticipated that the following persons will own more than 10% of the
shares of AIT: Dean Barr, Investment Technology Group, Inc. and State Street
Global Advisors, 225 Franklin Street, Boston, Massachusetts 02110.
The professionals that are currently responsible for the management of
the Fund, Douglas W. Case, CFA and Susan Reigel, will continue to manage the
Fund following the agreement and Mr. Case will assume the role of President and
Chief Investment Officer at AIT. Dean Barr will serve dual roles as AIT's Chief
Executive Officer and Director of SSgA's Research Lab. AIT's current research
group of seven, including Mr. Barr, will combine with approximately eight
current SSgA employees to form SSgA's new global Research Lab. The Lab's
responsibilities will encompass furthering the quantitative investment research
for SSgA and AIT. AIT will have a research sharing agreement with SSgA which
will effectively increase the research resources (i.e., people, hardware,
software, and data) which drive the ongoing
- 5 -
<PAGE>
investment process of AIT. Therefore, it is anticipated that the overall effect
of the research agreement will be to enhance the resources available to the
Fund's current managers.
The names, addresses and principal occupations of the principal
executive officers and directors of AIT prior to the AIT Purchase are as
follows:
<TABLE>
<CAPTION>
NAME AND ADDRESS: TITLE OR STATUS: PRINCIPAL OCCUPATION
- ----------------- ---------------- --------------------
<S> <C> <C>
Dean Barr Chairman, Chairman, CEO, CIO,
311 Park Place Blvd., Suite 250 CIO, CEO, Director Director of AIT
Clearwater, FL 34619
Bryan Stypul Treasurer CFO of AIT
311 Park Place Blvd., Suite 250
Clearwater, FL 34619
Ganesh Mani Director Research Director of AIT
311 Park Place Blvd., Suite 250
Clearwater, FL 34619
Scott Mason Director President and CEO of Investment
380 Madison Avenue, Fourth Floor Technology Group, Inc.
New York, NY 10017
Raymond Killian Director Chairman of the Board of Investment
380 Madison Avenue, Fourth Floor Technology Group, Inc.
New York, NY 10017
David Cushing Director Research Director of
380 Madison Avenue, Fourth Floor Investment Technology Group,
New York, NY 10017 Inc.
The names, addresses and principal occupations of the persons
anticipated to be the principal executive officers and directors of AIT
subsequent to the AIT Purchase are as follows:
NAME AND ADDRESS: TITLE OR STATUS: PRINCIPAL OCCUPATION
- ----------------- ---------------- --------------------
Dean Barr CEO, Director CEO,
380 Madison Avenue, Fourth Floor Director of AIT
New York, NY 10017
Douglas Case President, Director CFO of AIT
311 Park Place Blvd.,
Suite 250
Clearwater, FL 34619
Bryan Stypul Treasurer CFO of AIT
311 Park Place Blvd., Suite 250
Clearwater, FL 34619
<PAGE>
Raymond Killian Director Chairman of the Board of Investment
380 Madison Avenue, Fourth Floor Technology Group, Inc.
New York, NY 10017
Nicholas Lopardo Director Chairman and CEO of State Street Global
225 Franklin Street Advisors
Boston, MA 02110
John Snow Director Managing Director of State Street Global
225 Franklin Street Advisors
Boston, MA 02110
Marc Simmons Director Principal of State Street Global Advisors
225 Franklin Street
Boston, MA 02110
Alan Brown Director CIO of State Street Global Advisors
225 Franklin Street
Boston, MA 02110
</TABLE>
EVALUATION OF THE PROPOSED AGREEMENT BY THE BOARD OF TRUSTEES
The Board has determined that continuity and efficiency of portfolio
management services after the AIT Purchase can best be assured by approving the
Proposed Agreement. The Board believes that the Proposed Agreement will enable
the Trust to continue to obtain advisory services of high quality at costs which
it deems appropriate and reasonable and that approval of the Proposed Agreement
is in the best interests of the Trust and the shareholders of the Fund.
At a meeting of the Board of Trustees held on October 19, 1997, the
Board, including the Disinterested Trustees, evaluated the AIT Purchase. In
evaluating the AIT Purchase, the Board, including the Disinterested Trustees,
requested and reviewed, with the assistance of legal counsel, materials
furnished by AIT and SSgA, including financial information.
Based on its review, the Board of Trustees believes that the terms of
the AIT Purchase are fair to, and in the best interests of, the Trust and the
Fund's shareholders. Accordingly, the Board of Trustees, including the
Disinterested Trustees, unanimously recommends approval by the shareholders of
the Proposed Agreement. In making this recommendation, the Trustees primarily
evaluated (i) the experience, reputation, qualifications and background of AIT's
investment personnel, (ii) the nature and quality of operations and services
that AIT is expected to provide the Fund with no change in fee rates, (iii) the
benefits of continuity in services to be provided under the Proposed Agreement,
(iv) the aspects of the AIT Purchase that would affect the ability of AIT to
retain and attract qualified personnel and (v) the ownership of the Adviser both
before and after the AIT Purchase.
The Trustees also gave careful consideration to factors deemed relevant
to the Trust and the Fund, including, but not limited to: (1) the performance of
the Fund since commencement of its operations; (2) the distinct investment
objective and policies of the Fund, (3) that the compensation to be paid under
the Proposed Agreement will be the same as the rate paid under the Current
Agreement; (4) that the terms of the Proposed Agreement are identical to the
terms of the Current Agreement, except for different effective and expiration
dates; (5) the financial conditions of AIT and SSB; (6) the commitment of AIT to
pay or reimburse the Trust for expenses incurred in connection with the AIT
Purchase; (7) the benefits expected to be realized as a result of SSB's
ownership of AIT; and (8) other factors deemed relevant.
The Board viewed as significant the representation of SSgA and AIT that
the same persons who are presently responsible for the investment advisory
operations of AIT will continue in such positions following the AIT Purchase,
that no changes in the investment adviser's method of operation or location, and
that no diminution of the scope and quality
- 7 -
<PAGE>
of advisory services provided to the Fund will result from the AIT Purchase. The
Board also considered it significant that the majority shareholders would retain
a material interest in the Adviser. The Board noted that the balance sheet of
AIT would not be greatly affected by the AIT Purchase and that the expense ratio
of the Fund was substantially lower than those of similar funds.
BASED ON THE ABOVE, AND OTHER CONSIDERATIONS, THE BOARD UNANIMOUSLY
RECOMMENDED APPROVAL OF THE PROPOSED AGREEMENT AND ITS SUBMISSION TO
SHAREHOLDERS OF THE FUND FOR THEIR APPROVAL. The Proposed Agreement will become
effective on the date the AIT Purchase is consummated or the date the
shareholders approve the Proposed Agreement, whichever occurs later. The
Proposed Agreement will continue in effect for two years from the effective
date, and thereafter for successive annual periods as long as such continuance
is approved in accordance with the Investment Company Act.
THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING THE DISINTERESTED
TRUSTEES, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE
PROPOSED AGREEMENT.
OPERATION OF THE FUND
The Fund is a diversified series of AmeriPrime Funds, an open-end
management investment company organized as an Ohio business trust on August 8,
1995. The Board of Trustees supervises the business activities of the Fund. Like
other mutual funds, the Fund retains various organizations to perform
specialized services.
The Fund retains Advanced Investment Technology, Inc., 311 Park Place
Blvd., Suite 250, Clearwater, Florida 34619 (the "Adviser") to manage the Fund's
investments. The Fund retains AmeriPrime Financial Services, Inc. (the
"Administrator"), 1793 Kingswood Drive, Suite 200, Southlake, Texas 76092, to
manage the Fund's business affairs and provide the Fund with administrative
services, including all regulatory reporting and necessary office equipment,
personnel and facilities. The Fund retains American Data Services, Inc., P.O.
Box 5536, Hauppauge, New York 11788-0132 (the "Transfer Agent") to serve as
transfer agent, dividend paying agent and shareholder service agent. The Trust
retains AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092 (the "Distributor") to act as the principal distributor
of the Fund's shares. Kenneth D. Trumpfheller, officer and sole shareholder of
the Administrator and the Distributor, is an officer and trustee of the Trust.
The services of the Administrator, Transfer Agent and Distributor are operating
expenses paid by the Adviser.
SHAREHOLDER PROPOSALS
The Trust has not received any shareholder proposals to be considered
for presentation at the Meeting. Under the proxy rules of the SEC, shareholder
proposals may, under certain conditions, be included in the Trust's proxy
statement and proxy for a particular annual meeting. Under these rules,
proposals submitted for inclusion in the Trust's proxy material for the next
annual meeting after the meeting to which this proxy statement relates must be
received by the Trust 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 material, since there are other requirements
in the proxy rules relating to such inclusion.
Shareholders should be aware that under the law of the state in which
the Trust is established, Ohio, 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. As it is the
intention of the Board of Trustees not to hold annual shareholder meetings in
the future unless required to do so under the Investment Company Act, there can
be no assurance that shareholder proposals validly submitted to the Trust will
be acted upon at a regularly scheduled annual shareholder meeting.
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<PAGE>
COST OF SOLICITATION
The cost of preparing and mailing this Proxy Statement, the
accompanying Notice of Special Meeting and Proxy and any additional material
relating to the meeting and the cost of soliciting proxies will be borne by the
Fund's investment adviser, Advanced Investment Technology, Inc. In addition to
solicitation by mail, the Trust will request banks, brokers and other custodial
nominees and fiduciaries to supply proxy material to the beneficial owners of
shares of whom they have knowledge, and will reimburse them for their expenses
in so doing. Certain officers and employees of the Trust 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. However, if any other matters
properly come before the meeting, the holders of the proxy will vote the shares
represented by the proxy on such matters in accordance with their judgment, and
discretionary authority to do so is included in the proxy.
BY ORDER OF THE BOARD OF TRUSTEES
JULIE A. FELEO
Secretary
Dated October 31, 1997
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<PAGE>
<PAGE>
PROXY
AIT VISION U.S. EQUITY PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 10, 1997
The undersigned shareholder of AIT Vision U.S. Equity Portfolio (the
"Fund") hereby nominates, constitutes and appoints Kenneth D. Trumpfheller and
Julie A. Feleo, and each of them, the attorney, agent and proxy of the
undersigned, with full powers of substitution, to vote all the stock of the Fund
which the undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held at 1793 Kingswood Drive, Suite 200, Southlake, Texas
76092, on Monday, November 10, 1997 at 10:00 a.m. Eastern Standard 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:
1. APPROVAL OF PROPOSED AGREEMENT BETWEEN THE FUND AND ADVANCED
INVESTMENT TECHNOLOGY, INC.
__ FOR __ AGAINST __ ABSTAIN
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ON PROPOSAL 1. 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:______________, 1997
- -----------------------------------------------
(Number of Shares) (Please Print Your Name)
- -----------------------------------------------
(Signature of Shareholder)
- -----------------------------------------------
(Please Print Your Name)
- -----------------------------------------------
(Signature of
Shareholder) (Please date
this proxy and sign your
name as it appears on the
label. Executors,
administrators, trustees,
etc. should give their
full titles. All joint
owners should sign.)
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUST'S BOARD OF TRUSTEES, AND MAY BE
REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE PRESIDENT OF THE TRUST AN
INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR
BY APPEARING IN PERSON AND VOTING AT THE MEETING.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY.
<PAGE>
EXHIBIT A
MANAGEMENT AGREEMENT
TO: Advanced Investment Technology, Inc.
311 Park Place Blvd.
Clearwater, Florida 34619
Dear Sirs:
AmeriPrime Funds (the "Trust") herewith confirms our agreement with
you.
The Trust has been organized to engage in the business of an investment
company. The Trust currently offers several series of shares to investors, one
of which is the AIT Vision U.S. Equity Portfolio (the "Fund").
You have been selected to act as the sole investment adviser of the
Fund and to provide certain other services, as more fully set forth below, and
you are willing to act as such investment adviser and to perform such services
under the terms and conditions hereinafter set forth. Accordingly, the Trust
agrees with you as follows.
1. ADVISORY SERVICES
You will regularly provide the Fund with such investment
advice as you in your discretion deem advisable and will furnish a continuous
investment program for the Fund consistent with the Fund's investment objectives
and policies. You will determine the securities to be purchased for the Fund,
the portfolio securities to be held or sold by the Fund and the portion of the
Fund's assets to be held uninvested, subject always to the Fund's investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect, and subject further to such policies and instructions as the
Board may from time to time establish. You will advise and assist the officers
of the Trust in taking such steps as are necessary or appropriate to carry out
the decisions of the Board and the appropriate committees of the Board regarding
the conduct of the business of the Fund.
2. ALLOCATION OF CHARGES AND EXPENSES
You will pay all organizational and operating expenses of the
Fund, including the compensation and expenses of any employees of the Fund and
of any other persons rendering any services to the Fund; clerical and
shareholder service staff salaries; office space and other office expenses; fees
and expenses incurred by the Fund in connection with membership in investment
company organizations; legal, auditing and accounting expenses; expenses of
registering shares under federal and state securities laws, including expenses
incurred by the Fund in connection with the organization and initial
registration of shares of the Fund; insurance expenses; fees and expenses of the
custodian, transfer agent, dividend disbursing agent, shareholder service agent,
plan agent, administrator, accounting and pricing services agent and underwriter
of the Fund; expenses, including clerical expenses, of issue, sale, redemption
or repurchase of shares of the Fund; the cost of preparing and distributing
reports and notices to shareholders, the cost of printing or preparing
prospectuses and statements of additional information for delivery to the Fund's
current and prospective shareholders; the cost of printing or preparing stock
certificates or any other documents, statements or reports to shareholders;
expenses of shareholders' meetings and proxy solicitations; advertising,
promotion and other expenses incurred directly or indirectly in connection with
the sale or distribution of the Fund's shares; and all other organizational and
operating expenses not specifically assumed by the Fund.
The Fund will pay all brokerage fees and commissions, taxes,
interest, fees and expenses of the non- interested person trustees and such
extraordinary or non-recurring expenses as may arise, including litigation to
which the Fund may be a party and indemnification of the Trust's trustees and
officers with respect thereto. You may obtain reimbursement from the Fund, at
such time or times as you may determine in your sole discretion, for any of the
expenses advanced by you, which the Fund is obligated to pay, and such
reimbursement shall not be considered to be part of your compensation pursuant
to this Agreement.
3. COMPENSATION OF THE ADVISER
For all of the services to be rendered and payments to be made
as provided in this Agreement, as of the last business day of each month, the
Fund will pay you a fee at the annual rate of 0.70% of the average value of its
daily net assets.
<PAGE>
The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable provisions of the Declaration of Trust of
the Trust or a resolution of the Board, if required. If, pursuant to such
provisions, the determination of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the business day, or as of such other time
as the value of the Fund's net assets may lawfully be determined, on that day.
If the determination of the net asset value of the Fund has been suspended for a
period including such month, your compensation payable at the end of such month
shall be computed on the basis of the value of the net assets of the Fund as
last determined (whether during or prior to such month).
4. EXECUTION OF PURCHASE AND SALE ORDERS
In connection with purchases or sales of portfolio securities
for the account of the Fund, it is understood that you will arrange for the
placing of all orders for the purchase and sale of portfolio securities for the
account with brokers or dealers selected by you, subject to review of this
selection by the Board from time to time. You will be responsible for the
negotiation and the allocation of principal business and portfolio brokerage. In
the selection of such brokers or dealers and the placing of such orders, you are
directed at all times to seek for the Fund the best qualitative execution,
taking into account such factors as price (including the applicable brokerage
commission or dealer spread), the execution capability, financial responsibility
and responsiveness of the broker or dealer and the brokerage and research
services provided by the broker or dealer.
You should generally seek favorable prices and commission
rates that are reasonable in relation to the benefits received. In seeking best
qualitative execution, you are authorized to select brokers or dealers who also
provide brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) to the Fund and/or the other
accounts over which you exercise investment discretion. You are authorized to
pay a broker or dealer who provides such brokerage and research services a
commission for executing a Fund portfolio transaction which is in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if you determine in good faith that the amount of the
commission is reasonable in relation to the value of the brokerage and research
services provided by the executing broker or dealer. The determination may be
viewed in terms of either a particular transaction or your overall
responsibilities with respect to the Fund and to accounts over which you
exercise investment discretion. The Fund and you understand and acknowledge
that, although the information may be useful to the Fund and you, it is not
possible to place a dollar value on such information. The Board shall
periodically review the commissions paid by the Fund to determine if the
commissions paid over representative periods of time were reasonable in relation
to the benefits to the Fund.
Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking best qualitative
execution as described above, you may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute Fund
portfolio transactions.
Subject to the provisions of the Investment Company Act of
1940, as amended, and other applicable law, you, any of your affiliates or any
affiliates of your affiliates may retain compensation in connection with
effecting the Fund's portfolio transactions, including transactions effected
through others. If any occasion should arise in which you give any advice to
clients of yours concerning the shares of the Fund, you will act solely as
investment counsel for such client and not in any way on behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to be deemed to be
exclusive and it is understood that you may render investment advice, management
and other services to others, including other registered investment companies.
5. LIMITATION OF LIABILITY OF ADVISER
You may rely on information reasonably believed by you to be
accurate and reliable. Except as may otherwise be required by the Investment
Company Act of 1940 or the rules thereunder, neither you nor your shareholders,
officers, directors, employees, agents, control persons or affiliates of any
thereof shall be subject to any liability for, or any damages, expenses or
losses incurred by the Trust in connection with, any error of judgment, mistake
of law, any act or omission connected with or arising out of any services
rendered under, or payments made pursuant to, this Agreement or any other matter
to which this Agreement relates, except by reason of willful
misfeasance, bad faith or gross negligence on the part of any such persons in
the performance of your duties under
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<PAGE>
this Agreement, or by reason of reckless disregard by any of such persons of
your obligations and duties under this Agreement.
Any person, even though also a director, officer, employee,
shareholder or agent of you, who may be or become an officer, director, trustee,
employee or agent of the Trust, shall be deemed, when rendering services to the
Trust or acting on any business of the Trust (other than services or business in
connection with your duties hereunder), to be rendering such services to or
acting solely for the Trust and not as a director, officer, employee,
shareholder or agent of you, or one under your control or direction, even though
paid by you.
6. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall take effect on ________________________,
and shall remain in force for a period of two (2) years from the date of its
execution, and from year to year thereafter, subject to annual approval by (i)
the Board or (ii) a vote of a majority (as defined in the Investment Company Act
of 1940) of the outstanding voting securities of the Fund, provided that in
either event continuance is also approved by a majority of the trustees who are
not "interested persons," as defined in the Investment Company Act of 1940, of
you or the Trust, by a vote cast in person at a meeting called for the purpose
of voting such approval.
If the shareholders of the Fund fail to approve the Agreement
in the manner set forth above, upon request of the Board, you will continue to
serve or act in such capacity for the Fund for the period of time pending
required approval of the Agreement, of a new agreement with you or a different
adviser or other definitive action; provided that the compensation to be paid by
the Fund to you for your services to and payments on behalf of the Fund will be
equal to the lesser of your actual costs incurred in furnishing such services
and payments or the amount you would have received under this Agreement for
furnishing such services and payments.
This Agreement may, on sixty days written notice, be
terminated with respect to the Fund, at any time without the payment of any
penalty, by the Board, by a vote of a majority of the outstanding voting
securities of the Fund, or by you. This Agreement shall automatically terminate
in the event of its assignment.
7. USE OF NAME
The Trust and you acknowledge that all rights to the name "AIT
Vision" belongs to you, and that the Trust is being granted a limited license to
use such words in its Fund name or in any class name. In the event you cease to
be the adviser to the Fund, the Trust's right to the use of the name "AIT
Vision" shall automatically cease on the ninetieth day following the termination
of this Agreement. The right to the name may also be withdrawn by you during the
term of this Agreement upon ninety (90) days' written notice by you to the
Trust. Nothing contained herein shall impair or diminish in any respect, your
right to use the name "AIT Vision" in the name of, or in connection with, any
other business enterprises with which you are or may become associated. There is
no charge to the Trust for the right to use these names.
8. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this Agreement shall be
effective until approved by the Board, including a majority of the trustees who
are not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
current interpretations of the Act by the Securities and Exchange Commission) by
vote of the holders of a majority of the outstanding voting securities of the
series to which the amendment relates.
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
The term "AmeriPrime Funds" means and refers to the Trustees
from time to time serving under the Trust's Declaration of Trust as the same may
subsequently thereto have been, or subsequently hereto be, amended. It is
expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been
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<PAGE>
authorized by the trustees and shareholders of the Trust and signed by officers
of the Trust, acting as such, and neither such authorization by such trustees
and shareholders nor such execution and delivery by such officers shall be
deemed to have been made by any of them individually or to impose any liability
on any of them personally, but shall bind only the trust property of the Trust
as provided in its Declaration of Trust. A copy of the Agreement and Declaration
of Trust of the Trust is on file with the Secretary of the State of Ohio.
10. SEVERABILITY
In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.
11. QUESTIONS OF INTERPRETATION
(a) This Agreement shall be governed by the laws of the State
of Ohio.
(b) Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the Investment Company Act of 1940, as amended (the "Act") shall be
resolved by reference to such term or provision of the Act and to interpretation
thereof, if any, by the United States courts or in the absence of any
controlling decision of any such court, by rules, regulations or orders of the
Securities and Exchange Commission issued pursuant to said Act. In addition,
where the effect of a requirement of the Act, reflected in any provision of this
Agreement is revised by rule, regulation or order of the Securities and Exchange
Commission, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
12. NOTICES
Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust is
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092, and your address for
this purpose shall be 311 Park Place Boulevard, Clearwater, Florida 34619.
13. COUNTERPARTS
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
14. BINDING EFFECT
Each of the undersigned expressly warrants and represents that
he has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his signature will operate to bind the party indicated
to the foregoing terms.
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<PAGE>
15. CAPTIONS
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
If you are in agreement with the foregoing, please sign the
form of acceptance on the accompanying counterpart of this letter and return
such counterpart to the Trust, whereupon this letter shall become a binding
contract upon the date thereof.
Yours very truly,
ATTEST: AmeriPrime Funds
_________________________________ By _____________________
Name/Title: ______________________ Kenneth D. Trumpfheller, President
Dated: _________________, 1997
ACCEPTANCE
----------
The foregoing Agreement is hereby accepted.
ATTEST: Advanced Investment Technology, Inc.
__________________________________ By _______________________________
Name/Title: ______________________ Name/Title: ______________________
Dated: _______________, 1997
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