MANAGEMENT AGREEMENT
TO: Advanced Investment Technology, Inc.
000 Xxxx Xxxxx Xxxx.
Xxxxxxxxxx, Xxxxxxx 00000
Dear Sirs:
AmeriPrime Funds (the "Trust") herewith confirms our
agreement with you.
The Trust has been organized to engage in the business of an
investment company. The Trust currently offers several series of
shares to investors, one of which is the AIT Vision U.S. Equity
Portfolio (the "Fund").
You have been selected to act as the sole investment adviser
of the Fund and to provide certain other services, as more fully
set forth below, and you are willing to act as such investment
adviser and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Trust agrees
with you as follows effective October 29, 1996.
1. ADVISORY SERVICES
You will regularly provide the Fund with such
investment advice as you in your discretion deem advisable and
will furnish a continuous investment program for the Fund
consistent with the Fund's investment objectives and policies.
You will determine the securities to be purchased for the Fund,
the portfolio securities to be held or sold by the Fund and the
portion of the Fund's assets to be held uninvested, subject
always to the Fund's investment objectives, policies and
restrictions, as each of the same shall be from time to time in
effect, and subject further to such policies and instructions as
the Board may from time to time establish. You will advise and
assist the officers of the Trust in taking such steps as are
necessary or appropriate to carry out the decisions of the Board
and the appropriate committees of the Board regarding the conduct
of the business of the Fund.
2. ALLOCATION OF CHARGES AND EXPENSES
You will pay all organizational and operating expenses
of the Fund, including the compensation and expenses of any
employees of the Fund and of any other persons rendering any
services to the Fund; clerical and shareholder service staff
salaries; office space and other office expenses; fees and
expenses incurred by the Fund in connection with membership in
investment company organizations; legal, auditing and accounting
expenses; expenses of registering shares under federal and state
securities laws, including expenses incurred by the Fund in
connection with the organization and initial registration of
shares of the Fund; insurance expenses; fees and expenses of the
custodian, transfer agent, dividend disbursing agent, shareholder
service agent, plan agent, administrator, accounting and pricing
services agent and underwriter of the Fund; expenses, including
clerical expenses, of issue, sale, redemption or repurchase of
shares of the Fund; the cost of preparing and distributing
reports and notices to shareholders, the cost of printing or
preparing prospectuses and statements of additional information
for delivery to the Fund's current and prospective shareholders;
the cost of printing or preparing stock certificates or any other
documents, statements or reports to shareholders; expenses of
shareholders' meetings and proxy solicitations; advertising,
promotion and other expenses incurred directly or indirectly in
connection with the sale or distribution of the Fund's shares;
and all other organizational and operating expenses not
specifically assumed by the Fund.
The Fund will pay all brokerage fees and commissions,
taxes, interest, fees and expenses of the non-interested person
trustees and such extraordinary or non-recurring expenses as may
arise, including litigation to which the Fund may be a party and
indemnification of the Trust's trustees and officers with respect
thereto. You may obtain reimbursement from the Fund, at such
time or times as you may determine in your sole discretion, for
any of the expenses advanced by you, which the Fund is obligated
to pay, and such reimbursement shall not be considered to be part
of your compensation pursuant to this Agreement.
3. COMPENSATION OF THE ADVISER
For all of the services to be rendered and payments to
be made as provided in this Agreement, as of the last business
day of each month, the Fund will pay you a fee at the annual rate
of 0.70% of the average value of its daily net assets.
The average value of the daily net assets of the Fund
shall be determined pursuant to the applicable provisions of the
Declaration of Trust of the Trust or a resolution of the Board,
if required. If, pursuant to such provisions, the determination
of net asset value of the Fund is suspended for any particular
business day, then for the purposes of this paragraph, the value
of the net assets of the Fund as last determined shall be deemed
to be the value of the net assets as of the close of the business
day, or as of such other time as the value of the Fund's net
assets may lawfully be determined, on that day. If the
determination of the net asset value of the Fund has been
suspended for a period including such month, your compensation
payable at the end of such month shall be computed on the basis
of the value of the net assets of the Fund as last determined
(whether during or prior to such month).
4. EXECUTION OF PURCHASE AND SALE ORDERS
In connection with purchases or sales of portfolio
securities for the account of the Fund, it is understood that you
will arrange for the placing of all orders for the purchase and
sale of portfolio securities for the account with brokers or
dealers selected by you, subject to review of this selection by
the Board from time to time. You will be responsible for the
negotiation and the allocation of principal business and
portfolio brokerage. In the selection of such brokers or dealers
and the placing of such orders, you are directed at all times to
seek for the Fund the best qualitative execution, taking into
account such factors as price (including the applicable brokerage
commission or dealer spread), the execution capability, financial
responsibility and responsiveness of the broker or dealer and the
brokerage and research services provided by the broker or dealer.
You should generally seek favorable prices and
commission rates that are reasonable in relation to the benefits
received. In seeking best qualitative execution, you are
authorized to select brokers or dealers who also provide
brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) to the Fund
and/or the other accounts over which you exercise investment
discretion. You are authorized to pay a broker or dealer who
provides such brokerage and research services a commission for
executing a Fund portfolio transaction which is in excess of the
amount of commission another broker or dealer would have charged
for effecting that transaction if you determine in good faith
that the amount of the commission is reasonable in relation to
the value of the brokerage and research services provided by the
executing broker or dealer. The determination may be viewed in
terms of either a particular transaction or your overall
responsibilities with respect to the Fund and to accounts over
which you exercise investment discretion. The Fund and you
understand and acknowledge that, although the information may be
useful to the Fund and you, it is not possible to place a dollar
value on such information. The Board shall periodically review
the commissions paid by the Fund to determine if the commissions
paid over representative periods of time were reasonable in
relation to the benefits to the Fund.
Consistent with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., and subject to
seeking best qualitative execution as described above, you may
give consideration to sales of shares of the Fund as a factor in
the selection of brokers and dealers to execute Fund portfolio
transactions.
Subject to the provisions of the Investment Company Act
of 1940, as amended, and other applicable law, you, any of your
affiliates or any affiliates of your affiliates may retain
compensation in connection with effecting the Fund's portfolio
transactions, including transactions effected through others. If
any occasion should arise in which you give any advice to clients
of yours concerning the shares of the Fund, you will act solely
as investment counsel for such client and not in any way on
behalf of the Fund. Your services to the Fund pursuant to this
Agreement are not to be deemed to be exclusive and it is
understood that you may render investment advice, management and
other services to others, including other registered investment
companies.
5. LIMITATION OF LIABILITY OF ADVISER
You may rely on information reasonably believed by you
to be accurate and reliable. Except as may otherwise be required
by the Investment Company Act of 1940 or the rules thereunder,
neither you nor your shareholders, officers, directors,
employees, agents, control persons or affiliates of any thereof
shall be subject to any liability for, or any damages, expenses
or losses incurred by the Trust in connection with, any error of
judgment, mistake of law, any act or omission connected with or
arising out of any services rendered under, or payments made
pursuant to, this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad
faith or gross negligence on the part of any such persons in the
performance of your duties under this Agreement, or by reason of
reckless disregard by any of such persons of your obligations and
duties under this Agreement.
Any person, even though also a director, officer,
employee, shareholder or agent of you, who may be or become an
officer, director, trustee, employee or agent of the Trust, shall
be deemed, when rendering services to the Trust or acting on any
business of the Trust (other than services or business in
connection with your duties hereunder), to be rendering such
services to or acting solely for the Trust and not as a director,
officer, employee, shareholder or agent of you, or one under your
control or direction, even though paid by you.
6. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall take effect on September 1, 1996,
and shall remain in force for a period of two (2) years from the
date of its execution, and from year to year thereafter, subject
to annual approval by (i) the Board or (ii) a vote of a majority
(as defined in the Investment Company Act of 1940) of the
outstanding voting securities of the Fund, provided that in
either event continuance is also approved by a majority of the
trustees who are not "interested persons," as defined in the
Investment Company Act of 1940, of you or the Trust, by a vote
cast in person at a meeting called for the purpose of voting such
approval.
If the shareholders of the Fund fail to approve the
Agreement in the manner set forth above, upon request of the
Board, you will continue to serve or act in such capacity for the
Fund for the period of time pending required approval of the
Agreement, of a new agreement with you or a different adviser or
other definitive action; provided that the compensation to be
paid by the Fund to you for your services to and payments on
behalf of the Fund will be equal to the lesser of your actual
costs incurred in furnishing such services and payments or the
amount you would have received under this Agreement for
furnishing such services and payments.
This Agreement may, on sixty days written notice, be
terminated with respect to the Fund, at any time without the
payment of any penalty, by the Board, by a vote of a majority of
the outstanding voting securities of the Fund, or by you. This
Agreement shall automatically terminate in the event of its
assignment.
7. USE OF NAME
The Trust and you acknowledge that all rights to the
name "AIT Vision" belongs to you, and that the Trust is being
granted a limited license to use such words in its Fund name or
in any class name. In the event you cease to be the adviser to
the Fund, the Trust's right to the use of the name "AIT Vision"
shall automatically cease on the ninetieth day following the
termination of this Agreement. The right to the name may also be
withdrawn by you during the term of this Agreement upon ninety
(90) days' written notice by you to the Trust. Nothing contained
herein shall impair or diminish in any respect, your right to use
the name "AIT Vision" in the name of, or in connection with, any
other business enterprises with which you are or may become
associated. There is no charge to the Trust for the right to use
these names.
8. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this
Agreement shall be effective until approved by the Board,
including a majority of the trustees who are not interested
persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if
required under current interpretations of the Act by the
Securities and Exchange Commission) by vote of the holders of a
majority of the outstanding voting securities of the series to
which the amendment relates.
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
The term "AmeriPrime Funds" means and refers to the
Trustees from time to time serving under the Trust's Declaration
of Trust as the same may subsequently thereto have been, or
subsequently hereto be, amended. It is expressly agreed that the
obligations of the Trust hereunder shall not be binding upon any
of the trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the trust
property of the Trust, as provided in the Declaration of Trust of
the Trust. The execution and delivery of this Agreement have
been authorized by the trustees and shareholders of the Trust and
signed by officers of the Trust, acting as such, and neither such
authorization by such trustees and shareholders nor such
execution and delivery by such officers shall be deemed to have
been made by any of them individually or to impose any liability
on any of them personally, but shall bind only the trust property
of the Trust as provided in its Declaration of Trust. A copy of
the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.
10. SEVERABILITY
In the event any provision of this Agreement is
determined to be void or unenforceable, such determination shall
not affect the remainder of this Agreement, which shall continue
to be in force.
11. QUESTIONS OF INTERPRETATION
(a) This Agreement shall be governed by the laws of
the State of Ohio.
(b) Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the Investment Company Act of
1940, as amended (the "Act") shall be resolved by reference to
such term or provision of the Act and to interpretation thereof,
if any, by the United States courts or in the absence of any
controlling decision of any such court, by rules, regulations or
orders of the Securities and Exchange Commission issued pursuant
to said Act. In addition, where the effect of a requirement of
the Act, reflected in any provision of this Agreement is revised
by rule, regulation or order of the Securities and Exchange
Commission, such provision shall be deemed to incorporate the
effect of such rule, regulation or order.
12. NOTICES
Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party
at such address as such other party may designate for the receipt
of such notice. Until further notice to the other party, it is
agreed that the address of the Trust is 0000 Xxxxxxxxx Xxxxx,
Xxxxx 000, Xxxxxxxxx, Xxxxx 00000, and your address for this
purpose shall be 000 Xxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxx
00000.
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 Funds
/s/ By /s/ Xxxxxxx X. Xxxxxxxxxxxx
Name/Title: Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxxxxxx
Secretary President
Dated: October 29, 1996
ACCEPTANCE
The foregoing Agreement is hereby accepted.
ATTEST: Advanced Investment
Technology, Inc.
/s/ By /s/ Xxxxxxx X. Case
Name/Title:Xxxx Xxxx, CEO Name/Title: Xxxxxxx X. Case
Director
Dated: November 1, 1996
