FORM
MUTUALMINDS.COM FUND
RULE 12B-1 DISTRIBUTION PLAN
Adopted by Trustees July 10, 2000
This Distribution Plan (the "Plan") is adopted in accordance with Rule
12b-1 (the "Rule") under the Investment Company Act of 1940, as amended, (the
"Act") by the MutualMinds.com ________ Fund (the "Fund"), a series of AmeriPrime
Advisors Trust (the "Trust"), a registered open-end management investment
company. The Plan has been approved by a majority of the Trust's Board of
Trustees, including a majority of the Trustees who are not interested persons of
the Trust or the Fund and who have no direct or indirect financial interest in
the operation of the Plan (the "Disinterested Trustees"), cast in person at a
meeting called for the purpose of voting on the Plan.
In reviewing the Plan, the Board of Trustees considered the nature of
payments and terms of the proposed Administration Agreement between the Trust on
behalf of the Fund and InteractiveFunds.com, Inc. ("IFI"), and the nature and
amount of any other payments and fees which may be paid to IFI and its
affiliates. The Board of Trustees, including the Disinterested Trustees,
concluded that the proposed overall compensation of IFI and its affiliates was
fair and not excessive.
In its considerations, the Board of Trustees also recognized that
uncertainty may exist from time to time with respect to whether payments to be
made by the Fund to IFI or other firms under agreements with respect to the
Fund, or by IFI to others, may be deemed to constitute impermissible
distribution expenses. As a general rule, an investment company may not finance
any activity primarily intended to result in the sale of its shares, except
pursuant to the Rule. Accordingly, the Board of Trustees determined that the
Plan also should provide that payments by the Fund and expenditures made by
others out of monies received from the Fund which are later deemed to be for the
financing of any activity primarily intended to result in the sale of Fund
shares shall be deemed to have been made pursuant to the Plan.
The Board of Trustees' approval included a determination that in the
exercise of the Trustees' reasonable business judgment and in light of their
fiduciary duties, there is a reasonable likelihood that the Plan will benefit
the Fund and its shareholders. The Plan also has been approved by a vote of at
least a majority of the Fund's outstanding voting securities, as defined in the
Act.
The provisions of the Plan are:
1. Distribution Activities. Subject to the supervision of the Trustees
of the Trust, the Trust may, directly or indirectly, engage in any activities
related to the distribution of the Fund, which activities may include, but are
not limited to, the following: (a) payments, including incentive compensation,
to securities dealers or other financial intermediaries, financial institutions,
investment advisors and others that are engaged in the sale of the Fund, or that
may be advising shareholders of the Trust regarding the purchase, sale or
retention of the Fund; (b) payments, including incentive compensation, to
securities dealers or other financial intermediaries, financial institutions,
investment advisors and others that hold shares of the Fund for shareholders in
omnibus accounts or as shareholders of record or provide shareholder support or
administrative services to the Fund and its shareholders; (c) expenses of
maintaining personnel (including personnel of organizations with which the Trust
has entered into agreements related to this Plan) who engage in or support
distribution of the Fund; (d) costs of preparing, printing and distributing
prospectuses and statements of additional information and reports of the Fund
for recipients other than existing shareholders of the Fund; (e) costs of
formulating and implementing marketing and promotional activities, including,
but not limited to, sales seminars, direct mail promotions and television,
radio, newspaper, magazine and other mass media advertising; (f) costs of
preparing, printing and distributing sales literature; (g) costs of obtaining
such information, analyses and reports with respect to marketing and promotional
activities as the Trust may, from time to time, deem advisable; and (h) costs of
implementing and operating this Plan. The Trust is authorized to engage in the
activities listed above, and in any other activities related to the distribution
of the Fund, either directly or through other persons with which the Trust has
entered into agreements related to this Plan. Such expenses shall be deemed
incurred whether paid directly by IFI or by a third party to the extent
reimbursed therefor by IFI. The Fund and IFI are authorized to engage in the
activities listed above, and in any other activities which may be deemed to be
related to the distribution of the Fund's shares, either directly or through
other persons with which the Trust or IFI has entered into agreements related to
this Plan.
2. Prophylactic Provisions. No additional payments are to be made by the
Fund as a result of this Plan. To the extent any payments by the Fund to IFI, or
others, are deemed to be payments for the financing of any activity primarily
intended to result in the sale of shares of the Fund within the context of the
Rule, then such payments shall be deemed to have been made pursuant to the Plan.
3. Written Reports. IFI shall furnish to the Board of Trustees of the
Trust, for their review, on a quarterly basis, a written report of the monies
paid to it under the Plan and the purposes therefor, and shall furnish the Board
of Trustees of the Trust with such other information as the Board of Trustees
may reasonably request in connection with the payments made under the Plan in
order to enable the Board of Trustees to make an informed determination of
whether the Plan should be continued.
4. Termination. The Plan may be terminated at any time, without penalty,
by vote of a majority of the Disinterested Trustees or by vote of a majority of
the outstanding voting securities of the Fund. Any Service Agreement under the
Plan may likewise be terminated on not more than sixty (60) days' written
notice, and shall terminate automatically in the event of its assignment. Upon
termination of the Plan, the obligations of the Fund to make payments hereunder
will cease and the Fund will not be required to make any payments for expenses
incurred after the date of termination.
5. Amendments. The Plan may not be amended to increase materially the
amount to be spent for distribution and servicing of the Fund shares pursuant to
Section 2 hereof without approval by a majority of the outstanding voting
securities of the Fund. All material amendments to the Plan and any Service
Agreement entered into with third parties shall be approved by a majority of
both (a) the Trustees of the Trust and (b) the Disinterested Trustees, cast in
person at a meeting called for the purpose of voting on any such amendment.
6. Selection of Disinterested Trustees. So long as the Plan is in
-----------------------------------
effect, the selection and nomination of the Disinterested Trustees shall be
committed to the discretion of such Disinterested Trustees.
7. Relationship to Agreement and Declaration of Trust. A copy of the
Agreement and Declaration of Trust of the Trust is on file with The Secretary of
State of Ohio and notice is hereby given that this Plan is executed on behalf of
the Trustees of the Trust as Trustees, and not individually, and that the
Trust's obligations arising out of this Plan are not binding upon the Trustees
or holders of the Trust's shares individually but are binding only upon the
assets and property of the Fund. IFI acknowledges that it has received notice of
and accepts the limitations of liability as set forth in the Agreement and
Declaration of Trust of the Trust. IFI agrees that the Trust's obligations
hereunder shall be limited to the Fund and to its assets, and that no party
shall seek satisfaction of any such obligation from any shareholder of the Fund,
nor from any trustee, officer, employee or agent of the Trust.
8. Effective Date of Plan. The Plan shall take effect on the day before
the first public sale of any of its shares and and, unless sooner terminated,
shall continue in effect for a period of more than one year from the date of its
execution only so long as such continuance is specifically approved at least
annually by a majority of both (a) the Trustees of the Trust, and (b) the
Disinterested Trustees, cast in person at a meeting called for the purpose of
voting on such continuance.
9. Preservation of Materials. The Trust will preserve copies of the Plan,
any agreements relating to the Plan and any report made pursuant to Section 6
above, for a period of not less than six years (the first two years in an easily
accessible place) from the date of the Plan, agreement or report.
10. Meanings of Certain Terms. As used in the Plan, the terms "interested
person" and "majority of the outstanding voting securities" will be deemed to
have the same meaning that those terms have under the Act and the rules and
regulations under the Act, subject to any exemption that may be granted to the
Trust under the Act by the Securities and Exchange Commission.
