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 toss.240.14a-11(c) orss.240.14a-12
AMERIPRIME FUNDS
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(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:
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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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5) Total fee paid:
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|_| 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
GLOBALT GROWTH FUND
1793 KINGSWOOD DRIVE, SUITE 200
SOUTHLAKE, TEXAS 76092
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD [ ], 2000
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 the Globalt Growth Fund series of the
Trust, to be held at 175 Westwood, Southlake, Texas 76092 on [ ], 2000 at [ ]
a.m., Central Standard Time, for the following purposes:
1. Approval of a new management agreement between the Trust (on behalf of the
GLOBALT Growth Fund) and GLOBALT, Inc., the GLOBALT Growth Fund's current
investment adviser. NO FEE INCREASE IS PROPOSED.
2. Ratification of the selection of McCurdy & Associates CPA's, Inc. as the
independent public accountants for the GLOBALT Growth Fund for the fiscal
year ending October 31, 2000.
3. Transaction of such other business as may properly come before the meeting
or any adjournment(s) thereof.
Shareholders of record at the close of business on [ ], 2000 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
KENNETH D. TRUMPFHELLER
Secretary
[ ], 2000
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE OR BY FAXING IT TO
317-266-8756, WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING. IF YOU
ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
GLOBALT GROWTH FUND
1793 KINGSWOOD DRIVE, SUITE 200
SOUTHLAKE, TEXAS 76092
------------
PROXY STATEMENT
------------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD [ ], 2000
------------
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 GLOBALT Growth Fund (the "Fund") for use at the Special Meeting of
Shareholders of the Fund (the "Meeting") to be held at 175 Westwood, Southlake,
Texas 76092 on [ ], 2000 at [ ] a.m., Central Standard Time, and at any and all
adjournments thereof. The Notice of Meeting, Proxy Statement and accompanying
form of proxy will first be mailed to shareholders on or about [ ], 2000.
Angela Z. Allen currently owns 51% of GLOBALT, Inc., the Fund's investment
adviser. Samuel E. Allen, her husband, and others have agreed to purchase her
shares, resulting in a change of control of the adviser. Pursuant to the
Investment Company Act of 1940, as amended (the "Investment Company Act"), a
transaction which results in a change of control or management of an investment
adviser may be deemed an "assignment." The Investment Company Act further
provides that an investment advisory agreement will automatically terminate in
the event of an assignment. As a result, the shareholders are being asked to
consider the following proposals:
1. Approval of a new management agreement between the Trust (on
behalf of the Fund) and GLOBALT, Inc..
2. Ratification of the selection of McCurdy & Associates CPA's, Inc.
as the independent public accountants for the Fund for the fiscal year
ending October 31, 2000.
3. Transaction of any other business, not currently contemplated,
that may properly come before the meeting or any adjournment thereof.
A COPY OF THE FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED OCTOBER 31,
1999, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, IS AVAILABLE AT NO CHARGE BY
MAKING A WRITTEN REQUEST DIRECTED TO MR. KENNETH D. TRUMPFHELLER, SECRETARY,
AMERIPRIME FUNDS, 1793 KINGSWOOD DRIVE, SUITE 200, SOUTHLAKE, TEXAS 76092 OR BY
CALLING THE FUND AT 1-877-289-4769.
<PAGE>
PROPOSAL 1
NEW MANAGEMENT AGREEMENT WITH GLOBALT, INC.
BACKGROUND
Angela Z. Allen currently owns 51% of the shares of GLOBALT, Inc.
Accordingly, Angela Allen is deemed a "controlling person" of the Fund's
investment adviser, pursuant to the Investment Company Act. Samuel E. Allen has
agreed to purchase most of Angela Allen's shares. Upon this acquisition, he will
own 62.5% of GLOBALT, Inc., and Samuel Allen will become a "controlling person"
of GLOBALT, Inc. The remainder of Angela Allen's shares will be purchased by
employees of GLOBALT, Inc.
Under the Investment Company Act, a transaction which results in a change
of control or management of an investment adviser may be deemed an "assignment."
The Investment Company Act further provides that an investment advisory
agreement will automatically terminate in the event of its assignment. Samuel
Allen's acquisition of additional shares of GLOBALT, Inc. constitutes a "change
in control" of GLOBALT Inc. for purposes of the Investment Company Act and will
cause the "assignment" and resulting termination of the present management
agreement.
THE PRESENT MANAGEMENT AGREEMENT
GLOBALT Inc. currently provides investment advisory services to the Fund
pursuant to a management agreement between the Trust and GLOBALT, Inc. The
agreement requires GLOBALT Inc. to furnish an investment program for the Fund
and to determine which securities to purchase and sell and what portion of the
Fund's assets to keep uninvested.
The management agreement, dated November 1, 1995, was approved by the
shareholders in 1995 upon the formation of the Fund. The present management
agreement was last approved by the Board of Trustees, including a majority of
the Trustees who are not interested persons, as defined in the Investment
Company Act, of GLOBALT, Inc., (the "Independent Trustees"), on September 22,
1999. GLOBALT, Inc. currently receives an advisory fee of 1.17% of the average
daily net assets of the Fund pursuant to the present management agreement.
During the fiscal year ended October 31, 1999, the Fund paid to GLOBALT, Inc.
advisory fees of $116,771.
THE NEW MANAGEMENT AGREEMENT.
----------------------------
The Fund will enter into a new management agreement with GLOBALT, Inc. The
terms and conditions of the new management agreement are substantially identical
in all material respects to those of the present management agreement, with the
following exceptions:
o For the new management agreement, the date of its execution,
effectiveness, and termination are changed.
o For the new management agreement, the description of the expenses paid by
the Fund has been revised to clarify that the Fund pays all of its
borrowing costs (including dividend expense on securities sold short), not
just interest expense.
o The Fund's present management agreement requires GLOBALT, Inc. to pay
all distribution expenses of the Fund, including expenses incurred
pursuant to any distribution plan under Rule 12b-1 of the Investment
Company Act ("12b-1 Plan"). The new management agreement for the Fund
requires the Fund to pay its 12b-1 Plan expenses. This change would
permit the Fund to add a new class of shares in the future with a 12b-1
Plan, and the new class would pay its 12b-1 Plan expenses. YOU SHOULD
NOTE THAT THIS CHANGE IN THE PROPOSED MANAGEMENT AGREEMENT WILL HAVE NO
IMPACT ON YOUR SHARES. The management fee will be unchanged, and no
distribution expenses can be borne by the existing class of shares of
the Fund unless the shareholders of the class approve a 12b-1 Plan. NO
12B-1 PLAN IS CONTEMPLATED FOR THE EXISTING CLASS OF THE FUND AT THIS
TIME.
Under the new management agreement, GLOBALT, Inc. will select portfolio
securities for investment by the Fund, purchase and sell securities of the Fund,
and upon making any purchase or sale decision, place orders for the execution of
such portfolio transactions, all in accordance with the Investment Company Act
and any rules thereunder, the supervision and control of the Board of Trustees
of the Trust, such specific instructions as the Board of Trustees may adopt and
communicate to GLOBALT, Inc., and the investment objective, policies and
restrictions of the Fund.
GLOBALT, Inc. will receive from the Fund a fee at an annual rate of
1.17% of the average value of the daily net assets of the Fund. This is the
same fee that GLOBALT, Inc. currently receives from the Fund under the
present management agreement.
If the new management agreement is approved by shareholders of the Fund
prior to the change of control of GLOBALT, Inc., the new management agreement
will become effective when the change of control is completed. If a new
management agreement is approved by shareholders of the Fund after the change of
control, the new management agreement will become effective upon shareholder
approval. The new management agreement provides that it will remain in force for
an initial term of two years, and from year to year thereafter, subject to
annual approval by (a) the Board of Trustees or (b) a vote of a majority (as
defined in the Investment Company Act) of the outstanding shares of the Fund;
provided that in either event continuance is also approved by a majority of the
Independent Trustees, by a vote cast in person at a meeting called for the
purpose of voting on such approval. The new management agreement may be
terminated at any time, on sixty days written notice, without the payment of any
penalty, by the Board of Trustees, by a vote of the majority of the outstanding
voting securities of the Fund, or by GLOBALT, Inc. The new management agreement
automatically terminates in the event of its assignment.
The new management agreement provides that GLOBALT, Inc. shall not be
liable for any error of judgment or mistake of law or any loss suffered by the
Fund, except a loss resulting from GLOBALT, Inc.'s willful misfeasance, bad
faith or gross negligence, or GLOBALT, Inc.'s reckless disregard of its
obligations.
The new management agreement for the Fund is attached as Exhibit A. You
should read the agreement. The description in this Proxy Statement of the new
management agreement is only a summary.
Samuel Allen's acquisition of additional shares of GLOBALT, Inc., and the
subsequent change in control of GLOBALT, Inc. is anticipated to occur on or
about [ ], 2000. In the event that shareholder approval for the new management
agreement is not obtained by [ ], 2000, it is anticipated that the acquisition
will be postponed and the Meeting will be adjourned. The Board of Trustees will
continue to solicit shareholder votes until the new management agreement is
approved.
INFORMATION CONCERNING GLOBALT, INC.
GLOBALT, Inc., 3060 Peachtree Road, N.W., One Buckhead Plaza, Suite 225,
Atlanta, Georgia 30305, currently serves as investment adviser to the Fund.
GLOBALT, Inc. manages large capitalization equity, medium capitalization equity,
balanced and fixed income portfolios for a variety of tax-exempt and taxable
clients. Angela Allen beneficially owns 51% of GLOBALT, Inc. Samuel Allen
beneficially owns 20% of GLOBALT, Inc. Cumulatively, Angela and Samuel Allen
beneficially own 71% of GLOBALT, Inc.
The table below gives the name and principal occupation of each current
director and the principal executive officers of GLOBALT, Inc. The mailing
address for each person is 3060 Peachtree Road, N.W., One Buckhead Plaza, Suite
225, Atlanta, Georgia 30305. As a result of the acquisition, Angela Allen will
no longer serve as Chairman, or be a Director, of GLOBALT, Inc.
<TABLE>
<CAPTION>
NAME POSITION WITH GLOBALT, INC. PRINCIPAL OCCUPATION
<S> <C> <C>
Angela Z. Allen Chairman and Director Not employed
Samuel E. Allen Director and Chief Executive Officer and
Chief Executive Officer Portfolio Manager
Gary E. Fullam Chief Investment Officer Chief Investment Officer and
Portfolio Manager
Fredric A. Mann Chief Financial Officer Chief Financial Officer
and Chief Compliance Officer and Chief Compliance Officer
Michelle M. Miljanich Chief Administrative Officer Chief Administrative Officer
Gregory S. Paulette Senior Vice-President Portfolio Manager
William J. Roach, Jr. President Chief Operating Officer
Bennett H. Woodward Senior Vice-President Portfolio Manager
</TABLE>
EVALUATION BY THE BOARD OF TRUSTEES.
-----------------------------------
The Board has determined that continuity and efficiency of portfolio
management services after the change of control of GLOBALT, Inc. can best be
assured by approving the new management agreement. The Board believes that the
new management 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 new management 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 May 24, 2000, the Board,
including the Independent Trustees, evaluated the proposed acquisition of a
controlling interest in GLOBALT, Inc. by Samuel Allen. In evaluating the
acquisition, the Board, including the Independent Trustees, requested and
reviewed, with the assistance of legal counsel, materials furnished by GLOBALT,
Inc., including financial information.
Based on its review, the Board of Trustees believes that the terms of the
acquisition are fair to, and in the best interests of, the Trust and the Fund's
shareholders. Accordingly, the Board of Trustees, including the Independent
Trustees, unanimously recommends approval by the shareholders of the new
management agreement. In making this recommendation, the Trustees primarily
evaluated: (1) the experience, reputation, qualifications and background of
GLOBALT, Inc.'s investment personnel; (2) the nature and quality of operations
and services that GLOBALT, Inc. is expected to provide the Fund with no change
in fees; (3) the benefits of continuity in services to be provided after the
acquisition; and (4) the fact that the acquisition will not change the portfolio
managers of the Fund.
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 new management agreement will be the same as the rate paid under the current
management agreement; (4) that the terms of the new management agreement are
substantially identical to the terms of the current management agreement; (5)
the financial condition of GLOBALT, Inc.; and (6) the commitment of GLOBALT Inc.
to pay or reimburse the Trust for expenses incurred in connection with the
acquisition. The Trustees took into consideration that the proposed management
agreement would enable the Fund to add a new class of shares without incurring
the expense of holding an additional shareholder meeting.
The Board viewed as significant the representation of GLOBALT, Inc. that
the same persons who are presently responsible for the investment advisory
operations of the Fund will continue in such positions following the
acquisition, that no changes in the investment adviser's method of operation or
location are expected, and that no diminution of the scope and quality of
advisory services provided to the Fund will result from the acquisition.
As a result of their considerations, the Board of Trustees, including all
of the Independent Trustees, determined that the new management agreement would
be in the best interest of the Fund and its shareholders. Accordingly, the Board
of Trustees, by separate vote of the Independent Trustees and the entire Board
of Trustees, unanimously approved the new management agreement and voted to
recommend it to shareholders for approval.
THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING THE DISINTERESTED TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE PROPOSED
MANAGEMENT AGREEMENT
PROPOSAL 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
McCurdy & Associates CPA's, Inc. has been selected by the unanimous vote
of the Board of Trustees, including the Independent Trustees, as the independent
public accountants for the Fund for the current fiscal year ending October 31,
2000. The employment of McCurdy & Associates CPA's, Inc. is conditioned upon the
right of the Fund, by a vote of a majority of the Fund's outstanding shares, to
terminate the employment without any penalties. If the Fund's shareholders do
not ratify the selection of McCurdy & Associates CPA's, Inc., other certified
public accountants will be considered for selection for the Fund by the Board of
Trustees.
Representatives of McCurdy & Associates CPA's, Inc. are not expected to be
present at the meeting, although they will have an opportunity to attend and to
make a statement, if they desire to do so. If representatives of McCurdy &
Associates CPA's, Inc. are present, they will be available to respond to
appropriate questions from shareholders.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS RATIFY THE SELECTION OF
MCCURDY & ASSOCIATES CPA'S, INC.
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 Trust retains various organizations to perform
specialized services. As described above, the Fund currently retains GLOBALT,
Inc., 3060 Peachtree Road, N.W., One Buckhead Plaza, Suite 225, Atlanta, Georgia
30305 as its investment adviser. The Trust retains AmeriPrime Financial
Services, Inc., 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 Trust retains AmeriPrime Financial Securities,
Inc., 1793 Kingswood Drive, Suite 200, Southlake, Texas 76092 to act as the
principal distributor of the Fund's shares. The Trust retains Unified Fund
Services, Inc., 431 North Pennsylvania Street, Indianapolis, Indiana 46204 to
serve as transfer agent, dividend paying agent, and shareholder services agent
for the 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 (1) for approval of the proposed new management agreement for the Fund,
(2) for the ratification of the selection of McCurdy & Associates CPA's, Inc. as
the Fund's independent public accountant, and (3) at the discretion of the
holders of the proxy, in accordance with the recommendations of the Board of
Trustees, if any, 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 Board of Trustees fixed the close of business on [ ], 2000 as 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 total number of outstanding shares of the Fund 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 management agreement
for the Fund. 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. The affirmative vote of a simple majority of the
voted shares of the Fund is required to ratify the selection of McCurdy &
Associates CPA's, Inc. for the Fund.
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 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. However, with respect to the ratification of the selection of
McCurdy & Associates CPA's, Inc., they will have no effect on its approval or
disapproval because approval requires a majority of voted shares.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information, as of the Record Date, with
respect to 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 outstanding shares of the
Fund.
NAME AND ADDRESS OF AMOUNT OF SHARES PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED OF FUND
---------------- ------------------ -------
[ ] [ ] [ %]
[ ] [ ] [ %]
[ ] [ ] [ %]
[ ] [ ] [ %]
[ ] [ ] [ %]
[ ] [ ] [ %]
[As of the Record Date, each Trustee and officer of the Trust beneficially
owned less than 1% of the outstanding shares of the Fund, and all Trustees and
officers of the Trust as a group owned less than 1% of the outstanding shares of
the Fund.]
SHAREHOLDER PROPOSALS
The Trust has not received any shareholder proposals to be considered for
presentation at the Meeting. Under the proxy rules of the Securities and
Exchange Commission, shareholder proposals may, under certain conditions, be
included in the Trust's proxy statement and proxy for a particular meeting.
Under these rules, proposals submitted for inclusion in the Trust's proxy
materials must be received by the Trust within a reasonable time before the
solicitation is made. The fact that the Trust receives a shareholder proposal in
a timely manner does not insure its inclusion in its proxy materials, because
there are other requirements in the proxy rules relating to such inclusion. You
should be aware that annual meetings of shareholders are not required as long as
there is no particular requirement under the Investment Company Act which must
be met by convening such a shareholder meeting. Any shareholder proposal should
be sent to Mr. Kenneth D. Trumpfheller, Secretary, AmeriPrime Funds, 1793
Kingswood Drive, Suite 200, Southlake, Texas 76092.
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 GLOBALT, Inc. In
addition to solicitation by mail, GLOBALT, Inc. 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 will
reimburse them for their expenses in so doing. Certain officers, employees and
agents of the Trust and GLOBALT, Inc. 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, the holders of the proxy will vote the shares represented by
the proxy on such matters in accordance with their best judgment, in accordance
with the recommendations of the Board of Trustees, if any, and discretionary
authority to do so is included in the proxy.
BY ORDER OF THE BOARD OF TRUSTEES
Kenneth D. Trumpfheller
Secretary
Dated [ ], 2000
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
REPLY ENVELOPE OR FAX IT TO 317-266-8756.
<PAGE>
MANAGEMENT AGREEMENT
TO: GLOBALT, Inc.
3060 Peachtree Road, N.W.
One Buckhead Plaza, Suite 225
Atlanta, Georgia 30305
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 GLOBALT Growth Fund (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 effective upon the date of the execution of this Agreement.
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 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 (excluding expenses which the Fund is authorized to pay
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended
(the"1940 Act")); and all other operating expenses not specifically assumed by
the Fund.
The Fund will pay all brokerage fees and commissions, taxes,
borrowing costs (such as (a) interest and (b) dividend expenses on securities
sold short), fees and expenses of the non-interested person trustees and such
extraordinary or non-recurring expenses as may arise, including litigation to
which the Fund may be a party and indemnification of the Trust's trustees and
officers with respect thereto. The Fund will also pay expenses which it is
authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain
reimbursement from the Fund, at such time or times as you may determine in your
sole discretion, for any of the expenses advanced by you, which the Fund is
obligated to pay, and such reimbursement shall not be considered to be part of
your compensation pursuant to this Agreement.
3. COMPENSATION OF THE 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 1.17% of the average value of its daily
net assets.
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 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 1940 Act, 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 1940 Act or
the rules thereunder, neither you nor your shareholders, members, officers,
directors, employees, agents, control persons or affiliates of any thereof shall
be subject to any liability for, or any damages, expenses or losses incurred by
the Trust in connection with, any error of judgment, mistake of law, any act or
omission connected with or arising out of any services rendered under, or
payments made pursuant to, this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or gross
negligence on the part of any such persons in the performance of your duties
under this Agreement, or by reason of reckless disregard by any of such persons
of your obligations and duties under this Agreement.
Any person, even though also a director, officer, employee, member,
shareholder or agent of you, who may be or become an officer, director, trustee,
employee or agent of the Trust, shall be deemed, when rendering services to the
Trust or acting on any business of the Trust (other than services or business in
connection with your duties hereunder), to be rendering such services to or
acting solely for the Trust and not as a director, officer, employee, member,
shareholder or agent of you, or one under your control or direction, even though
paid by you.
6. DURATION AND TERMINATION OF THIS AGREEMENT
------------------------------------------
This Agreement shall take effect on the date of its execution, and
shall remain in force for a period of two (2) years from the date of its
execution, and from year to year thereafter, subject to annual approval by (i)
the Board or (ii) a vote of a majority of the outstanding voting securities of
the Fund, provided that in either event continuance is also approved by a
majority of the trustees who are not interested persons of you or the Trust, by
a vote cast in person at a meeting called for the purpose of voting such
approval.
This Agreement may, on sixty days written notice, be terminated with
respect to the Fund, at any time without the payment of any penalty, by the
Board, by a vote of a majority of the outstanding voting securities of the Fund,
or by you. This Agreement shall automatically terminate in the event of its
assignment.
7. USE OF NAME
-----------
The Trust and you acknowledge that all rights to the name "GLOBALT"
or any variation thereof belong to you, and that the Trust is being granted a
limited license to use such words in its Fund name or in any class name. In the
event you cease to be the adviser to the Fund, the Trust's right to the use of
the name "GLOBALT" 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 "GLOBALT" in the name of, or in connection
with, any other business enterprises with which you are or may become
associated. There is no charge to the Trust for the right to use this name.
8. AMENDMENT OF THIS AGREEMENT
---------------------------
No provision of this Agreement may be changed, waived, discharged or
terminated orally, and no amendment of this Agreement shall be effective until
approved by the Board, including a majority of the trustees who are not
interested persons of you or of the Trust, cast in person at a meeting called
for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the series to which the amendment relates.
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
-----------------------------------------
The term "AmeriPrime 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 authorized by the trustees and shareholders
of the Trust and signed by officers of the Trust, acting as such, and neither
such authorization by such trustees and shareholders nor such execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.
10. SEVERABILITY
In the event any provision of this Agreement is determined to be
void or unenforceable, such determination shall not affect the remainder of this
Agreement, which shall continue to be in force.
11. QUESTIONS OF INTERPRETATION
---------------------------
(a)This Agreement shall be governed by the laws of the State of Ohio.
(b) For the purpose of this Agreement, the terms "majority of the
outstanding voting securities," "control" and "interested person" shall have
their respective meanings as defined in the 1940 Act and rules and regulations
thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under the 1940 Act; and the term "brokerage
and research services" shall have the meaning given in the Securities Exchange
Act of 1934.
(c) Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the 1940 Act shall be resolved by reference to such term or provision of the
1940 Act and to interpretation thereof, if any, by the United States courts or
in the absence of any controlling decision of any such court, by the Securities
and Exchange Commission or its staff. In addition, where the effect of a
requirement of the 1940 Act, reflected in any provision of this Agreement, is
revised by rule, regulation, order or interpretation of the Securities and
Exchange Commission or its staff, such provision shall be deemed to incorporate
the effect of such rule, regulation, order or interpretation.
12. NOTICES
Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Trust is 1793 Kingswood
Drive, Suite 200, Southlake, TX 76092, and your address for this purpose shall
be 3060 Peachtree Road, N.W., One Buckhead Plaza, Suite 225, Atlanta, Georgia
30305.
13. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
14. BINDING EFFECT
--------------
Each of the undersigned expressly warrants and represents that he
has the full power and authority to sign this Agreement on behalf of the party
indicated, and that his signature will operate to bind the party indicated to
the foregoing terms.
15. CAPTIONS
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
<PAGE>
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: _______________________________ By: ______________________________
Name/Title Kenneth D. Trumpfheller, President
Dated: ___________, 2000
ACCEPTANCE
The foregoing Agreement is hereby accepted.
ATTEST:
GLOBALT, Inc.
By: ______________________________ By: ______________________________
Name/Title Name/Title
Dated: ___________, 2000
PROXY
GLOBALT GROWTH FUND
SPECIAL MEETING OF SHAREHOLDERS
[ ], 2000
The undersigned shareholder of the GLOBALT Growth Fund (the "Fund"), a
series of AmeriPrime Funds (the "Trust"), hereby nominates, constitutes and
appoints Kenneth D. Trumpfheller and Robert A. Chopyak, 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 175 Westwood,
Southlake, Texas 76092, on [ ], 2000 at [ ] a.m. Central 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 NEW MANAGEMENT AGREEMENT WITH GLOBALT, INC.
|_| FOR |_| AGAINST |_| ABSTAIN
2. RATIFICATION OF THE SELECTION OF MCCURDY & ASSOCIATES CPA'S, INC.
AS THE FUND'S INDEPENDENT PUBLIC ACCOUNTANTS.
|_| FOR |_| AGAINST |_| ABSTAIN
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ON PROPOSALS 1 AND 2. 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:________, 2000
----------------------------------------
(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.