AMERIPRIME
CODE OF ETHICS
(Amended May 23, 2000)
STATEMENT OF PRINCIPLES
AmeriPrime Advisors Trust (the "Trust") has adopted this Code of Ethics to
govern personal securities investment activities of persons affiliated with the
investment advisers listed on Schedule A of this Code (and this Code serves as
the Code of Ethics for each such adviser for purposes of the Investment Company
Act of 1940), the officers and directors of AmeriPrime Financial Securities,
Inc. ("Underwriter"), and the officers and trustees of the Trust (collectively,
"AmeriPrime Personnel"). Although this Code contains a number of specific
standards and policies, there are three key principles embodied throughout the
Code.
THE INTERESTS OF TRUST SHAREHOLDERS MUST ALWAYS BE PARAMOUNT
AmeriPrime Personnel have a legal, fiduciary duty to place the interests
of clients first. In any decision relating to their personal investments,
AmeriPrime Personnel must scrupulously avoid serving their own interests ahead
of those of any client.
AMERIPRIME PERSONNEL MAY NOT TAKE INAPPROPRIATE ADVANTAGE OF THEIR
RELATIONSHIP TO OUR SHAREHOLDERS
AmeriPrime Personnel should avoid any situation (unusual investment
opportunities, perquisites, accepting gifts of more than token value from
persons seeking to do business with the Advisers or the Trust) that might
compromise, or call into question, the exercise of their fully independent
judgement in the interests of trust shareholders.
ALL PERSONAL SECURITIES TRANSACTIONS SHOULD AVOID ANY ACTUAL, POTENTIAL OR
APPARENT CONFLICTS OF INTEREST
Although all personal securities transactions by AmeriPrime Personnel must
be conducted in a manner consistent with this Code, the Code itself is based
upon the premise that AmeriPrime Personnel owe a fiduciary duty to clients, and
should avoid any activity that creates an actual, potential or apparent conflict
of interest. This includes executing transactions through or for the benefit of
a third party when the transaction is not in keeping with the general principles
of this Code.
AMERIPRIME PERSONNEL MUST ADHERE TO THESE GENERAL PRINCIPLES AS WELL AS
COMPLY WITH THE SPECIFIC PROVISIONS OF THIS CODE. TECHNICAL COMPLIANCE WITH THE
CODE AND ITS PROCEDURES WILL NOT AUTOMATICALLY PREVENT SCRUTINY OF TRADES THAT
SHOW A PATTERN OF ABUSE OF AN INDIVIDUAL'S FIDUCIARY DUTIES OF CLIENTS.
DEFINITIONS
"ACT" means the Investment Company Act of 1940.
"ADVISERS" means the Advisers listed on Schedule A to this Code. ("Schedule A"
shall mean such schedule as it may be amended from time to time.)
"AFFILIATED FUNDS" means, (1) for Adviser Personnel who are affiliated with an
Adviser, the Fund or Funds for which such Adviser serves as investment adviser;
(2) for Adviser Personnel who are in a control relationship with any Fund, that
Fund; and (3) for Adviser Personnel who are employees of the Trust, all Funds.
"ADVISER PERSONNEL" means (1) any employee of the Trust or an Adviser who, in
connection with his or her regular functions or duties, makes, participates in
or obtains information regarding the purchase or sale of Securities by any Fund,
or whose functions relate to the making of any recommendations with respect to
the purchase or sale of Securities by any Fund, (2) any officer, general partner
or director of an Adviser, and (3) any natural person in a control relationship
to any Fund or any Adviser who obtains information concerning recommendations
made to a Fund with regard to the purchase or sale of a Security by a Fund.. Any
provisions of this Code that apply directly to Adviser Personnel apply equally
to accounts in the names of other persons in which Adviser Personnel have
Beneficial Ownership.
"BENEFICIAL OWNERSHIP" means the opportunity, directly or indirectly, to profit
or share in any profit derived from the purchase or sale of the subject
Securities. "Beneficial Ownership" includes, but is not limited to, ownership of
Securities held by members of the family. For these purposes, a person's family
includes the spouse, minor children, any person living in the home and any
relative to whose support the person directly or indirectly contributes.
"CONTROL" means the power to exercise a controlling influence over the
management or policies of the Trust, unless such power is solely the result of
an official position with a Trust. Any person who beneficially owns, either
directly or through one or more controlled companies, more than 25 percent of
the voting securities of any present Fund of a Trust shall be presumed to
control such Fund. Any such presumption may be rebutted by evidence, in
accordance with Section 2(a)(9) of the Act.
"COMPLIANCE OFFICER" means, for Adviser Personnel, the person designated as the
Compliance Officer by such Adviser; and for Adviser Personnel who are not
affiliated with an Adviser and for Trust Personnel, Jens Rosenkrantz, or in the
case of matters relating to him, or in his absence, Kenneth D. Trumpfheller.
"FUND" means any of the Funds listed on Schedule A to this Code.
"PORTFOLIO MANAGERS" means those Adviser Personnel entrusted with the direct
responsibility and authority to make investment decisions affecting any Fund.
Any provisions of this Code that apply directly to Personal Securities
Transactions by a Fund Portfolio Manager apply equally to transactions in
accounts in the names of other persons in which the Fund Portfolio Manager has
Beneficial Ownership.
"PERSONAL SECURITIES TRANSACTION(S)" means transactions in Securities for the
account(s) in the names of AmeriPrime Personnel, or for accounts in which
AmeriPrime Personnel have Beneficial Ownership.
"TRUST" means AmeriPrime Advisors Trust.
"TRUST PERSONNEL" means (1) any officer or director of the Underwriter who, in
the ordinary course of business, makes, participates in or obtains information
regarding, the purchase or sale of securities by any Fund, or whose functions or
duties in the ordinary course of business relate to the making of any
recommendation to any Fund regarding the purchase or sale of securities, or (2)
any officer or Trustee of the Trust. Any provisions of this Code that apply
directly to Trust Personnel apply equally to accounts in the names of other
persons in which Trust Personnel have Beneficial Ownership.
"SECURITY" means any note, stock, treasury stock, bond, debenture, evidence of
indebtedness, certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, pre-organization certificate or
subscription, transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest in oil, gas
or other mineral rights, or, in general, any interest or instrument commonly
known as "security," or any certificate or interest or participation in
temporary or interim certificate for, receipt for, guarantee of, or warrant or
right to subscribe to or purchase (including options) any of the foregoing.
The term "Security" shall not include the following securities (the
"Excluded Securities"): (i) shares of registered open-end investment companies;
(ii) securities issued by the United States government; (iii) short term debt
securities which are government securities within the meaning of Section
2(a)(16) of the Act; (iv) bankers' acceptances; (v) bank certificates of
deposit; (vi) commercial paper and (vii) such other money market instruments as
may be designated by the Trust's Board of Trustees.
"PURCHASE OR SALE OF A SECURITY" includes the writing of an option to purchase
or sell a Security. A Security shall be deemed "BEING CONSIDERED FOR PURCHASE OR
Sale" by a Fund when a recommendation to purchase or sell has been made and
communicated and, with respect to the person making the recommendation, when
such person seriously considers making such a recommendation. A Security shall
not be deemed to be one which is "being considered for Purchase or Sale" by a
Fund if such Security is reviewed as part of a general industrial survey or
other broad monitoring of the securities market.
PROHIBITED PURCHASES AND SALES OF SECURITIES
In a Personal Securities Transaction, Portfolio Managers may not:
o Purchase or Sell a Security within three calendar days before, or on
the same day as, the execution of a trade in the same Security or an
equivalent Security by the Affiliated Fund (unless the Personal
Securities Transaction is combined ("blocked") with the Affiliated
Fund's transaction).
Adviser Personnel may not:
o In any calendar year, receive a gift or anything else (for example,
air fare, hotel accommodations, etc.) with a value of more than $100
from any single person or entity that does business with or on behalf
of an Affiliated Fund;
o Serve on the board of directors of a publicly traded company without
prior authorization from the Board of Trustees of the Trust based upon
a determination that such service would be consistent with the
interests of the Trust and its shareholders. Adviser Personnel that
serve on such boards of directors are not permitted to participate in
any investment decisions made by the Trust involving Securities of a
company on whose board they serve;
o Execute a Personal Securities Transaction without the prior written
authorization of the Compliance Officer;
o Execute a Personal Securities Transaction on a day during which an
Affiliated Fund has a pending "buy" or "sell" order in that Security
or an equivalent Security, until the Affiliated Fund's order is
executed or withdrawn (unless the Personal Securities Transaction is
combined ("blocked") with the Affiliated Fund's transaction). In the
case of "good until canceled" orders placed by a Fund, this provision
applies only if the market price is within 2 points or 10% of the
"good until canceled" price; or
o Execute a Personal Securities Transaction in a Security or an
equivalent Security that is being considered for Purchase or Sale by
an Affiliated Fund (unless the Personal Securities Transaction is
combined ("blocked") with the Affiliated Fund's transaction).
In a Personal Securities Transaction, Adviser Personnel may not:
o Acquire any Security in an initial public offering or in a private
placement without prior written authorization of the acquisition by
the Compliance Officer. Any decision by a Fund to invest in or sell
such Securities must be approved solely by Adviser Personnel with no
investment in the issuer.
EXEMPTED TRANSACTIONS
The provisions described above under the heading PROHIBITED PURCHASES AND
SALES OF SECURITIES and the preclearance procedures under the heading
PRECLEARANCE OF PERSONAL SECURITIES TRANSACTIONS do not apply to:
o Purchases or Sales of Excluded Securities;
o Purchases or Sales of Securities involving less than 2,000 shares of
any Security included in the Standard & Poor's 500 Index;
o Purchases or Sales of Securities involving less than 2,000 shares of a
Security of a company with a market capitalization in excess of $200
million and average daily trading volume in excess of 50,000 shares
for the past ten trading days;
o Purchases or Sales of options contracts on a broad-based market index;
o Purchases or Sales of Securities effected in any account in which the
applicable Adviser Personnel has no Beneficial Ownership;
o Purchases or Sales of Securities which are non-volitional on the part
of either Adviser Personnel or a Fund (for example, the receipt of
stock dividends);
o Purchases of Securities made as part of automatic dividend
reinvestment plans;
o Purchases of Securities made as part of an employee benefit plan
involving the periodic purchase of company stock or mutual funds; and
o Purchases of Securities effected upon the exercise of rights issued by
an issuer pro rata to all holders of a class of its securities, to the
extent such rights were acquired from such issuer, and sale of such
rights so acquired; provided, however, that this section shall not
exempt acquisitions of any Security in an initial public offering or
in a private placement from the requirement that prior written
authorization be obtained from the Compliance Officer.
PRECLEARANCE OF PERSONAL SECURITIES TRANSACTIONS.
All Adviser Personnel wishing to engage in a Personal Securities
Transaction must obtain prior written authorization of any such Personal
Securities Transaction from the Compliance Officer or such person or persons
that such Compliance Officer may from time to time designate to make such
written authorizations. Personal Securities Transactions by a Compliance Officer
(for Adviser Personnel) shall require prior written authorization of the
President of the Adviser with whom the Compliance Officer is affiliated, or his
designate, who shall perform the review and approval functions relating to
reports and trading by the Compliance Officer. The Adviser shall adopt the
appropriate forms and procedures for implementing this Code of Ethics.
Any authorization so provided is effective until the close of business on
the fifth trading day after the authorization is granted. In the event that an
order for the Personal Securities Transaction is not placed within that time
period, a new authorization must be obtained. If the order for the transaction
is placed but not executed within that time period, no new authorization is
required unless the person placing the original order amends the order in any
manner. Authorization for "good until canceled" orders are effective until the
order conflicts with a Fund order. If a person is authorized to acquire a
security in a private placement or initial public offering, the Compliance
Officer must maintain a record of the decision and the reasons supporting the
decision.
If a person wishing to effect a Personal Securities Transaction learns,
while the order is pending that the same Security is being considered for
Purchase or Sale by the Fund, such person shall cancel the trade.
NOTIFICATION OF FUND TRADING ACTIVITY
In addition to placing Purchase or Sale Orders for the Funds, the
Portfolio Managers, or their designates, shall notify their respective
Compliance Officers of daily purchases and sales and of Securities being
considered for Purchase or Sale by the Affiliated Fund (other than anticipated
transactions in Excluded Securities). ). In the alternative, a Compliance
Officer must consult with the respective Portfolio Manager prior to authorizing
a Personal Securities Transaction.
TRANSACTION AND ACCOUNT POSITION REPORTING REQUIREMENTS
With respect to a Trustee of the Trust who is not an "interested person"
of the Trust within the meaning of section 2(a)(19) of the Act, and who would be
required to make a report solely by reason of being a Trustee ("Disinterested
Trustee"), the following reporting requirements do not apply. If, however, a
Disinterested Trustee knew or, in the ordinary course of fulfilling his or her
duties as a Trustee of the Trust, should have known, that during the fifteen day
period immediately preceding or after the date of a Personal Security
Transaction in a Security by the Trustee such Security is or was purchased or
sold by a Fund or such purchase or sale by a Fund is or was considered by a Fund
or the Adviser, the Disinterested Trustee shall make the quarterly disclosures
described below to the Board of Trustees, but only with respect to the
applicable Personnel Security Transactions.
DISCLOSURE OF PERSONAL BROKERAGE ACCOUNTS AND SECURITIES HOLDINGS
Within ten (10) days of the commencement of employment with an Adviser,
the Underwriter or the Trust, all Adviser Personnel and Trust Personnel are
required to submit to the Compliance Officer: a) the names and account numbers
of all of their personal brokerage accounts, brokerage accounts of members of
their immediate families, and any brokerage accounts which they control or in
which they or an immediate family member has Beneficial Ownership when the
person became an employee, b) a list of all personal Securities holdings when
the person became an employee, c) certification that they have read and
understand this Code, and d) the date the report was submitted.
Each of these brokerage accounts is required to furnish duplicate
confirmations and statements to the Adviser with whom the person is affiliated
or the Trust.
ANNUAL REPORTING REQUIREMENTS
At the beginning of the first quarter of each fiscal year, all Adviser
Personnel and Trust Personnel are required to submit to the Compliance Officer:
a) the names and account numbers of all of their personal brokerage accounts,
brokerage accounts of members of their immediate families, and any brokerage
accounts which they control or in which they or an immediate family member has
Beneficial Ownership as of a date no more than 30 days before the report was
submitted, b) a list of all personal Securities holdings as of a date no more
than 30 days before the report was submitted, c) certification that they have
read and understand this Code and whether they have complied with its
requirements throughout the prior fiscal year, and d) the date the report was
submitted.
QUARTERLY REPORTING REQUIREMENTS
All Adviser Personnel and Trust Personnel shall report to the Compliance
Officer the following information with respect to transactions in any Security
in which such person has, or by reason of such transaction acquires, any direct
or indirect Beneficial Ownership in the Security:
o The date of the transaction, the title and the number of shares, and
the principal amount of each Security involved;
o The nature of the transaction (i.e., purchase, sale or any other type
of acquisition or disposition);
o The price at which the transaction was effected; and
o The name of the broker, dealer or bank with or through whom the
transaction was effected.
Trust Personnel and Adviser Personnel shall also identify any trading
account established by the person during the previous quarter with a broker,
dealer or bank.
Reports pursuant to this section of this Code shall be made no later than
10 days after the end of the calendar quarter in which the transaction to which
the report relates was effected, and shall include a certification that the
reporting person has reported all Personal Securities Transactions required to
be disclosed or reported pursuant to the requirements of this Code. Any such
report may contain a statement that the report shall not be construed as an
admission by the person making such report that he or she has any direct or
indirect Beneficial Ownership in the Security to which the report relates.
Adviser Personnel and Trust Personnel need not make such a report with respect
to transactions effected for any account in which they may have Beneficial
Ownership, but over which they do not have any direct or indirect influence or
control (for example, a blind trust).
ENFORCEMENT AND PENALTIES
With respect to Adviser Personnel affiliated with an Adviser, each
Compliance Officer shall identify all Adviser Personnel, inform those persons of
their reporting obligations, and maintain a record of all current and former
Adviser Personnel. With respect to Adviser Personnel who are not affiliated with
an Adviser, and with respect to Trust Personnel, the Compliance Officer shall
identify all such persons, inform those persons of their reporting obligations,
and maintain a record of all current and former such persons.
The Compliance Officers of the Advisers shall review the transaction
information supplied by their affiliates. The Compliance Officer will review the
transaction information supplied by Adviser Personnel who are not affiliated
with an Adviser and by Trust Personnel. If a transaction appears to be in
violation of this Code of Ethics, the transaction will be reported to the
Adviser with whom the person is affiliated (if any) as well as the Board of
Trustees of the Trust.
Upon being informed of a violation of this Code of Ethics, the Adviser may
impose such sanctions at it deems appropriate, including but not limited to, a
letter of censure or suspension, termination of the employment of the violator
or a request for disgorgement of any profits received from a securities
transaction effected in violation of this Code of Ethics. The Adviser shall
impose sanctions in accordance with the principle that no AmeriPrime Personnel
may profit at the expense of the shareholders of the Trust. Any sanctions
imposed with respect thereto shall be reported periodically to the Board of
Trustees of the Trust.
DUTIES AND POWERS OF THE BOARD OF TRUSTEES
Each Adviser, the Underwriter and an officer of the Trust shall submit to
the Board of Trustees of the Trust at each regular meeting of the Board, a
report on Personal Securities Transactions by AmeriPrime Personnel. Such reports
shall be reviewed by the Board of Trustees in order to determine whether any
violation of this Code or any section of the Act or the regulations promulgated
thereunder has occurred.
Annually, each Adviser, the Underwriter and an officer of the Trust shall
submit to the Board of Trustees a report that:
o Summarizes existing procedures concerning Personal Securities
investing and any changes in the procedures made during the prior
year;
o Identifies any violations of this Code and any significant remedial
action taken during the prior year;
o Identifies any recommended changes in existing restrictions or
procedures based upon the experience under the Code, evolving industry
practices or developments in applicable laws and regulations; and
o Certifies that the Adviser, the Trust and the Underwriter have each
adopted procedures reasonably designed to prevent violations of this
Code.
The Board of Trustees of the Trust may, in their discretion, take any
actions and impose any penalty it deems appropriate upon any person that has
violated the Code of Ethics of the Trust or engaged in a course of conduct
which, although in technical compliance with this Code, shows a pattern of abuse
by that person of his or her fiduciary duties to the Trust.
The above actions of the Board of Trustees may be in addition to any
action taken by the applicable Adviser against the person or persons involved.
