SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
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Pre-Effective Amendment No. / /
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Post-Effective Amendment No. 9 / X /
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
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OF 1940
Amendment No. 10 / X /
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(Check appropriate box or boxes.)
AmeriPrime Advisors Trust - File Nos. 333-85083 and 811-09541
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(Exact Name of Registrant as Specified in Charter)
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (817) 251-6700
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Kenneth Trumpfheller, AmeriPrime Advisors Trust, 1793 Kingswood Drive,
Suite 200, Southlake, Texas 76092
(Name and Address of Agent for Service)
With copy to:
Donald S. Mendelsohn, Brown, Cummins & Brown Co., L.P.A.
3500 Carew Tower, Cincinnati, Ohio 45202
Approximate Date of Proposed Public Offering: December 1, 1999.
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b)
/ / on ________ pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/X/ 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
MASTER HIGH YIELD INCOME FUND
PROSPECTUS
JUNE ___, 2000
INVESTMENT OBJECTIVE:
to provide a high level of income, with the potential for capital
appreciation.
340 Sunset Drive
Ft. Lauderdale, Florida 33301
(888) ___-____
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
PAGE
ABOUT THE FUND................................................................
FEES AND EXPENSES OF INVESTING IN THE FUND....................................
HOW TO BUY SHARES.............................................................
HOW TO REDEEM SHARES..........................................................
DETERMINATION OF NET ASSET VALUE..............................................
DIVIDENDS, DISTRIBUTIONS AND TAXES............................................
MANAGEMENT OF THE FUND........................................................
FINANCIAL HIGHLIGHTS..........................................................
FOR MORE INFORMATION................................................BACK COVER
<PAGE>
ABOUT THE FUND
INVESTMENT OBJECTIVE
The objective of the Fund is to provide a high level of income, with the
potential for capital appreciation.
PRINCIPAL STRATEGIES
The Fund invests primarily in diversified portfolio of publicly traded
common stock of closed-end investment companies whose portfolios consist
primarily of high-yielding corporate debt securities, commonly referred to as
"junk bond funds." The term "junk bond" refers to high yield-high risk
securities which are rated below investment grade by recognized rating agencies
or are unrated securities of comparable quality. While these lower rated
securities generally offer a higher return potential than higher rated
securities, they also involve greater price volatility and greater risk of loss
of income and principal. Under normal market conditions, the portfolios of junk
bond funds have at least 65% of their assets in high-yielding corporate debt
securities.
The bond funds and their weightings in the Fund's portfolio will be
selected by the Fund's adviser based on the underlying characteristics of their
individual holdings. The adviser pays careful attention to the portfolio of each
bond fund in order to reduce the Fund's exposure to early bond calls and
under-performing securities that would have the effect of diluting the Fund's
current income. Each potential fund purchase is evaluated by the adviser for its
overall credit quality and call risk probability. In addition, all potential
investments are evaluated based upon the experience of each bond fund's
portfolio manager in various economic and interest rate cycles.
Out of the universe of approximately 35 closed-end junk bond funds, the
selection process narrows the field to a group of approximately 20 funds that
meet the adviser's criteria of stable performance and are consistent with the
Fund's objective. By employing an investment strategy that requires the Fund to
invest in a group of funds, investors will be diversified across a wide
spectrum of debt issues, thereby reducing the exposure to any single issuer of
corporate debt, or any single portfolio manager. No more than 10% of the Fund
will be invested in any one closed-end fund. The Fund will not own more than 3%
of the outstanding shares of any one closed-end fund.
The Fund may sell a position if the bond fund changes its objective or
investment manager. The Fund may also sell a position if the adviser believes
that the composition of the bond fund has changed and is no longer consistent
with the Fund's objective or if the adviser identifies another investment that
it believes will outperform a current position.
PRINCIPAL RISKS OF INVESTING IN THE FUND
o MARKET RISK. Closed-end funds frequently trade at a discount from their net
asset value in the secondary market. The amount of such discount is subject
to change from time to time in response to various factors and can have a
negative effect on the Fund's share price.
The Fund may be affected by losses of the underlying bond funds and the
level of risk arising from the investment practices of such companies. For
example, a significant number of the bond funds utilize substantial leveraging
in their portfolios. This leveraging will cause increased price volatility for
those funds' shares, and as a result, increased volatility in the Fund's share
price. The Fund has no control over the risks taken by the bond funds in which
it invests.
o HIGHER EXPENSES. The Fund will indirectly bear its proportionate share of any
fees and expenses paid by funds in which it invests in addition to the fees
and expenses payable directly by the Fund. Therefore, the Fund will incur
higher expenses, many of which may be duplicative.
o JUNK BOND RISK. Because the Fund invests in closed-end funds that invest in
junk bonds, the Fund may be subject to greater levels of interest rate,
credit and liquidity risk than funds that do not invest in such securities.
Junk bonds are considered predominately speculative with respect to the
issuer's continuing ability to make principal and interest payments. An
economic downturn or period of rising interest rates could adversely affect
the market for junk bonds, reducing the funds' ability to sell their junk
bonds (liquidity risk) and reducing the funds' share prices. If the value of
the underlying funds decline, the Fund's share price declines.
o INTEREST RATE RISK. The value of your investment may decrease when interest
rates rise. The Fund's exposure to interest rate risk (and the corresponding
effect on the Fund's share price) may be greater because the Fund invests a
significant proportion of its portfolio in junk bond funds. The bond funds
will receive early returns of principal when bonds are called or sold before
they mature. The bond funds may not be able to reinvest the money they
receive at as high a yield or as long a maturity.
o CREDIT RISK. The issuer of a bond may not be able to make interest and
principal payments when due. Generally, the lower the credit rating of a
security, the greater the risk that the issuer will default on its
obligation. Because it invests indirectly in junk bonds, the Fund is subject
to substantial credit risk.
o An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
o The Fund is not a complete investment program.
o As with any mutual fund investment, the Fund's returns will vary and you
could lose money.
GENERAL
The investment objective of the Fund may be changed without shareholder
approval.
From time to time, the Fund may take temporary defensive positions which are
inconsistent with the Fund's principal investment strategies, in attempting to
respond to adverse market, economic, political, or other conditions. For
example, the Fund may hold all or a portion of its assets in money market
instruments, money market funds or repurchase agreements. If the Fund invests in
shares of a money market fund, the shareholders of the Fund generally will be
subject to duplicative management fees. As a result of engaging in these
temporary measures, the Fund may not achieve its investment objective. The Fund
may also invest in such instruments at any time to maintain liquidity or pending
selection of investments in accordance with its policies.
HOW THE FUND HAS PERFORMED
Although past performance of a fund is no guarantee of how it will perform
in the future, historical performance may give you some indication of the risk
of investing in the fund because it demonstrates how its returns have varied
over time. The Bar Chart and Performance Table that would otherwise appear in
this prospectus have been omitted because the Fund is recently organized and has
a limited performance history.
<PAGE>
FEES AND EXPENSES OF INVESTING IN THE FUND
The tables describe the fees and expenses that you may pay if you buy and hold
shares of the Fund.
SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases .........................NONE
Maximum Deferred Sales Charge (Load)......................................NONE
Redemption Fee............................................................NONE
Exchange Fee..............................................................NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)1
Management Fees..........................................................1.25%
Distribution (12b-1) Fees.................................................NONE
Other Expenses ..........................................................____%
Total Annual Fund Operating Expenses ....................................____%
1 Operating expenses are estimated for the Fund's first fiscal year. The
Fund invests principally in bond funds and other investment companies. To
the extent that the Fund invests in investment companies, the Fund will
indirectly bear its proportionate share of any fees and expenses paid by
such investment companies, in addition to the fees and expenses payable
directly by the Fund. Therefore, to the extent that a Fund invests in
investment companies, the Fund will incur higher expenses, many of which
may be duplicative. These expenses will be borne by the Fund, and are not
included in the expenses reflected in the table above or example below.
Example:
The example below is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example uses the
same assumptions as other mutual fund prospectuses: a $10,000 initial investment
for the time periods indicated, reinvestment of dividends and distributions, 5%
annual total return, constant operating expenses, and sale of all shares at the
end of each time period. Although your actual expenses may be different, based
on these assumptions your costs will be:
1 YEAR 3 YEARS
$--- $----
HOW TO BUY SHARES
The minimum initial investment in the Fund is $1,000 and minimum
subsequent investments are $100. If your investment is aggregated into an
omnibus account established by an investment adviser, broker or other
intermediary, the account minimums apply to the omnibus account, not to your
individual investment. If you purchase or redeem shares through a broker/dealer
or another intermediary, you may be charged a fee by that intermediary.
INITIAL PURCHASE
BY MAIL- To be in proper form, your initial purchase request must
include:
o a completed and signed investment application form (which accompanies
this Prospectus); and
o a check (subject to the minimum amounts) made payable to the Fund.
Mail the application and check to:
U.S. Mail: Overnight:
Master High Yield Income Fund Master High Yield Income Fund
c/o Unified Fund Services, Inc. c/o Unified Fund Services, Inc.
P.O. Box 6110 431 North Pennsylvania Street
Indianapolis, Indiana 46206-6110 Indianapolis, Indiana 46204
BY WIRE- You may also purchase shares of the Fund by wiring federal funds
from your bank, which may charge you a fee for doing so. To wire money, you must
call Unified Fund Services, Inc. the Fund's transfer agent at (888) ___-____ to
set up your account and obtain an account number. You should be prepared at that
time to provide the information on the application. Then, provide your bank with
the following information for purposes of wiring your investment:
Firstar Bank, N.A.
ABA #0420-0001-3
Attn: Master High Yield Income Fund
Account Name _________________(write in shareholder name)
For the Account # ______________(write in account number)
D.D.A.#823257860
You must mail a signed application to Firstar Bank, N.A, the Fund's
custodian, at the above address in order to complete your initial wire purchase.
Wire orders will be accepted only on a day on which the Fund, custodian and
transfer agent are open for business. A wire purchase will not be considered
made until the wired money is received and the purchase is accepted by the Fund.
Any delays which may occur in wiring money, including delays which may occur in
processing by the banks, are not the responsibility of the Fund or the transfer
agent. There is presently no fee for the receipt of wired funds, but the Fund
may charge shareholders for this service in the future.
ADDITIONAL INVESTMENTS
You may purchase additional shares of the Fund at any time (subject to
minimum investment requirements) by mail, wire, or automatic investment. Each
additional mail purchase request must contain:
-your name -the name of your account(s)
-your account number(s) -a check made payable to Master High
Yield Income Fund
Checks should be sent to the Master High Yield Income Fund at the address listed
above. A bank wire should be sent as outlined above.
AUTOMATIC INVESTMENT PLAN
You may make regular investments in the Fund with an Automatic Investment
Plan by completing the appropriate section of the account application and
attaching a voided personal check. Investments may be made monthly to allow
dollar-cost averaging by automatically deducting [$100] or more from your bank
checking account. You may change the amount of your monthly purchase at any
time.
TAX SHELTERED RETIREMENT PLANS
Since the Fund is oriented to longer-term investments, the Fund may be an
appropriate investment medium for tax-sheltered retirement plans, including:
individual retirement plans (IRAs); simplified employee pensions (SEPs); 401(k)
plans; qualified corporate pension and profit-sharing plans (for employees); tax
deferred investment plans (for employees of public school systems and certain
types of charitable organizations); and other qualified retirement plans. You
should contact the Fund's transfer agent for the procedure to open an IRA or SEP
plan, as well as more specific information regarding these retirement plan
options. Please consult with an attorney or tax advisor regarding these plans.
You must pay custodial fees for your IRA by redemption of sufficient shares of
the Fund from the IRA unless you pay the fees directly to the IRA custodian.
Call the Fund's transfer agent about the IRA custodial fees.
OTHER PURCHASE INFORMATION
The Fund may limit the amount of purchases and refuse to sell to any
person. If your check or wire does not clear, you will be responsible for any
loss incurred by the Fund. If you are already a shareholder, the Fund can redeem
shares from any identically registered account in the Fund as reimbursement for
any loss incurred. You may be prohibited or restricted from making future
purchases in the Fund.
The Fund has authorized certain broker-dealers and other financial
institutions (including their designated intermediaries) to accept on its behalf
purchase and sell orders. The Fund is deemed to have received an order when the
authorized person or designee accepts the order, and the order is processed at
the net asset value next calculated thereafter. It is the responsibility of the
broker-dealer or other financial institution to transmit orders promptly to the
Fund's transfer agent.
HOW TO REDEEM SHARES
You may receive redemption payments by check or federal wire transfer. The
proceeds may be more or less than the purchase price of your shares, depending
on the market value of the Fund's securities at the time of your redemption.
Presently there is no charge for wire redemptions; however, the Fund may charge
for this service in the future. Any charges for wire redemptions will be
deducted from your Fund account by redemption of shares. If you redeem your
shares through a broker/dealer or other institution, you may be charged a fee by
that institution.
BY MAIL - You may redeem any part of your account in the Fund at no charge
by mail. Your request should be addressed to:
Master High Yield Income Fund
c/o Unified Fund Services, Inc.
P.O. Box 6110
Indianapolis, Indiana 46206-6110
Requests to sell shares are processed at the net asset value next
calculated after we receive your order in proper form. To be in proper form,
your request for a redemption must include your letter of instruction, including
the Fund name, account number, account name(s), the address, and the dollar
amount or number of shares you wish to redeem. This request must be signed by
all registered share owner(s) in the exact name(s) and any special capacity in
which they are registered. The Fund may require that signatures be guaranteed by
a bank or member firm of a national securities exchange. Signature guarantees
are for the protection of shareholders. At the discretion of the Fund or the
Fund's transfer agent, a shareholder, prior to redemption, may be required to
furnish additional legal documents to insure proper authorization.
BY TELEPHONE - You may redeem any part of your account in the Fund by
calling the Fund's transfer agent at (888) ___-____. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the transfer agent and the custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.
The Fund or the transfer agent may terminate the telephone redemption
procedures at any time. During periods of extreme market activity, it is
possible that shareholders may encounter some difficulty in telephoning the
Fund, although neither the Fund nor the transfer agent has ever experienced
difficulties in receiving and in a timely fashion responding to telephone
requests for redemptions or exchanges. If you are unable to reach the Fund by
telephone, you may request a redemption or exchange by mail.
ADDITIONAL INFORMATION - If you are not certain of the requirements
for a redemption please call the Fund's transfer agent at (888) ___-____.
Redemptions specifying a certain date or share price cannot be accepted and will
be returned. You will be mailed the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take up to fifteen calendar days. Also, when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary weekend or holiday closing, or under any emergency circumstances (as
determined by the Securities and Exchange Commission) the Fund may suspend
redemptions or postpone payment dates.
Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund may require you to redeem all of your shares in the Fund on
30 days' written notice if the value of your shares in the Fund is less than
$5,000 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30-day period. Your shares are subject to redemption
at any time if the Board of Trustees determines in its sole discretion that
failure to so redeem may have materially adverse consequences to all or any of
the shareholders of the Fund.
DETERMINATION OF NET ASSET VALUE
The price you pay for your shares is based on the Fund's net asset value
per share (NAV). The NAV is calculated at the close of trading (normally 4:00
p.m. Eastern time) on each day the New York Stock Exchange is open for business
(the Stock Exchange is closed on weekends, Federal holidays and Good Friday).
The NAV is calculated by dividing the value of the Fund's total assets
(including interest and dividends accrued but not yet received) minus
liabilities (including accrued expenses) by the total number of shares
outstanding.
The Fund's assets are generally valued at their market value. If market
prices are not available, or if an event occurs after the close of the trading
market that materially affects the values, assets may be valued by the Fund's
adviser at their fair value, according to procedures approved by the Fund's
board of trustees. The Fund may own securities that are traded primarily on
foreign exchanges that trade on weekends or other days the Fund does not price
its shares. As a result, the NAV of the Fund may change on days when you will
not be able to purchase or redeem your shares of the Fund.
Requests to purchase and sell shares are processed at the NAV next
calculated after we receive your order in proper form.
DIVIDENDS, DISTRIBUTIONS AND TAXES
DIVIDENDS AND DISTRIBUTIONS. The Fund typically distributes substantially
all of its net investment income in the form of dividends and taxable capital
gains to its shareholders. These distributions are automatically reinvested in
the Fund unless you request cash distributions on your application or through a
written request. The Fund expects that its distributions will consist primarily
of [income].
TAXES. In general, selling shares of the Fund and receiving distributions
(whether reinvested or taken in cash) are taxable events. Depending on the
purchase price and the sale price, you may have a gain or a loss on any shares
sold. Any tax liabilities generated by your transactions or by receiving
distributions are your responsibility. You may want to avoid making a
substantial investment when a Fund is about to make a capital gains distribution
because you would be responsible for any taxes on the distribution regardless of
how long you have owned your shares.
Early each year, the Fund will mail to you a statement setting forth the
federal income tax information for all distributions made during the previous
year. If you do not provide your taxpayer identification number, your account
will be subject to backup withholding.
The tax considerations described in this section do not apply to
tax-deferred accounts or other non-taxable entities. Because each investor's tax
circumstances are unique, please consult with your tax advisor about your
investment.
MANAGEMENT OF THE FUND
Riccardi Group LLC, 340 Sunset Drive, Ft. Lauderdale, Florida 33301 serves
as investment adviser to the Fund. Riccardi Group LLC was organized in October
1998 and had developed and advised (in association with Reich & Tang
Distributors) four unit investment trust funds with investments totaling over
$200 million of high yield taxable and tax exempt closed-end bond funds.
Charles Taub, CFA, has been a senior vice-president of the adviser since
joining the firm in June of 1999. He has been responsible for the day-to-day
management of the Fund since its inception. Mr. Taub has been the Portfolio
Manager of Chelsea Asset Management, a privately held company with investments
totaling $120 million, since 1997. From 1993 to 1997, he has a Senior Financial
Analyst at the Chase Manhattan Bank. He is a Certified Financial Analyst and
member of The New York Society of Security Analysts.
The Fund is authorized to pay the adviser a fee equal to 1.20% of its
average daily net assets. The adviser pays all of the operating expenses of the
Fund except brokerage, taxes, borrowing costs (such as interest and dividend
expense of securities sold short), fees and expenses of non-interested person
trustees and extraordinary expenses. In this regard, it should be noted that
most investment companies pay their own operating expenses directly, while the
Fund's expenses, except those specified above, are paid by the adviser. The
adviser (not the Fund) may pay certain financial institutions (which may include
banks, brokers, securities dealers and other industry professionals) a fee for
providing distribution related services and/or for performing certain
administrative servicing functions for Fund shareholders to the extent these
institutions are allowed to do so by applicable statute, rule or regulation.
The Adviser has entered into a Sub-Advisory Agreement with Thomas J.
Herzfeld Advisors, Inc., P.O. Box 161465, Miami, Florida 33116. When the
adviser deems appropriate, the Fund will consult with the sub-adviser
regarding the Fund's investment in closed-end funds. As of _________, 2000,
Thomas J. Herzfeld Advisors, Inc. manages over [$ ] in assets for various
clients, including [corporations, institutional investors, pension and profit
sharing plans, and individuals.] Additionally, Thomas J. Herzfeld Advisors,
Inc. publishes an annual reference book on closed-end funds entitled The
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Thomas J. Herzfeld Encyclopedia of Closed-End Funds. The Fund's adviser has
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agreed to pay Thomas J. Herzfeld Advisors, Inc. an annual sub-advisory fee
equal to ____% of the Fund's average daily net assets. It is anticipated
that the Fund will execute a significant portion of its brokerage
transactions through an affiliate of the sub-adviser, Thomas J. Herzfeld &
Co., Inc., because of their expertise in the closed-end fund market, Thomas
J. Herzfeld & Co., Inc. will receive brokerage commissions in connection with
these transactions.
MORE ABOUT RISK
CLOSED-END FUNDS. The value of your shares may increase or decrease depending on
the value of the underlying shares of the bond funds in the Fund's portfolio.
The bond funds are closed-end investment companies with managed portfolios.
Shares of closed-end funds frequently trade at a discount from net asset value.
However, a fund's articles of incorporation may contain certain anti-takeover
provisions that may have the effect of inhibiting the fund's possible conversion
to open-end status and limiting the ability of other persons to acquire control
of the fund. In certain circumstances, these provisions might also inhibit the
ability of stockholders (including the Fund ) to sell their shares at a premium
over prevailing market prices. This characteristic is a risk separate and
distinct from the risk that the fund's net asset value will decrease. In
particular, this characteristic would increase the loss or reduce the return on
the sale of those bond funds whose shares were purchased by the Fund at a
premium.
Should any of the underlying bond funds convert to open-end status, the
Fund will retain such shares unless a determination is made by the adviser that
the retention of such shares would be detrimental to the Fund. In the unlikely
event that a Fund converts to open-end status at a time when its shares are
trading at a premium there would be an immediate loss to the Fund because shares
of open-end funds trade at net asset value. In addition, to the extent that the
converted bond fund creates additional shares when interest rates have declined
and invests in lower yielding securities, the Fund may experience a reduction of
the average yield of its retained shares in that fund caused by the acquisition
of lower coupon investments.
Certain of the underlying bond funds may have in place or may put in place
in the future plans pursuant to which the fund may repurchase its own shares in
the marketplace. Typically, these plans are put in place in an attempt by the
bond fund's board to reduce a discount on its share price. To the extent such a
plan is implemented and shares owned by the Fund are repurchased by the Fund,
the Fund's position in that bond fund would be reduced. Similarly, in the event
that the Fund does not retain shares of a bond fund which converted to open-end
status, the Fund's position in that Fund would be eliminated.
Shares of many closed-end bond funds are thinly traded, and therefore may
be more volatile and subject to greater price fluctuations than shares with
greater liquidity. Investors should be aware that there can be no assurance that
the value of the securities in the Fund 's portfolio will increase or that the
issuers of those securities will pay dividends on outstanding shares. Any
distributions of income to shareholders will generally depend on the declaration
of dividends by the issuers of the underlying bonds, and the declaration of
dividends depends on several factors including the financial condition of the
issuers included in the portfolios of those securities and general economic
conditions.
JUNK BONDS. The bond funds in the Fund's portfolio invest primarily in junk
bonds. There are certain risks associated with such securities that could cause
the value of these funds to decrease. This, in turn, would cause the value of
the Fund to decrease.
Junk bonds are regarded as being predominantly speculative as to the
issuer's ability to make payments of principal and interest. Investment in such
securities involves substantial risk. Issuers of lower grade securities may be
highly leveraged and may not have available to them more traditional methods of
financing. Therefore, the risks associated with acquiring the securities of such
issuers generally are greater than is the case with higher-rated securities. For
example, during an economic downturn or a sustained period of rising interest
rates, issuers of lower grade securities may be more likely to experience
financial stress, especially if such issuers are highly leveraged. During
periods of economic downturn, such issuers may not have sufficient revenues to
meet their interest payment obligations. The issuer's ability to make payments
on its debt obligations also may be adversely affected by specific issuer
developments, the issuer's inability to meet specific projected business
forecasts or the unavailability of additional financing. Therefore, there can be
no assurance that in the future there will not exist a higher default rate
relative to the rates currently existing in the market for lower grade
securities. The risk of loss due to default by the issuer is significantly
greater for the holders of lower grade securities because such securities may be
unsecured and may be subordinate to other creditors of the issuer.
Other than with respect to distressed securities, discussed below, the
lower grade securities in which the bond funds may invest do not include
instruments which, at the time of investment, are in default or the issuers of
which are in bankruptcy. However, there can be no assurance that such events
will not occur after a bond fund purchases a particular security, in which case
the bond fund and the Fund may experience losses and incur costs. Lower grade
securities frequently have call or redemption features that would permit an
issuer to repurchase the security from a bond funds which holds it. If a call
were exercised by the issuer during a period of declining interest rates, the
particular bond fund is likely to have to replace such called security with a
lower yielding security, thus decreasing the net investment income to the bond
fund and the Fund.
Lower grade securities tend to be more volatile than higher-rated
fixed-income securities, so that adverse economic events may have a greater
impact on the prices of lower grade securities than on higher-rated fixed-income
securities. Factors adversely affecting the market value of such securities are
likely to adversely affect a bond fund's net asset value which, in turn, may
adversely affect the value of your investment. [Recently, demand for lower grade
securities has increased significantly and the difference between the yields
paid by lower grade securities and investment grade bonds (i.e., the "spread")
has narrowed. To the extent this differential increases, the value of lower
grade securities in a bond fund's portfolio could be adversely affected along
with the value of your investment.]
Like higher-rated fixed-income securities, lower grade securities
generally are purchased and sold through dealers who make a market in such
securities for their own accounts. However, there are fewer dealers in the lower
grade securities market, which market may be less liquid than the market for
higher-rated fixed-income securities, even under normal economic conditions.
Also, there may be significant disparities in the prices quoted for lower grade
securities by various dealers. As a result, during periods of high demand in the
lower grade securities market, it may be difficult to acquire lower grade
securities appropriate for investment by the bond funds. Adverse economic
conditions and investor perceptions thereof (whether or not based on economic
reality) may impair liquidity in the lower grade securities market and may cause
the prices a bond fund receives for its lower grade securities to be reduced. In
addition, a bond fund may experience difficulty in liquidating a portion of its
portfolio when necessary to meet its liquidity needs or in response to a
specific economic event such as deterioration in the creditworthiness of the
issuers. Under such conditions, judgment may play a greater role in valuing
certain of a bond fund's portfolio instruments than in the case of instruments
trading in a more liquid market. Moreover, a bond fund may incur additional
expenses to the extent that it is required to seek recovery upon a default on a
portfolio holding or to participate in the restructuring of the obligation.
DISTRESSED SECURITIES. The bond funds may invest a portion of the initial assets
in "Distressed Securities" which are securities that are: the subject of
bankruptcy proceedings or otherwise in default as to the repayment of principal
and/or payment of interest at the time of acquisition rated in the lower rating
categories (Ca or lower by Moody's and CC or lower by S&P), or, if unrated, are
in the opinion of the bond fund's investment advisor of equivalent quality. An
investment in Distressed Securities is speculative and involves significant
risk. Distressed Securities frequently do not produce income while they are
outstanding and may require the fund to bear certain extraordinary expenses in
order to protect and recover its investment. Therefore, to the extent an
underlying bond fund invests in Distressed Securities, the Fund's ability to
achieve current income for you may be diminished.
LEVERAGE. The use of leverage by the bond funds creates an opportunity for
increased net income and capital growth for their shares, but, also creates
special risks. There can be no assurance that a leveraging strategy will be
successful during any period in which it is employed. The bond funds may use
leverage to provide their shareholders with a potentially higher return.
Leverage creates risks for shareholders including the likelihood of greater
volatility of net asset value and market price of the shares and the risk that
fluctuations in interest rates on borrowing and debt or in the dividend rates on
any preferred shares may affect the return to shareholders. To the extent the
income or capital growth derived from securities purchased with funds received
from leverage exceeds the cost of leverage, a bond fund's return will be greater
than if leverage had not been used. Conversely, if the income or capital growth
from the securities purchased with such funds is not sufficient to cover the
cost of leverage, the return to a bond fund will be less than if leverage had
not been used, and therefore the amount available for distribution to
shareholders as dividends and other distributions will be reduced. This would,
in turn, reduce the amount available for distribution to the Fund as a
shareholder.
FOREIGN SECURITIES. Certain bond funds may invest all or a portion of their
assets in securities of issuers domiciled outside of the United States or that
are denominated in various foreign currencies and multinational foreign currency
units. Investing in securities of foreign entities and securities denominated in
foreign currencies involves certain risks not involved in domestic investments,
including, but not limited to: fluctuations in foreign exchange rates, future
foreign political and economic developments, and different legal systems and
possible imposition of exchange controls or other foreign government laws or
restrictions. Securities prices in different countries are subject to different
economic, financial, political and social factors. Since the bond funds may
invest in securities denominated or quoted in currencies other than the U.S.
dollar, changes in foreign currency exchange rates may affect the value of
securities in the bond funds and the unrealized appreciation or depreciation of
investments. Currencies of certain countries may be volatile and therefore may
affect the value of securities denominated in such currencies. In addition, with
respect to certain foreign countries, there is the possibility of expropriation
of assets, confiscatory taxation, difficulty in obtaining or enforcing a court
judgment, economic, political or social instability or diplomatic developments
that could affect investments in those countries. Moreover, individual foreign
economies may differ favorably or unfavorably from the U.S. economy in such
respects as growth of gross domestic product, rates of inflation, capital
reinvestment, resources, self-sufficiency and balance of payments position.
Certain foreign investments also may be subject to foreign withholding taxes.
These risks often are heightened for investments in smaller, emerging capital
markets. Finally, accounting, auditing and financial reporting standards in
foreign countries are not necessarily equivalent to U.S. standards and therefore
disclosure of certain material information may not be made.
<PAGE>
FOR MORE INFORMATION
Several additional sources of information are available to you. The
Statement of Additional Information (SAI), incorporated into this prospectus by
reference, contains detailed information on Fund policies and operations. Annual
and semi-annual reports contain management's discussion of market conditions,
investment strategies and performance results as of the Fund's latest
semi-annual or annual fiscal year end.
Call the Fund at 888-___-____ to request free copies of the SAI and the
Fund's annual and semi-annual reports, to request other information about the
Fund and to make shareholder inquiries.
You may review and copy information about the Fund (including the SAI and
other reports) at the Securities and Exchange Commission (SEC) Public Reference
Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours and
operation. You may also obtain reports and other information about the Fund on
the EDGAR Database on the SEC's Internet site at http.//www.sec.gov, and copies
of this information may be obtained, after paying a duplicating fee, by
electronic request at the following e-mail address: [email protected], or by
writing the SEC's Public Reference Section of the SEC, Washington, D.C.
20549-0102.
Investment Company Act #811-09541
<PAGE>
Master High Yield Income Fund
STATEMENT OF ADDITIONAL INFORMATION
June __, 2000
This Statement of Additional Information ("SAI") is not a prospectus. It
should be read in conjunction with the Prospectus of Master High Yield Income
Fund dated June __, 2000. A free copy of the Prospectus can be obtained by
writing the Transfer Agent at 431 North Pennsylvania Street, Indianapolis,
Indiana 46204, or by calling 1-[800-________].
TABLE OF CONTENTS PAGE
DESCRIPTION OF THE TRUST AND THE FUND..........................................
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
CONSIDERATIONS................................................................
INVESTMENT LIMITATIONS.........................................................
THE INVESTMENT ADVISER ........................................................
TRUSTEES AND OFFICERS..........................................................
PORTFOLIO TRANSACTIONS AND BROKERAGE...........................................
DETERMINATION OF SHARE PRICE...................................................
INVESTMENT PERFORMANCE.........................................................
CUSTODIAN......................................................................
TRANSFER AGENT.................................................................
ACCOUNTANTS....................................................................
DISTRIBUTOR....................................................................
ADMINISTRATOR..................................................................
<PAGE>
DESCRIPTION OF THE TRUST AND THE FUND
The Master High Yield Income Fund (the "Fund") was organized as a
diversified series of AmeriPrime Advisors Trust (the "Trust") on ________, 2000.
The Trust is an open-end investment company established under the laws of Ohio
by an Agreement and Declaration of Trust dated August 3, 1999 (the "Trust
Agreement"). The Trust Agreement permits the Trustees to issue an unlimited
number of shares of beneficial interest of separate series without par value.
The Fund is one of a series of funds currently authorized by the Trustees. The
investment adviser to the Fund is Riccardi Group LLC (the "Adviser").
The Fund does not issue share certificates. All shares are held in
non-certificate form registered on the books of the Fund and the Fund's transfer
agent for the account of the Shareholder. Each share of a series represents an
equal proportionate interest in the assets and liabilities belonging to that
series with each other share of that series and is entitled to such dividends
and distributions out of income belonging to the series as are declared by the
Trustees. The shares do not have cumulative voting rights or any preemptive or
conversion rights, and the Trustees have the authority from time to time to
divide or combine the shares of any series into a greater or lesser number of
shares of that series so long as the proportionate beneficial interest in the
assets belonging to that series and the rights of shares of any other series are
in no way affected. In case of any liquidation of a series, the holders of
shares of the series being liquidated and will been titled to receive as a class
a distribution out of the assets, net of the liabilities, belonging to that
series. Expenses attributable to any series are borne by that series. Any
general expenses of the Trust not readily identifiable as belonging to a
particular series are allocated by or under the direction of the Trustees in
such manner as the Trustees determine to be fair and equitable. No shareholder
is liable to further calls or to assessment by the Trust without his or her
express consent.
[Prior to the public offering of the Fund, AmeriPrime Financial
Securities, Inc., 1793 Kingswood Drive, Suite 200, Southlake, Texas 76092,
purchased all of the outstanding shares of the Fund and may be deemed to control
the Fund. As the controlling shareholder, AmeriPrime Financial Securities, Inc.
could control the outcome of any proposal submitted to the shareholders for
approval, including changes to the Fund's fundamental policies or the terms of
the Management Agreement. After the public offering commences, it is anticipated
that AmeriPrime Financial Securities, Inc. will no longer control the Fund.]
For information concerning the purchase and redemption of shares of the
Fund, see "How to Buy Shares" and "How to Redeem Shares" in the Fund's
Prospectus. For a description of the methods used to determine the share price
and value of each Fund's assets, see "Determination of Net Asset Value" in the
Fund's Prospectus and this Statement of Additional Information.
<PAGE>
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS
This section contains a discussion of some of the investments the Fund may make
and some of the techniques they may use.
A. Investment Companies. In addition to the closed-end bond funds
described in the Fund's Prospectus, the Fund may invest to a limited extent in
other types of investment companies, such as open-end bond funds and open-end
and closed-end convertible bond funds. Convertible bonds may be converted into
or exchanged for a prescribed amount of common stock. . Prior to conversion,
convertible securities have the same general characteristics as non-convertible
debt securities and provide a stable stream of income with generally higher
yields than those of equity securities of the same or similar issuers. When the
market price of a common stock underlying a convertible security increases, the
price of the convertible security increasingly reflects the value of the
underlying common stock and may rise accordingly. As the market price of the
underlying common stock declines, convertible securities tend to trade
increasingly on a yield basis and thus may not depreciate to the same extent as
the underlying common stock. Convertible securities are ranked senior to common
stock on an issuer's capital structure and they are usually of higher quality
and normally entail less risk than the issuer's common stock, although the
extent to which risk is reduced depends in large measure to the degree to which
convertible securities sell above their value as fixed income securities.
B. Illiquid Securities. The portfolio of the Fund may contain illiquid
securities. Illiquid securities generally include securities which cannot be
disposed of promptly and in the ordinary course of business without taking a
reduced price. Securities may be illiquid due to contractual or legal
restrictions on resale or lack of a ready market. The following securities are
considered to be illiquid: repurchase agreements and reverse repurchase
agreements maturing in more than seven days, nonpublicly offered securities and
restricted securities. Restricted securities are securities the resale of which
is subject to legal or contractual restrictions. Restricted securities may be
sold only in privately negotiated transactions, in a public offering with
respect to which a registration statement is in effect under the Securities Act
of 1933 or pursuant to Rule 144 or Rule 144A promulgated under such Act. Where
registration is required, the Fund may be obligated to pay all or part of the
registration expense, and a considerable period may elapse between the time of
the decision to sell and the time such security may be sold under an effective
registration statement. If during such a period adverse market conditions were
to develop, the Fund might obtain a less favorable price than the price it could
have obtained when it decided to sell. The Fund will not invest more than 15% of
its net assets in illiquid securities.
C. U.S. Government Securities The Fund may invest in securities issued
or guaranteed by the U.S. Government, its agencies and instrumentalities (U.S.
Government Securities"). U.S. Government Securities may be backed by the credit
of the government as a whole or only by the issuing agency. U.S. Treasury bonds,
notes, and bills and some agency securities, such as those issued by the Federal
Housing Administration and the Government National Mortgage Association (GNMA),
are backed by the full faith and credit of the U.S. government as to payment of
principal and interest and are the highest quality government securities. Other
securities issued by U.S. government agencies or instrumentalities, such as
securities issued by the Federal Home Loan Banks and the Federal Home Loan
Mortgage Corporation, are supported only by the credit of the agency that issued
them, and not by the U.S. government. Securities issued by the Federal Farm
Credit System, the Federal Land Banks, and the Federal National Mortgage
Association (FNMA) are supported by the agency's right to borrow money from the
U.S. Treasury under certain circumstances, but are not backed by the full faith
and credit of the U.S. government.
D. Repurchase Agreements The Fund may invest in repurchase agreements
fully collateralized by U.S. Government obligations. A repurchase agreement is a
short-term investment in which the purchaser (i.e., the Fund) acquires ownership
of a U.S. Government obligation (which may be of any maturity) and the seller
agrees to repurchase the obligation at a future time at a set price, thereby
determining the yield during the purchaser's holding period (usually not more
than seven days from the date of purchase). Any repurchase transaction in which
the Fund engages will require full collateralization of the seller's obligation
during the entire term of the repurchase agreement. In the event of a bankruptcy
or other default of the seller, the Fund could experience both delays in
liquidating the underlying security and losses in value. However, the Fund
intends to enter into repurchase agreements only with Star Bank, N.A. (the
Fund's Custodian), other banks with assets of $1 billion or more and registered
securities dealers determined by the Advisor (subject to review by the Board of
Trustees) to be creditworthy. The Advisor monitors the creditworthiness of the
banks and securities dealers with which the Fund engages in repurchase
transactions.
INVESTMENT LIMITATIONS
Fundamental. The investment limitations described below have been adopted
by the Trust with respect to the Fund and are fundamental ("Fundamental"), i.e.,
they may not be changed without the affirmative vote of a majority of the
outstanding shares of the Fund. As used in the Prospectus and the Statement of
Additional Information, the term "majority" of the outstanding shares of the
Fund means the lesser of (1) 67% or more of the outstanding shares of the Fund
present at a meeting, if the holders of more than 50% of the outstanding shares
of the Fund are present or represented at such meeting; or (2) more than 50% of
the outstanding shares of the Fund. Other investment practices which may be
changed by the Board of Trustees without the approval of shareholders to the
extent permitted by applicable law, regulation or regulatory policy are
considered non-fundamental ("Non-Fundamental").
1. Borrowing Money. The Fund will not borrow money, except (a) from a
bank, provided that immediately after such borrowing there is an asset coverage
of 300% for all borrowings of the Fund; or (b) from a bank or other persons for
temporary purposes only, provided that such temporary borrowings are in an
amount not exceeding 5% of the Fund's total assets at the time when the
borrowing is made. This limitation does not preclude the Fund from entering into
reverse repurchase transactions, provided that the Fund have an asset coverage
of 300% for all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions.
2. Senior Securities. The Fund will not issue senior securities. This
limitation is not applicable to activities that may be deemed to involve the
issuance or sale of a senior security by the Fund, provided that the Fund's
engagement in such activities is consistent with or permitted by the Investment
Company Act of 1940, as amended, the rules and regulations promulgated
thereunder or interpretations of the Securities and Exchange Commission or its
staff.
3. Underwriting. The Fund will not act as underwriter of securities
issued by other persons. This limitation is not applicable to the extent that,
in connection with the disposition of portfolio securities (including restricted
securities), the Fund may be deemed an underwriter under certain federal
securities laws.
4. Real Estate. The Fund will not purchase or sell real estate. This
limitation is not applicable to investments in marketable securities which are
secured by or represent interests in real estate. This limitation does not
preclude the Fund from investing in mortgage-related securities or investing in
companies engaged in the real estate business or that have a significant portion
of their assets in real estate (including real estate investment trusts).
5. Commodities. The Fund will not purchase or sell commodities unless
acquired as a result of ownership of securities or other investments. This
limitation does not preclude the Fund from purchasing or selling options or
futures contracts, from investing in securities or other instruments backed by
commodities or from investing in companies which are engaged in a commodities
business or have a significant portion of their assets in commodities.
6. Loans. The Fund will not make loans to other persons, except (a) by
loaning portfolio securities, (b) by engaging in repurchase agreements, or (c)
by purchasing nonpublicly offered debt securities. For purposes of this
limitation, the term "loans" shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.
[7. Concentration. The Fund will invest no more than 25% of its total
- ------------- assets in a particular industry. This limitation is not applicable
to investments in obligations issued or guaranteed by the U.S. government, its
agencies and instrumentalities or repurchase agreements with respect thereto.]
With respect to the percentages adopted by the Trust as maximum
limitations on its investment policies and limitations, an excess above the
fixed percentage will not be a violation of the policy or limitation unless the
excess results immediately and directly from the acquisition of any security or
the action taken. This paragraph does not apply to the borrowing policy set
forth in paragraph 1 above.
Notwithstanding any of the foregoing limitations, any investment company,
whether organized as a trust, association or corporation, or a personal holding
company, may be merged or consolidated with or acquired by the Trust, provided
that if such merger, consolidation or acquisition results in an investment in
the securities of any issuer prohibited by said paragraphs, the Trust shall,
within ninety days after the consummation of such merger, consolidation or
acquisition, dispose of all of the securities of such issuer so acquired or such
portion thereof as shall bring the total investment therein within the
limitations imposed by said paragraphs above as of the date of consummation.
Non-Fundamental. The following limitations have been adopted by the Trust
with respect to the Fund and are Non-Fundamental (see "Investment Restrictions"
above).
1. Pledging. The Fund will not mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness, any assets of the Fund except as
may be necessary in connection with borrowings described in limitation (1)
above. Margin deposits, security interests, liens and collateral arrangements
with respect to transactions involving options, futures contracts, short sales
and other permitted investments and techniques are not deemed to be a mortgage,
pledge or hypothecation of assets for purposes of this limitation.
2. Borrowing. The Fund will not purchase any security while borrowings
(including reverse repurchase agreements) representing more than one third of
its total assets are outstanding.
3. Margin Purchases. The Fund will not purchase securities or evidences of
interest thereon on "margin." This limitation is not applicable to short term
credit obtained by the Fund for the clearance of purchases and sales or
redemption of securities, or to arrangements with respect to transactions
involving options, futures contracts, short sales and other permitted
investments and techniques.
4. Options. The Fund will not purchase or sell puts, calls, options or
-------
straddles.
5. Illiquid Investments. The Fund will not invest more than 15% of its
net -------------------- assets in securities for which there are legal or
contractual restrictions on resale and other illiquid securities.
6. Short Sales. The Fund will not effect short sales of securities.
-----------
THE INVESTMENT ADVISER
The Fund's investment adviser is Riccardi Group LLC, 340 Sunset Dr.,
Ft. Lauderdale, Florida 33301. Richard Riccardi and Susan T. Warner may each be
deemed to control the Adviser due to their respective share of ownership of the
Adviser.
Under the terms of the management agreement (the "Management Agreement"),
the Adviser manages the Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of the Fund except brokerage, taxes,
borrowing costs (such as interest and dividend expense of securities sold
short), Rule 12b-1 expenses, fees and expenses of non-interested person trustees
and extraordinary expenses. As compensation for its management services and
agreement to pay the Fund's expenses, the Fund is obligated to pay the Adviser a
fee computed and accrued daily and paid monthly at an annual rate of 1.25% of
the average daily net assets of the Fund.
The Adviser retains the right to use the names "Riccardi" and "High Yield"
or any variation thereof in connection with another investment company or
business enterprise with which the adviser is or may become associated. The
Trust's right to use the names " Riccardi" and "High Yield" automatically ceases
ninety days after termination of the Management Agreement and may be withdrawn
by the adviser on ninety days written notice.
The Adviser may make payments to banks or other financial institutions
that provide shareholder services and administer shareholder accounts. If a bank
or other financial institution were prohibited from continuing to perform all or
a part of such services, management of the Fund believes that there would be no
material impact on the Fund or its shareholders. Banks may charge their
customers fees for offering these services to the extent permitted by applicable
regulatory authorities, and the overall return to those shareholders availing
themselves of the bank services will be lower than to those shareholders who do
not. The Fund may from time to time purchase securities issued by banks which
provide such services; however, in selecting investments for the Fund, no
preference will be shown for such securities.
Thomas J. Herzfeld Advisors, Inc.(the "Sub-Adviser") is the
sub-adviser to the Fund. Under the terms of the sub-advisory agreement, Thomas
J. Herzfeld Advisors, Inc. receives a fee from the Adviser computed and accrued
daily and paid monthly at an annual rate of 0.05% of the average daily net
assets of the Fund. [Insert description of sub-advisory agreement.]
TRUSTEES AND OFFICERS
The Board of Trustees supervises the business activities of the Trust. The
names of the Trustees and executive officers of the Trust are shown below. Each
Trustee who is an "interested person" of the Trust, as defined in the Investment
Company Act of 1940, is indicated by an asterisk.
<TABLE>
<CAPTION>
=====================================================================================
NAME, AGE AND ADDRESS POSITION PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- -------------------------------------------------------------------------------------
<S> <C> <C>
*Kenneth D. Trumpfheller President, President, Treasurer and Secretary of
1793 Kingswood Drive Secretary, AmeriPrime Financial Services, Inc., the
Suite 200 Treasurer Fund's administrator, and AmeriPrime Financial
Southlake, Texas 76092 and Trustee Securities, Inc., the Fund's distributor,
Year of Birth: 1958 since 1994. President and Trustee of
AmeriPrime Funds and AmeriPrime Insurance
Trust. Prior to December, 1994, a senior
client executive with SEI Financial Services
- -------------------------------------------------------------------------------------
Mark W. Muller Trustee Account Manager for Clarion Technologies,
175 Westwood Drive a manufacturer of automotive, heavy truck, and
Suite 300 consumer goods, from 1996 to present. From 1986
Southlake, Texas 76092 to 1996, an engineer for Sicor, a telecommunication
Year of Birth: 1964 hardware company.
- -------------------------------------------------------------------------------------
Richard J. Wright, Jr. Trustee Various positions (most recently Program
8505 Forest Lane Manager) with Texas Instruments, a technology
MS 8672 company, from 1985 to present.
Dallas, Texas 75243
Year of Birth: 1962
=====================================================================================
</TABLE>
The following table estimates the Trustees' compensation for the first
full fiscal year. Trustee fees are Trust expenses and each series of the Trust
pays a portion of the Trustee fees.
=================================================================
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM TRUST (THE TRUST
NAME FROM TRUST IS NOT IN A FUND COMPLEX)
- -----------------------------------------------------------------
Kenneth D. Trumpfheller 0 0
- -----------------------------------------------------------------
Mark W. Muller $_______ $_____
- -----------------------------------------------------------------
Richard J. Wright $_______ $______
=================================================================
<PAGE>
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Board of Trustees of the Trust, the
Adviser is responsible for the Fund's portfolio decisions and the placing of the
Fund's portfolio transactions. In placing portfolio transactions, the Adviser
seeks the best qualitative execution for the Fund, 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. Consistent with
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc., and subject to its obligation of seeking best qualitative execution, the
Adviser may give consideration to sales of shares of the Trust as a factor in
the selection of brokers and dealers to execute portfolio transactions.
The Adviser is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Fund and/or the other
accounts over which the Adviser exercises investment discretion and to pay such
brokers or dealers a commission in excess of the commission another broker or
dealer would charge if the Adviser determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of a particular transaction
or the Adviser's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.
Research services include supplemental research, securities and economic
analyses, statistical services and information with respect to the availability
of securities or purchasers or sellers of securities and analyses of reports
concerning performance of accounts. The research services and other information
furnished by brokers through whom the Fund effect securities transactions may
also be used by the Adviser in servicing all of its accounts. Similarly,
research and information provided by brokers or dealers serving other clients
may be useful to the Adviser in connection with its services to the Fund.
Although research services and other information are useful to the Fund and the,
it is not possible to place a dollar value on the research and other information
received. It is the opinion of the Board of Trustees and the Adviser that the
review and study of the research and other information will not reduce the
overall cost to the Adviser of performing its duties to the Fund under the
Management Agreement.
While the Fund does not deem it practicable and in its best interests to
solicit competitive bids for commission rates on each transaction, consideration
is regularly given to posted commission rates as well as other information
concerning the level of commissions charged on comparable transactions by
qualified brokers.
The Fund has no obligation to deal with any broker or dealer in the
execution of its transactions. However, it is contemplated that Thomas J.
Herzfeld & Co., Inc., in its capacity as a registered broker-dealer, will effect
a significant amount of the Fund's securities transactions which are executed on
a national securities exchange and over-the-counter transactions conducted on an
agency basis. Such transactions will be executed at competitive commission rates
through [clearing broker]. Thomas J. Herzfeld & Co., Inc., an affiliate of the
Sub-Adviser, receives brokerage commissions from the Fund..
Over-the-counter transactions will be placed either directly with
principal market makers or with broker-dealers, if the same or a better price,
including commissions and executions, is available. Fixed income securities are
normally purchased directly from the issuer, an underwriter or a market maker.
Purchases include a concession paid by the issuer to the underwriter and the
purchase price paid to a market maker may include the spread between the bid and
asked prices.
Under the Investment Company Act of 1940, persons affiliated with the
Sub-Adviser (such as Thomas J. Herzfeld & Co., Inc.) or Adviser may be
prohibited from dealing with the Fund as a principal in the purchase and sale of
securities. Therefore, Thomas J. Herzfeld & Co., Inc. will not serve as the
Fund's dealer in connection with over-the-counter transactions. However, Thomas
J. Herzfeld & Co., Inc. may serve as the Fund's broker in over-the-counter
transactions conducted on an agency basis and will receive brokerage commissions
in connection with such transactions. Such agency transactions will be executed
through [clearing broker].
The Fund will not effect any brokerage transactions in its portfolio
securities with Thomas J. Herzfeld & Co., Inc. if such transactions would be
unfair or unreasonable to Fund shareholders, and the commissions will be paid
solely for the execution of trades and not for any other services. The
Management Agreement provides that affiliates of affiliates of the Adviser or
Sub-Advisermay receive brokerage commissions in connection with effecting such
transactions for the Fund. In determining the commissions to be paid to Thomas
J. Herzfeld & Co., Inc., it is the policy of the Fund that such commissions
will, in the judgment of the Trust's Board of Trustees, be (a) at least as
favorable to the Fund as those which would be charged by other qualified brokers
having comparable execution capability and (b) at least as favorable to the Fund
as commissions contemporaneously charged by Thomas J. Herzfeld & Co., Inc. on
comparable transactions for its most favored unaffiliated customers, except for
customers of Thomas J. Herzfeld & Co., Inc. considered by a majority of the
Trust's disinterested Trustees not to be comparable to the Fund. The
disinterested Trustees from time to time review, among other things, information
relating to the commissions charged by Thomas J. Herzfeld & Co., Inc. to the
Fund and its other customers, and information concerning the commissions charged
by other qualified brokers.
The Sub-Advisory Agreement does not provide for a reduction of the
Sub-Adviser's fee by the amount of any profits earned by Thomas J. Herzfeld &
Co., Inc. from brokerage commissions generated from portfolio transactions of
the Fund.
The Fund contemplates ongoing arrangements with other brokerage firms
from time to time. Thomas J. Herzfeld & Co., Inc. will not receive reciprocal
brokerage business as a result of the brokerage business placed by the Fund with
others.
To the extent that the Trust and another of the Adviser's clients seek to
acquire the same security at about the same time, the Trust may not be able to
acquire as large a position in such security as it desires or it may have to pay
a higher price for the security. Similarly, the Trust may not be able to obtain
as large an execution of an order to sell or as high a price for any particular
portfolio security if the other client desires to sell the same portfolio
security at the same time. On the other hand, if the same securities are bought
or sold at the same time by more than one client, the resulting participation in
volume transactions could produce better executions for the Trust. In the event
that more than one client wants to purchase or sell the same security on a given
date, the purchases and sales will normally be made by random client selection.
DETERMINATION OF SHARE PRICE
The price (net asset value) of the shares of the Fund is determined as of
4:00 p.m., Eastern time on each day the Trust is open for business and on any
other day on which there is sufficient trading in the Fund's securities to
materially affect the net asset value. The Trust is open for business on every
day except Saturdays, Sundays and the following holidays: New Year's Day, Martin
Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas. For a description of the methods
used to determine the net asset value (share price), see "Determination of Net
Asset Value" in the Prospectus.
Securities which are traded on any exchange or on the NASDAQ
over-the-counter market are valued at the last quoted sale price. Lacking a last
sale price, a security is valued at its last bid price except when, in the
Fund's adviser's opinion, the last bid price does not accurately reflect the
current value of the security. All other securities for which over-the-counter
market quotations are readily available are valued at their last bid price. When
market quotations are not readily available, when the Fund's adviser determines
the last bid price does not accurately reflect the current value or when
restricted securities are being valued, such securities are valued as determined
in good faith by the Fund's adviser, subject to review of the Board of Trustees
of the Trust.
Fixed income securities generally are valued by using market quotations,
but may be valued on the basis of prices furnished by a pricing service when the
Fund's adviser believes such prices accurately reflect the fair market value of
such securities. A pricing service utilizes electronic data processing
techniques based on yield spreads relating to securities with similar
characteristics to determine prices for normal institutional-size trading units
of debt securities without regard to sale or bid prices. When prices are not
readily available from a pricing service, or when restricted or illiquid
securities are being valued, securities are valued at fair value as determined
in good faith by the Fund's adviser, subject to review of the Board of Trustees.
Short term investments in fixed income securities with maturities of less than
60 days when acquired, or which subsequently are within 60 days of maturity, are
valued by using the amortized cost method of valuation, which the Board has
determined will represent fair value.
INVESTMENT PERFORMANCE
The Fund may periodically advertise "average annual total return."
"Average annual total return," as defined by the Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
for the period indicated that would equate the initial amount invested to the
ending redeemable value, according to the following formula:
P(1+T)n=ERV
Where:P = a hypothetical $1,000 initial investment
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the applicable period
of the hypothetical $1,000 investment made at the beginning
of the applicable period.
The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates and that a complete redemption
occurs at the end of the applicable period. If the Fund has been in existence
less than one, five or ten years, the time period since the date of the initial
public offering of shares will be substituted for the periods stated.
The Fund's "yield" is determined in accordance with the method defined by
the Securities and Exchange Commission. A yield quotation is based on a 30 day
(or one month) period and is computed by dividing the net investment income per
share earned during the period by the maximum offering price per share on the
last day of the period, according to the following formula:
Yield = 2[(a-b/cd+1)6-1]
Where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period that
were entitled to receive dividends
d = the maximum offering price per share on the last day of the period
Solely for the purpose of computing yield, dividend income recognized by
accruing 1/360 of the stated dividend rate of the security each day that the
Fund owns the security. Generally, interest earned (for the purpose of "a"
above) on debt obligations is computed by reference to the yield to maturity of
each obligation held based on the market value of the obligation (including
actual accrued interest) at the close of business on the last business day prior
to the start of the 30-day (or one month) period for which yield is being
calculated, or, with respect to obligations purchased during the month, the
purchase price (plus actual accrued interest). With respect to the treatment of
discount and premium on mortgage or other receivable-backed obligations which
are expected to be subject to monthly paydowns of principal and interest, gain
or loss attributable to actual monthly paydowns is accounted for as an increase
or decrease to interest income during the period and discount or premium on the
remaining security is not amortized.
The Fund may also advertise performance information (a "non-standardized
quotation") which is calculated differently from average annual total return. A
non-standardized quotation of total return may be a cumulative return which
measures the percentage change in the value of an account between the beginning
and end of a period, assuming no activity in the account other than reinvestment
of dividends and capital gains distributions. A non-standardized quotation may
also be an average annual compounded rate of return over a specified period,
which may be a period different from those specified for average annual total
return. In addition, a non-standardized quotation may be an indication of the
value of a $10,000 investment (made on the date of the initial public offering
of the Fund's shares) as of the end of a specified period. These
non-standardized quotations do not include the effect of the applicable sales
load which, if included, would reduce the quoted performance. A non-standardized
quotation of total return will always be accompanied by the Fund's average
annual total return as described above.
The Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
that Fund. These factors and possible differences in the methods and time
periods used in calculating non-standardized investment performance should be
considered when comparing the Fund's performance to those of other investment
companies or investment vehicles. The risks associated with the Fund's
investment objective, policies and techniques should also be considered. At any
time in the future, investment performance may be higher or lower than past
performance, and there can be no assurance that any performance will continue.
From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of the Fund
may be compared to indices of broad groups of unmanaged securities considered to
be representative of or similar to the portfolio holdings of the Fund or
considered to be representative of the stock market in general. These may
include the Standard & Poor's 500 Stock Index, the NASDAQ Composite Index or the
Dow Jones Industrial Average.
In addition, the performance of the Fund may be compared to other groups
of mutual funds tracked by any widely used independent research firm which ranks
mutual funds by overall performance, investment objectives and assets, such as
Lipper Analytical Services, Inc. or Morningstar, Inc. The objectives, policies,
limitations and expenses of other mutual funds in a group may not be the same as
those of the Fund. Performance rankings and ratings reported periodically in
national financial publications such as Barron's and Fortune also may be used.
CUSTODIAN
Firstar Bank, N.A., 425 Walnut Street M.L 6118, Cincinnati, Ohio 45202, is
custodian of the Fund's investments. The custodian acts as the Fund's
depository, safekeeps its portfolio securities, collects all income and other
payments with respect thereto, disburses funds at the Fund's request and
maintains records in connection with its duties.
TRANSFER AGENT
Unified Fund Services, Inc. ("Unified"), 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, acts as the Fund's transfer agent and, in such
capacity, maintains the records of each shareholder's account, answers
shareholders' inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution disbursing
agent and performs other transfer agency and shareholder service functions. [For
its services as transfer agent, Unified receives a monthly fee from the Adviser
of $1.20 per shareholder (subject to a minimum monthly fee of $750).] In
addition, Unified provides the Fund with fund accounting services, which include
certain monthly reports, record-keeping and other management-related services.
[For its services as fund accountant, Unified receives an annual fee from the
Adviser equal to 0.0275% of the Fund's assets up to $100 million, 0.0250% of the
Fund's assets from $100 million to $300 million, and 0.0200% of the Fund's
assets over $300 million (subject to various monthly minimum fees, the maximum
being $2,000 per month for assets of $20 to $100 million).]
ACCOUNTANTS
The firm of McCurdy & Associates CPA's, Inc., 27955 Clemens Road,
Westlake, Ohio 44145, has been selected as independent public accountants for
the Fund for the first fiscal year. McCurdy & Associates performs an annual
audit of the Fund's financial statements and provides financial, tax and
accounting consulting services as requested.
DISTRIBUTOR
AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092 (the "Distributor"), is the exclusive agent for
distribution of shares of the Fund. Kenneth D. Trumpfheller, a Trustee and
Officer of the Trust, is an affiliate of the Distributor. The Distributor is
obligated to sell the shares of the Fund on a best efforts basis only against
purchase orders for the shares. Shares of the Fund are offered to the public on
a continuous basis.
<PAGE>
ADMINISTRATOR
The Fund retains AmeriPrime Financial Services, Inc., 1793 Kingswood
Drive, Suite 200, Southlake, TX 76092, (the "Administrator") 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 Administrator receives a monthly fee from the Adviser equal to
an annual average rate of 01.0% of the Fund's average daily net assets up to
fifty million dollars, 0.075% of the Fund's average daily net assets from fifty
to one hundred million dollars and 0.050% of the Fund's average daily net assets
over one hundred million dollars.] The Administrator, the Distributor, and
Unified (the Fund's transfer agent) are controlled by Unified Financial
Services, Inc.
<PAGE>
AMERIPRIME ADVISORS TRUST
PART C. OTHER INFORMATION
-----------------
Item 23. Exhibits
(a) Articles of Incorporation.
(i) Registrant's Agreement and Declaration of Trust, which was filed as an
Exhibit to Registrant's Registration Statement, is hereby incorporated by
reference.
(ii) Copy of Amendment No. 1 to Registrant's Declaration of Trust which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 4, is
hereby incorporated by reference.
(iii) Copy of Amendment No. 2 to Registrant's Declaration of Trust which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 4, is
hereby incorporated by reference.
(b) By-laws. Registrant's By-laws, which were filed as an Exhibit to
Registrant's Registration Statement, are hereby incorporated by reference.
(c) Instruments Defining Rights of Security Holder. None (other than in the
Declaration of Trust and By-laws of the Registrant).
(d) Investment Advisory Contracts.
(i) Registrant's Management Agreement with Stoneridge Investment Partners,
LLC for the Stoneridge Equity Fund, which was filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, is hereby incorporated by
reference.
(ii) Registrant's Management Agreement with Stoneridge Investment Partners,
LLC for the Stoneridge Small Cap Equity Fund, which was filed as an Exhibit
to Registrant's Pre-Effective Amendment No. 1, is hereby incorporated by
reference.
(iii) Registrant's Management Agreement with Stoneridge Investment
Partners, LLC for the Stoneridge Bond Fund, which was filed as an Exhibit
to Registrant's Pre-Effective Amendment No. 1, is hereby incorporated by
reference.
(iv) Registrant's Management Agreement with Nashville Capital Corporation
for the Monteagle Opportunity Growth Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 3, is hereby incorporated by
reference.
(v) Registrant's Management Agreement with Nashville Capital Corporation
for the Monteagle Value Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 3, is hereby incorporated by reference.
(vi) Registrant's Management Agreement with Nashville Capital Corporation
for the Monteagle Large Cap Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 3, is hereby incorporated by
reference.
(vii) Registrant's Management Agreement with Nashville Capital Corporation
for the Monteagle Fixed Income Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 3, is hereby incorporated by
reference.
(viii) Advisory Agreement for the Monteagle Opportunity Growth Fund, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 3, is
hereby incorporated by reference.
(ix) Advisory Agreement for the Monteagle Value Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 3, is hereby
incorporated by reference.
(x) Advisory Agreement for the Monteagle Large Cap Fund, which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 3, is hereby
incorporated by reference.
(xi) Advisory Agreement for the Monteagle Fixed Income Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 3, is
hereby incorporated by reference.
(xii) Registrant's Proposed Management Agreement with Ensemble Investments,
Inc. for the Ensemble Community Flagship Fund which was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 4, is hereby incorporated by
reference.
(xiii) Registrant's Proposed Management Agreement with Ensemble
Investments, Inc. for the Ensemble Community Technology Fund which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 4, is
hereby incorporated by reference.
(xiv) Registrant's Proposed Management Agreement with Ensemble Investments,
Inc. for the Ensemble Partners Equity Fund which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 4, is hereby incorporated by
reference.
(iv) Registrant's Management Agreement with AExpert Advisory,
Inc. for the Enhans Master Investor Fund is filed herewith.
(xvi) Registrant's Management Agreement withAExpert Advisory, Inc. for the
Enhans RT 500 Fund is filed herewith.
(xvii) Registrant's Proposed Management Agreement with Cloud, Neff &
Associates, Inc. for the Cloud, Neff Capital Appreciation Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 6, is
hereby incorporated by reference.
(xviii) Registrant's Proposed Management Agreement with Paragon Capital
Management, Inc. for the Paragon Dynamic Hedge Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 7, is hereby
incorporated by reference.
(xix) Registrant's Proposed Management Agreement with Paragon Capital
Management, Inc. for the Paragon Uncorrelated Return Fund, which was filed
as an Exhibit to Registrant's Post-Effective Amendment No. 7, is hereby
incorporated by reference.
(xx) Registrant's Proposed Management Agreement with Riccardi Group LLC for
the Master High Yield Income Fund is filed herewith.
(xxi) Proposed Sub-Advisory Agreement between Riccardi Group LLC and Thomas
J. Herzfeld Advisors, Inc. for the Master High Yield Income Fund is filed
herewith.
(e) Underwriting Contracts.
(i) Registrant's Underwriting Agreement with AmeriPrime Financial
Securities, Inc., which was filed as an Exhibit to Registrant's
Pre-Effective Amendment No. 1, is hereby incorporated by reference.
(ii) Registrant's form of Dealer Agreement, which was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 6, is hereby incorporated by
reference.
(iii) Amended Exhibit A to Underwriting Agreement, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 4, is hereby
incorporated by reference.
(f) Bonus or Profit Sharing Contracts. None.
(g) Custodian Agreements.
(i) Registrant's Custodian Agreement with Firstar Bank, N.A., which was
filed as an Exhibit to Registrant's Pre-Effective Amendment No. 1, is
hereby incorporated by reference.
(ii) Amended Appendix B to Custodian Agreement, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 4, is hereby
incorporated by reference.
(h) Other Material Contracts. None.
(h) Legal Opinion.
(i) Opinion and Consent of Brown, Cummins & Brown Co., L.P.A. is filed
herewith.
(j) Other Opinions. Consent of McCurdy & Associates CPA's, Inc. is filed
herewith.
(k) Omitted Financial Statements. None.
(l) Initial Capital Agreements. Letter of Initial Stockholder, which was filed
as an Exhibit to Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference.
(m) Rule 12b-1 Plan. (i) Form of Registrant's Rule 12b-1 Service Agreement for
the Enhans RT Funds, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 5, is hereby incorporated by reference.
(ii) Form of Registrant's Rule 12b-1 Distribution Plan for the Enhans RT
Funds, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 5, is hereby incorporated by reference.
(n) Rule 18f-3 Plan. None.
(o) Reserved.
(p) Codes of Ethics. Copy of Registrant's Code of Ethics, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 7, is hereby
incorporated by reference.
(q) Powers of Attorney.
(i) Power of Attorney for Registrant and Certificate with respect thereto,
which were filed as an Exhibit to Registrant's Pre-Effective Amendment No.
1, are hereby incorporated by reference.
(ii) Powers of Attorney for the Trustees, which were filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, are hereby incorporated by
reference.
(iii) Power of Attorney for the President, Treasurer, Secretary and
Trustee, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 6, is hereby incorporated by reference.
Item 24. Persons Controlled by or Under Common Control with the Funds
- -------- ------------------------------------------------------------
As of March 14, 2000, First Union National Bank, Trustee, owned 87.71%49.20% of
the StoneRidge Small-Cap Equity Fund, 78.60% of the StoneRidge Equity Fund and
99.63% of the StoneRidge Bond Fund. As a result, the StoneRidge Small-Cap Equity
Fund, the StoneRidge Equity Fund and the StoneRidge Bond Fund may be deemed to
be under common control.
As of March 14, 2000, First Farmers and Merchant National Bank, Trustee, owned
100% of the Monteagle Large Cap Fund, the Monteagle Value Fund, the Monteagle
Opportunity Growth Fund, and the Monteagle Fixed Income Fund. As a result, the
Monteagle Funds may be deemed to be under common control.
As of March 14, 2000, Specialty Screw Machine Company owned 99.72% of the Enhans
RT 500 Fund and 99.72% of the Enhans Master Investor Fund. As a result, the
Enhans Funds may be deemed to be under common control.
Item 25. Indemnification
(a) Article VI of the Registrant's Declaration of Trust provides for
indemnification of officers and Trustees as follows:
Section 6.4 Indemnification of Trustees, Officers, etc. Subject to and except as
otherwise provided in the Securities Act of 1933, as amended, and the 1940 Act,
the Trust shall indemnify each of its Trustees and officers (including persons
who serve at the Trust's request as directors, officers or trustees of another
organization in which the Trust has any interest as a shareholder, creditor or
otherwise (hereinafter referred to as a "Covered Person") against all
liabilities, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and expenses, including
reasonable accountants' and counsel fees, incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or having been
such a Trustee or officer, director or trustee, and except that no Covered
Person shall be indemnified against any liability to the Trust or its
Shareholders to which such Covered Person would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office.
Section 6.5 Advances of Expenses. The Trust shall advance attorneys' fees or
other expenses incurred by a Covered Person in defending a proceeding to the
full extent permitted by the Securities Act of 1933, as amended, the 1940 Act,
and Ohio Revised Code Chapter 1707, as amended. In the event any of these laws
conflict with Ohio Revised Code Section 1701.13(E), as amended, these laws, and
not Ohio Revised Code Section 1701.13(E), shall govern.
Section 6.6 Indemnification Not Exclusive, etc. The right of indemnification
provided by this Article VI shall not be exclusive of or affect any other rights
to which any such Covered Person may be entitled. As used in this Article VI,
"Covered Person" shall include such person's heirs, executors and
administrators. Nothing contained in this article shall affect any rights to
indemnification to which personnel of the Trust, other than Trustees and
officers, and other persons may be entitled by contract or otherwise under law,
nor the power of the Trust to purchase and maintain liability insurance on
behalf of any such person.
The Registrant may not pay for insurance which protects the Trustees and
officers against liabilities rising from action involving willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of their offices.
(b) The Registrant may maintain a standard mutual fund and investment advisory
professional and directors and officers liability policy. The policy, if
maintained, would provide coverage to the Registrant, its Trustees and officers,
and could cover its Advisors, among others. Coverage under the policy would
include losses by reason of any act, error, omission, misstatement, misleading
statement, neglect or breach of duty.
(c) Pursuant to the Underwriting Agreement, the Trust shall indemnify
Underwriter and each of Underwriter's Employees (hereinafter referred to as a
"Covered Person") against all liabilities, including but not limited to amounts
paid in satisfaction of judgments, in compromise or as fines and penalties, and
expenses, including reasonable accountants' and counsel fees, incurred by any
Covered Person in connection with the defense or disposition of any action, suit
or other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Person may be or may
have been involved as a party or otherwise or with which such person may be or
may have been threatened, while serving as the underwriter for the Trust or as
one of Underwriter's Employees, or thereafter, by reason of being or having been
the underwriter for the Trust or one of Underwriter's Employees, including but
not limited to liabilities arising due to any misrepresentation or misstatement
in the Trust's prospectus, other regulatory filings, and amendments thereto, or
in other documents originating from the Trust. In no case shall a Covered Person
be indemnified against any liability to which such Covered Person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties of such Covered Person.
(d) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the provisions of Ohio law and the Agreement and
Declaration of the Registrant or the By-Laws of the Registrant, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Trust in the successful defense of any action, suit or proceeding)
is asserted by such trustee, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
Item 26. Business and Other Connections of Investment Adviser
(a) Stoneridge Investment Partners, LLC ("Stoneridge"), 7 Great Valley Parkway,
Suite 290, Malvern, PA 19355, adviser to the Stoneridge Equity Fund,
Stoneridge Small Cap Equity Fund and Stoneridge Bond Fund, is a registered
investment adviser. (i) Stoneridge has engaged in no other business during
the past two fiscal years.
(ii) Information with respect to each officer and member of Stoneridge is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisors Act (File No. 801-56755).
(b) Nashville Capital Corporation ("NCC"), 209 10th Avenue South, Suite 332,
Nashville, TN 37203, investment manager to the Monteagle Opportunity Growth
Fund, Monteagle Value Fund, Monteagle Large Cap Fund, Monteagle Fixed
Income Fund, is a registered investment adviser.
(i)NCC has engaged in investment banking and general management consulting
in the health care industry since 1992 and has engaged in market investment
advising to institutional investors since 1993.
(ii) Information with respect to each officer and member of NCC is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisors Act (File No. 801-32593).
(c) Robinson Investment Group, Inc.("Robinson"), 5301 Virginia Way, Suite 150,
Brentwood, Tennessee 37027, adviser to the Monteagle Value Fund is a
registered investment adviser.
(i) Robinson has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each officer and director of Robinson is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisors Act (File No. 801-51450)
(d) Howe and Rusling, Inc. ("Howe and Rusling"), 120 East Avenue, Rochester,
New York 14604, adviser to Monteagle Large Cap Fund and Monteagle Fixed
Income Fund is a registered investment adviser.
(i) Howe and Rusling has engaged in no other business during the past two
fiscal years.
(ii) Information with respect to each officer and director of Howe and
Rusling is incorporated by reference to Schedule D of Form ADV filed by it
under the Investment Advisors Act (File No. 801-294).
(e) T.H. Fitzgerald, Jr. ("Fitzgerald"), 180 Church Street, Naugatuck,
Connecticut 06770, adviser for the Monteagle Opportunity Growth Fund, is a
registered investment adviser. (i) Fitzgerald has engaged in no other
business during the past two fiscal years.
(ii) Information with respect to each principal of Fitzgerald is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisors Act (File No. 801-12196)
(f) Ensemble Investments, Inc. ("Ensemble"), 2010 N. First Street, San Jose,
California, adviser for the Ensemble Community Flagship Fund, Ensemble
Community Technology Fund and Ensemble Partners Equity Fund, is a
registered investment adviser. (i) Ensemble has engaged in no other
business during the past two fiscal years.
(ii) Information with respect to each officer and director of Ensemble is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisors Act (File No. 801-57140).
(g) AExpert Advisory, Inc. ("AExpert"), 25 West King Street, Lancaster,
Pennsylvania 17603, adviser to Enhans Master Investor Fund and Enhans RT
500 Fund, is a registered investment adviser.
(i) AExpert has engaged in no other business during the past two fiscal years.
(ii) Information with respect to each officer and director of AExpert is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-43349).
(h) Cloud, Neff & Associates, Inc. ("Cloud, Neff"), 606 Park Tower, 5314 South
Yale, Tulsa, Oklahoma 74135, adviser to the Cloud, Neff Capital
Appreciation Fund, is a registered investment adviser. (i) Cloud, Neff has
engaged in no other business during the past two fiscal years.
(ii) Information with respect to each officer and director of Cloud, Neff
is incorporated by reference to Schedule D of Form ADV filed by it under
the Investment Advisers Act (File No. 801-43639).
(i) Paragon Capital Management, Inc. ("Paragon"), 3651 N. 100 E., Suite
275, Provo, Utah 84604, adviser to the Paragon Dynamic Hedge Fund and the
Paragon Uncorrelated Return Fund, is a registered investment adviser. (i)
Paragon has engaged in no other business during the past two fiscal years.
(ii) Information with respect to each officer and director of Paragon is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-45326).
(j) Riccardi Group LLC ("Riccardi"), 340 Sunset Dr., Ft. Lauderdale, Florida
33301, adviser to the Master High Yield Income Fund, is a registered
investment adviser.
(i) Riccardi has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each officer and member of Paragon is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-56024).
(k) Thomas J. Herzfeld Advisors, Inc., ("Herzfeld"), P.O. Box 161465, Miami,
Florida 33116, sub-adviser to the Master High Yield Income Fund is a
registered investment adviser.
(i) Herzfeld has engaged in no other business during the past two fiscal
years.
(ii) Information with respect to each officer and director of Paragon is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-20866).
Item 27. Principal Underwriters
(a) AmeriPrime Financial Securities, Inc. is the Registrant's principal
underwriter. Kenneth D. Trumpfheller, 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, is the President, Secretary and Treasurer of the
underwriter and the President, Treasurer and a Trustee of the Registrant.
AmeriPrime Financial Services, Inc. is also the underwriter for the
AmeriPrime Funds, AmeriPrime Insurance Trust, the Kenwood Funds, the
Rockland Funds Trust and the TANAKA Funds, Inc.
(b) Information with respect to each director and officer of AmeriPrime
Financial Securities, Inc. is incorporated by reference to Schedule A of
Form BD filed by it under the Securities Exchange Act of 1934 (File No.
8-48143).
(c) Not applicable.
Item 28. Location of Accounts and Records
Accounts, books and other documents required to be maintained by Section 31(a)
of the Investment Company Act of 1940 and the Rules promulgated thereunder will
be maintained by the Registrant at 1793 Kingswood Drive, Suite 200, Southlake,
Texas 76092 and/or by the Registrant's Custodian, Firstar Bank, N.A., 425 Walnut
Street, Cincinnati, Ohio 45202, and/or by the Registrant's Transfer Agent,
Unified Fund Services, Inc., 431 North Pennsylvania Street, Indianapolis,
Indiana 46204.
Item 29. Management Services Not Discussed in Parts A or B
- -------- -------------------------------------------------
None.
Item 30. Undertakings
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio on the 17 day of March,
2000.
AmeriPrime Advisors Trust
By: __/s/_______________________________
Donald S. Mendelsohn
Attorney-in Fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
*By: /s/
Kenneth D. Trumpfheller,* Donald S. Mendelsohn
President, Treasurer and Trustee Attorney-in-Fact
March 17, 2000
Mark Muller,* Trustee
Richard Wright,* Trustee
EXHIBIT INDEX
1. Management Agreement (Enhans RT 500 Fund).......................EX-99.23.d.1
2. Management Agreement (Enhans Master Investor Fund)..............EX-99.23.d.2
3. Proposed Management Agreement (Master High Yield Income Fund)...EX-99.23.d.3
4. Proposed Sub-Advisory Agreement (Master High Yield Income Fund).EX-99.23.d.4
5. Opinion and Consent of Counsel....................................EX-99.23.i
6. Consent of Accountant.............................................EX-99.23.j
MANAGEMENT AGREEMENT
TO: AExpert Advisory, Inc.
25 West King Street
Lancaster, Pennsylvania 17603
Dear Sirs:
AmeriPrime Advisors Trust (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 Enhans RT Sector 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, (the"1940 Act")
as amended); 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), 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. 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 1.65% 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
"Enhans RT" 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 "Enhans RT" 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 "Enhans RT" 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 Advisors Trust" 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, Southlake, Texas 76092, and your address for this purpose
shall be 25 West King Street, Lancaster, Pennsylvania 17603.
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.
.........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 Advisors Trust
By: __/s/ _________________________ By:______/s/_______________________
Monta B. Henry Kenneth D. Trumpfheller, President
Dated: December 30, 1999
ACCEPTANCE
The foregoing Agreement is hereby accepted.
ATTEST: .........
......... AExpert Advisory, Inc.
By:_______/s/_______________________ By:_______/s/_____________________
Name/Title... Kenneth S. Ray, President
Dated: December 30, 1999
MANAGEMENT AGREEMENT
TO: AExpert Advisory, Inc.
25 West King Street
Lancaster, Pennsylvania 17603
Dear Sirs:
AmeriPrime Advisors Trust (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 Enhans RT SPDR 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, (the"1940 Act")
as amended); 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), 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. 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 1.65% 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
"Enhans RT" 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 "Enhans RT" 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 "Enhans RT" 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 Advisors Trust" 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, Southlake, Texas 76092, and your address for this purpose
shall be 25 West King Street, Lancaster, Pennsylvania 17603.
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.
.........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 Advisors Trust
By: ______/s/______________________ By:_______/s/______________________
Monta B. Henry Kenneth D. Trumpfheller, President
Dated: December 30, 1999
ACCEPTANCE
The foregoing Agreement is hereby accepted.
ATTEST: .........
......... AExpert Advisory, Inc.
By:_______/s/______________________ By:_____/s/__________________________
Name/Title... Kenneth S. Ray, President
Dated: December 30, 1999
MANAGEMENT AGREEMENT
TO:...Riccardi Group LLC
......340 Sunset Drive
......Ft. Lauderdale, Florida 33301
Dear Sirs:
......AmeriPrime Advisors Trust (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 Master High Yield Income 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.....MANAGEMENT SERVICES
............You will provide or arrange to be provided to the Fund such
investment advice as you in your discretion deem advisable and will furnish or
arrange to be furnished a continuous investment program for the Fund consistent
with the Fund's investment objectives and policies. You will determine or
arrange for others to 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 may delegate any or all of the
responsibilities, rights or duties described above to one or more sub-advisers
who shall enter into agreements with you, provided the agreements are approved
and ratified 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 Investment Company Act of 1940, as amended (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 Fund. Any such
delegation shall not relieve you from any liability hereunder.
......
............You will also 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. You may delegate any of the responsibilities, rights or
duties described above to one or more persons, provided you notify the Trust and
agree that such delegation does not relieve you from any liability hereunder.
......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 1940 Act); and all other operating expenses not
specifically assumed by the Fund.
<PAGE>
............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 1.25% 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,
the following persons may retain compensation in connection with effecting the
Fund's portfolio transactions, including transactions effected through others:
you, any of your affiliates, any affiliates of your affiliates, any sub-adviser
with which you have entered into an agreement in accordance with paragraph 1
hereof, any affiliates of any such sub-adviser, or any affiliates of any such
affiliates. 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
"Riccardi", "Master Income" 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 names "Riccardi" and "Master Income" 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 names "Riccardi" or "Master Income" 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 Advisors Trust" 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, Southlake, Texas 76092, and your address for this purpose shall be 340
Sunset Drive, Ft. Lauderdale, Florida 33301.
......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.
............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 Advisors Trust
By: _______________________________ By:_________________________________
......Name/Title Kenneth D. Trumpfheller, President
Dated: ___________, 2000
ACCEPTANCE
The foregoing Agreement is hereby accepted.
ATTEST:.....
...... Riccardi Group LLC
By:_________________________________ By:_________________________________
Name/Title Richard Riccardi, President
Dated: ___________, 2000
AMERIPRIME ADVISORS TRUST
INVESTMENT SUB-ADVISORY AGREEMENT
INVESTMENT SUB-ADVISORY AGREEMENT, dated as of ________, 2000, between
Riccardi Group LLC, a ___________ limited liability company (the "Adviser"), and
Thomas J. Herzfeld Advisors, Inc., a ________ corporation (the "Sub-Adviser").
WHEREAS, the Adviser acts as the investment Adviser to the Master High
Yield Bond Fund (the "Fund"), a series of AmeriPrime Advisors Trust, an Ohio
business trust (the "Trust"), pursuant to a management agreement dated as of
_____________, 2000 (the "Management Agreement");
WHEREAS, the Management Agreement provides that Adviser may delegate any
or all of its portfolio management responsibilities under the Management
Agreement to one or more sub-advisers; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to render portfolio
management services in the manner and on the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the parties hereto agree as follows:
SECTION 1. .SUB-ADVISORY SERVICES.
a. The Sub-Adviser shall, subject to the supervision of the Adviser, provide
investment ideas and recommendations for the management of the investment
portfolio of the Fund. The Sub-Adviser shall provide investment ideas and
recommendations to the Fund in conformity with 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 or Adviser may from time to time establish. The
Adviser in its discretion and without prior consultation with the
Sub-Advisor is responsible, to buy, sell, lend and otherwise trade in any
stocks, bonds and other securities and investment instruments on behalf of
the Fund in accordance with the Management Agreement.
b. The Sub-Adviser shall be available to the Investment Adviser to consult on
[no less than a weekly] [an as needed] basis regarding the investment
portfolio of the Fund.
c. The Sub-Adviser shall provide to the Adviser a copy of the Sub-Adviser's
Form ADV as filed with the Securities and Exchange Commission and as
amended from time to time.
SECTION 2...EXPENSES OF THE SUB-ADVISER. During the term of this Agreement, the
Sub-Adviser shall pay all expenses incurred by it in connection with its
activities under this Agreement. The Sub-Adviser shall not be liable for any
expenses of the Adviser or the Fund.
SECTION 3...COMPENSATION OF THE SUB-ADVISER. For the services provided pursuant
to this Agreement, the Adviser will pay to the Sub-Adviser as full compensation
therefor a fee at the annual rate of ___% of the average value of the Fund's
daily net assets. This fee for each month will be paid to the Sub-Adviser during
the succeeding month.
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).
SECTION 4...LIABILITY OF THE SUB-ADVISER. Neither Sub-Adviser nor its
shareholders, members, officers, directors, employees, agents, control persons
or affiliates of any thereof, shall be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
Any person, even though also a director, officer, employee, shareholder, member
or agent of Sub-Adviser, 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 Sub-Adviser's duties hereunder), to be rendering such services
to or acting solely for the Trust and not as a director, officer, employee,
shareholder, member or agent of Sub-Adviser, or one under Sub-Adviser's control
or direction, even though paid by Sub-Adviser.
SECTION 5...DURATION AND TERMINATION. The term of this Agreement shall begin on
the date of this Agreement and shall continue in effect for a period of two
years from the date of its execution. This Agreement shall continue in effect
from year to year thereafter, subject to termination as hereinafter provided, if
such continuance is approved at least annually by (a) a majority of the
outstanding voting securities of the Fund or by vote of the Trust's Board of
Trustees, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by vote of a majority of the Trustees of the Trust who are not
parties to this Agreement or interested persons of the Adviser, the Sub-Adviser
or the Trust, cast in person at a meeting called for the purpose of voting on
such approval. This Agreement may be terminated, without the payment of any
penalty, by a) the Adviser with the consent of the Trust's Board of Trustees, b)
the Trust's Board of Trustees, or c) vote of a majority of the outstanding
voting securities of the Fund, in any such case on 30 days' written notice to
the Sub-Adviser. The Agreement may be terminated, without the payment of any
penalty, by the Sub-Adviser at any time, on 90 days' written notice to the
Adviser. This Agreement will automatically and immediately terminate in the
event of its assignment (as defined in the 1940 Act).
SECTION 6...AMENDMENT. This Agreement may be amended by mutual consent of the
Adviser, the Sub-Adviser and the Trust, but the consent of the Trust must be
approved (a) by vote of a majority of those Trustees of the Trustee who are not
parties to this Agreement or interested persons of the Adviser, the Sub-Adviser
or the Trust, cast in person at a meeting called for the purpose of voting on
such amendment, and (b) if required under then current interpretations of the
1940 Act by the Securities and Exchange Commission, by vote of a majority of the
outstanding voting securities of the Fund.
SECTION 7...NOTICES. Notices of any kind to be given in writing and shall be
duly given if mailed or delivered to the Sub-Adviser at P.O. Box 161465, Miami,
Florida 33116 and to the Adviser at 340 Sunset Drive, Ft. Lauderdale, Florida
33301, or at such other address or to such other individual as shall be
specified by the party to be given notice.
SECTION 8...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 "assignment," "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.
SECTION 9...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.
SECTION 10..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.
SECTION 11..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.
SECTION 12..CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereto for otherwise affect their construction or effect.
SECTION 13. CHANGE OF CONTROL. Sub-Adviser undertakes to notify
Adviser ------------------ and the Trust in writing sufficiently in advance of
any change of control, as will enable the Trust to consider whether an
assignment would occur.
SECTION 14..OTHER BUSINESS. Except as set forth above, nothing in this Agreement
shall limit or restrict the right of any of the Sub-Adviser's directors,
officers or employees who may also be a trustee, officer, or employee of the
Trust to engage in any other business or to devote his or her time and attention
in part to the management or other aspects of any business, whether of a similar
or a dissimilar nature, nor limit or restrict the Sub-Adviser's right to engage
in any other business or to render services of any kind to any other
corporation, firm, individual or association.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the date and year first above
written.
RICCARDI GROUP LLC THOMAS J. HERZFELD ADVISORS, INC.
By: ...... By:
---------------------------------
Name: ...... Name:
------------------------------------
Title: ..... Title:
-----------------------------------
BROWN, CUMMINS & BROWN CO., L.P.A.
ATTORNEYS AND COUNSELORS AT LAW
3500 CAREW TOWER
J. W. BROWN 441 VINE STREET JOANN M. STRASSER
(1911-1995) CINCINNATI, OHIO 45202 AARON A.VANDERLAAN
JAMES R. CUMMINS TELEPHONE (513) 381-2121
ROBERT S BROWN TELECOPIER (513) 381-2125
DONALD S. MENDELSOHN OF COUNSEL
LYNNE SKILKEN GILBERT BETTMAN
KATHRYN KNUE PRZYWARA
MELANIE S. CORWIN
......
March 17, 2000
AmeriPrime Advisors Trust
1793 Kingswood Drive
Southlake, Texas 76092
RE: AMERIPRIME ADVISORS TRUST, FILE NOS. 333-85083 AND 811-09541
Gentlemen:
This letter is in response to your request for our opinion in connection
with the filing of the Post-Effective Amendment No. 9 to the Registration
Statement of the AmeriPrime Advisors Trust (the "Trust".)
We have examined a copy of the Trust's Agreement and Declaration of Trust,
the Trust's By-Laws, the Trust's record of the various actions by the Trustees
thereof, and all such agreements, certificates of public officials, certificates
of officers and representatives of the Trust and others, and such other
documents, papers, statutes and authorities as we deem necessary to form the
basis of the opinion hereinafter expressed. We have assumed the genuineness of
the signatures and the conformity to original documents of the copies of such
documents supplied to us as original or photostat copies.
Based upon the foregoing, we are of the opinion that after Post-Effective
Amendment No. 9 is effective for purposes of federal and applicable state
securities laws, the shares of StoneRidge Bond Fund, StoneRidge Small Cap Equity
Fund, StoneRidge Equity Fund, Monteagle Opportunity Growth Fund, Monteagle Value
Fund, Monteagle Large Cap Fund, Monteagle Fixed Income Fund, Enhans RT 500 Fund,
Enhans Master Investor Fund, Ensemble Community Flagship Fund, Ensemble
Community Technology Fund, Ensemble Partners Equity Fund, Cloud, Neff Capital
Appreciation Fund, Paragon Dynamic Hedge Fund, Paragon Uncorrelated Return Fund,
and Master High Yield Income Fund, each a series of the Trust, if issued in
accordance with the then current Prospectuses and Statements of Additional
Information of such Funds, will be legally issued, fully paid and
non-assessable.
We herewith give you our permission to file this opinion with the
Securities and Exchange Commission as an exhibit to Post-Effective Amendment No.
9 to the Registration Statement.
...... Very truly yours,
/s/
...... Brown, Cummins & Brown Co., L.P.A.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to all references to our
firm included in or made a part of this Post-Effective Amendment No. 9 to
AmeriPrime Advisors Trust's Registration Statement on Form N-1A (file No.
333-85083), including the reference to our firm under the heading "ACCOUNTANTS"
in the Statement of Additional Information.
/s/
- ----------------------------
McCurdy & Associates CPA's, Inc.
Westlake, Ohio
March 17, 2000
