THE XYZ CONTRARIAN FUND
Service Agreement
(Other Than Broker-Dealers)
This Service Agreement (the "Agreement") is between Newport Advisory
Company, Inc. (the "Distributor") and ______________________________________
(the "Service Organization"), and has been adopted pursuant to Rule 12b-1 under
the Investment Company Act of 1940, as amended, (the "Act") with respect to The
XYZ Contrarian Fund (the "Fund") by AmeriPrime Funds (the "Trust") as an
agreement related to a 12b-1 distribution plan adopted pursuant to said Rule
(the "Plan"). This Agreement has been approved both by a majority of the
Trustees of the Trust, and by a majority of the Trustees who are not interested
persons of the Trust or the Fund and who have no direct or indirect financial
interest in the operation of the Plan or this Agreement (the "Disinterested
Trustees"), cast in person at a meeting called for the purpose of voting on this
Agreement. The Plan authorizes the Distributor to pay expenses which may be
deemed to be related the distribution of the Fund. Accordingly, in consideration
of the mutual covenants contained herein, the parties hereby agree as follows:
1. The Distributor hereby appoints the Service Organization
to render or cause to be rendered administrative support services to
the Fund and its shareholders, which services may include, without
limitation: aggregating and processing purchase and redemption requests
and placing net purchase and redemption orders with the Fund's transfer
agent; answering client inquiries about the Fund and referring to the
Fund those inquiries which the Service Organization is unable to
answer; assisting clients in changing dividend options, account
designations and addresses; performing sub-accounting; establishing,
maintaining and closing shareholder accounts and records; investing
client account cash balances automatically in shares of the Fund;
providing periodic statements showing a client's account balance,
integrating such statements with those of other transactions and
balances in the client's other accounts serviced by the Service
Organization and performing such other recordkeeping as is necessary
for the Fund's transfer agent to comply with all the recordkeeping
requirements of the Act and the regulations promulgated thereunder;
arranging for bank wires; and providing such other information and
services as the Fund reasonably may request, to the extent the Service
Organization is permitted by applicable statute, rule or regulation to
provide these services.
2. The Service Organization shall provide such office space
and equipment, telephone facilities and personnel (which may be all or
any part of the space, equipment and facilities currently used in the
Service Organization's business, or all or any personnel employed by
the Service Organization) as is necessary or beneficial for providing
information and services to shareholders of the Fund, and to assist the
Fund in servicing accounts of clients. The Service Organization shall
transmit promptly to clients all communications sent to it for
transmittal to clients by or on behalf of the Trust, the Fund or the
Fund's investment advisor, administrator, underwriter, custodian or
transfer or dividend disbursing agent.
3. Distributor shall pay you a monthly fee based on the
average net asset value during any month of Fund shares which are
attributable to clients of your firm, at the rate set
forth on Schedule A attached hereto and made a part hereof. The Service
Organization shall notify the Trust if the Service Organization
directly charges a fee to Fund shareholders for its administrative
support services as described in this Agreement.
4. The Service Organization agrees to comply with the
requirements of all laws applicable to it, including but not limited
to, ERISA, federal and state securities laws and the rules and
regulations promulgated thereunder. The Service Organization agrees to
provide services to the Fund in compliance with the then current
Prospectus and Statement of Additional Information of the Fund and the
operating procedures and policies established by the Fund, including,
but not limited to, required minimum investment and minimum account
size.
5. No person is authorized to make any representations
concerning the Fund or its shares except those contained in the current
Prospectus or Statement of Additional Information of the Fund and any
such information as may be officially designated as information
supplemental to the Prospectus. Additional copies of any Prospectus and
any printed information officially designated as supplemental to such
Prospectus will be supplied by the Trust to the Service Organization in
reasonable quantities on request.
6. The Service Organization agrees that it will provide
administrative support services only to those persons who reside in any
jurisdiction in which the Fund's shares are registered for sale and in
which the Service Organization may lawfully provide such services. Upon
request, the Fund shall provide the Service Organization with a list of
the states in which the Fund's shares are registered for sale and shall
keep such list updated.
7. In no transaction shall the Service Organization have any
authority whatsoever to act as agent for the Trust, the Fund or any
person affiliated with the Trust or the Fund.
8. The Service Organization agrees not to solicit or cause to
be solicited directly, or indirectly at any time in the future, any
proxies from the shareholders of the Fund in opposition to proxies
solicited by management of the Trust, unless a court of competent
jurisdiction shall have determined that the conduct of a majority of
the Board of Trustees of the Trust constitutes willful misfeasance, bad
faith, gross negligence or reckless disregard of their duties. This
paragraph 8 will survive the expiration or termination of this
Agreement.
9. The Service Organization shall prepare such quarterly
reports for the Trust as shall reasonably be requested by the Trust. In
addition, the Service Organization will furnish the Trust or its
designees with such information as the Trust or they may reasonably
request (including, without limitation, periodic certifications
confirming the provision to clients of the services described herein),
and will otherwise cooperate with the Trust and its designees
(including, without limitation, any auditors designated by the Trust),
in connection with the preparation of reports to the Trust's Board of
Trustees concerning this Agreement and the monies paid or payable by
the Distributor pursuant hereto, as well as any other reports or
filings that may be required by law.
10. The Service Organization acknowledges that the Distributor
may enter into similar agreements with others without the consent of
the Service Organization.
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11. The Service Organization understands and acknowledges that
the Trust has the right, at its discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of the Fund.
12. This Agreement shall continue in effect for one year from
the date of its execution, and thereafter for successive periods of one
year if the form of this Agreement is approved as to the Fund at least
annually by the Trustees of the Trust, including a majority of the
Disinterested Trustees, cast in person at a meeting for that purpose.
In the event this Agreement, or any part thereof, is found invalid or
is ordered terminated by any regulatory or judicial authority, or the
Service Organization shall fail to perform the shareholder servicing
and administrative functions contemplated hereby, this Agreement is
terminable effective upon receipt of notice thereof by the Service
Organization.
13. Notwithstanding paragraph 12, this Agreement may be
terminated as follows:
(a) at any time, without the payment of any penalty,
by the vote of a majority of the Disinterested Trustees of the
Fund or by a vote of a majority of the outstanding voting
securities of the Fund on not more than sixty (60) days'
written notice to the parties to this Agreement;
(b) automatically in the event of the Agreement's
assignment as defined in the Act; or
(c) by any party to the Agreement without cause by
giving the other parties at least thirty (30) days' written
notice of its intention to terminate.
14. Any termination of this Agreement shall not affect the
provisions of paragraph 17, which shall survive the expiration or
termination of this Agreement and continue to be enforceable
thereafter.
15. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors.
16. This Agreement is not intended to, and shall not, create
any rights against any party hereto by any third person solely on
account of this Agreement.
17. The Service Organization shall provide such security as is
necessary to prevent unauthorized use of any computer hardware or
software provided to it by or on behalf of the Trust, if any. The
Service Organization agrees to release, indemnify and hold harmless the
Fund, the Trust, the Trust's transfer agent, custodian, investment
advisor, administrator and underwriter, and their respective
principals, directors, trustees, officers, employees and agents from
any and all direct or indirect liabilities or losses resulting from
requests, directions, actions or inactions of or by the Service
Organization, its officers, employees or agents regarding the purchase,
redemption, transfer or registration of shares for accounts of the
Service Organization, its clients and other shareholders. Such
indemnity shall also cover any losses and liabilities relating to the
lawfulness of Service Organization's participation in this Agreement,
or resulting from the Service Organization's performance of or failure
to
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perform its obligations or its breach of any representations or
warranties under this Agreement. If any claims are asserted which may
give rise to indemnification hereunder, the indemnified parties shall
have the right to engage in their own defense, including the selection
and engagement of legal counsel of their choosing and all costs of such
defense shall be borne by Service Organization. Principals of the
Service Organization will be available to consult from time to time
with the Trust concerning the administration and performance of the
services contemplated by this Agreement.
18. This Agreement may be amended only by an agreement in
writing signed by the parties.
19. To the extent this Agreement may be deemed to create
obligations on the part of the Trust, such obligations shall not be
binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust, personally, but shall bind only the
property of the Trust, as provided in the Trust's Agreement and
Declaration of Trust. The authorization of this Agreement by the
Trustees shall not be deemed to have been made by any of them
individually or to impose any liability on any of them personally.
20. This Agreement does not authorize the Service Organization
to participate in any activities relating to the sale or distribution
of the shares, and the Service Organization agrees that it shall not
participate in such activities.
21. If any provision of this Agreement, or any covenant,
obligation or agreement contained herein, is determined by a court to
be invalid or unenforceable, the parties agree that (a) such
determination shall not affect any other provision, covenant,
obligation or agreement contained herein, each of which shall be
construed and enforced to the full extent permitted by law, and (b)
such invalid or unenforceable portion shall be deemed to be modified to
the extent necessary to permit its enforcement to the maximum extent
permitted by applicable law.
22. This Agreement shall be construed in accordance with the
laws of the State of Ohio.
IN WITNESS WHEREOF, this Agreement has been executed for the parties by
their duly authorized officers, on this ______ day of ______________________,
1996.
_______________________________ NEWPORT ADVISORY COMPANY, INC.
Service Organization Distributor
By: ___________________________ By: _________________________________
Authorized Signature Authorized Signature
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