INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ____ day of ______________, 2001 by and between
AmeriPrime Advisors Trust (the "Trust"), an Ohio business trust on behalf of
Polynous Growth Fund, and Polynous Capital Management, Inc., a California
corporation (the "Advisor").
1. Duties of Advisor. The Trust hereby appoints the Advisor to act as
investment advisor to Polynous Growth Fund (the "Fund") for the period and on
such terms set forth in this Agreement. The Trust employs the Advisor to manage
the investment and reinvestment of the assets of the Fund, to determine in its
discretion the assets to be held uninvested, to provide the Trust with records
concerning the Advisor's activities which the Trust is required to maintain, and
to render regular reports to the Trust's officers and Board of Trustees
concerning the Advisor's discharge of the foregoing responsibilities. The
Advisor shall discharge the foregoing responsibilities subject to the control of
the officers and the Board of Trustees of the Trust, and in compliance with the
objectives, policies and limitations set forth in the Trust's Prospectus and
Statement of Additional Information. The Advisor accepts such employment and
agrees to render the services and to provide, at its own expense, the office
space, furnishings, equipment and the personnel required by it to perform the
services on the terms and for the compensation provided herein.
2. Portfolio Transactions. The Advisor shall provide the Fund with a
trading department. The Advisor shall select the brokers or dealers that will
execute the purchases and sales of securities for the Fund, and is directed to
use its best efforts to ensure that the best available price and most favorable
execution of securities transactions for the Fund are obtained. The Fund will
bear all expenses associated with its investment activities, including, without
limitation, brokerage commissions and custody expenses. Subject to policies
established by the Board of Trustees of the Trust and communicated to the
Advisor, it is understood that the will not be deemed to have acted unlawfully,
or to have breached a fiduciary duty to the Trust or in respect of the Fund, or
be in breach of any obligation owing to the Trust or in respect of the Fund
under this Agreement, or otherwise, solely by reason of its having caused the
Fund to pay a member of a securities exchange, a broker or a dealer a commission
for effecting a securities transaction for the Fund in excess of the amount of
commission that another member of an exchange, broker or dealer would have
charged, if the Advisor determines in good faith that the commission paid was
reasonable in relation to the brokerage or research services provided by such
member, broker or dealer, viewed in terms of that particular transaction or the
Advisor's overall responsibilities with respect to the accounts, including the
Fund, as to which it exercises investment discretion. The Advisor will promptly
communicate to the officers and Trustees of the Trust such information relating
to Fund transactions as they may reasonably request.
3. Compensation of the Advisor. For the services to be rendered by the
Advisor as provided in Section 1 and 2 of this Agreement, the Fund shall pay to
the Advisor within five business days after the end of each calendar month, a
monthly fee of one twelfth of 1.00% of the Fund's average daily net assets for
the month. The net asset value shall be calculated in the manner provided in the
Fund's Prospectus and Statement of Additional Information then in effect.
In the event of termination of this Agreement, the fee provided in this
Section 3 shall be paid on a pro rata basis, based on the number of days when
this Agreement was in effect.
4. Reports. The Fund and the Advisor agree to furnish to each other
such information regarding their operations with regard to their affairs as each
may reasonably request.
5. Status of Advisor. The services of the Advisor to the Fund are not
to be deemed exclusive, and the Advisor shall be free to render similar services
to others so long as its services to the Fund are not impaired thereby.
6. Liability of Advisor. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Advisor of its obligations
and duties hereunder, the Advisor shall not be subject to any liability
whatsoever to the Fund, or to any shareholder of the Fund, for any error of
judgement, mistake of law or any other act or omission in the course of, or
connected with, rendering services hereunder including, without limitation, for
any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Fund.
7. Duration and Termination. This Agreement shall become effective on
the effective date of the post-effective amendment to the Trust's registration
statement registering the shares of the Fund, provided that first it is approved
by the Board of Trustees of the Trust, including a majority of those trustees
who are not parties to this Agreement or interested persons of any party hereto,
in the manner provided in section 15(c) of the Investment Company Act of 1940,
as amended (the "Act"), and by the holders of a majority of the outstanding
voting securities of the Fund; and shall continue in effect for two years.
Thereafter, this Agreement may continue in effect only if such continuance is
approved at least annually by: (i) the Trust's Board of Trustees or, (ii) by the
vote of a majority of the outstanding voting securities of the Fund; and in
either event by a vote of a majority of those trustees of the Trust who are not
parties to this Agreement or interested persons of any such party in the manner
provided in section 15(c) of the Act. This Agreement may be terminated by the
Trust, at any time, without the payment of any penalty, by the Board of Trustees
of the Trust or by vote of the holders of a majority of the outstanding voting
securities of the Fund on 60 days' written notice to the Advisor. This Agreement
may be terminated by the Advisor at any time, without the payment of any
penalty, upon not more than 60 days' written notice to the Trust. This Agreement
will automatically terminate in the event of its assignment. Any notice under
this Agreement shall be given in writing, addressed and delivered or mailed
postpaid, to the other party at the principal office of such party.
As used in this Section 7, the terms "assignment", "interested person",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the Act and Rule 18f-2 thereunder.
8. Name of Advisor. The parties agree that the Advisor has a
proprietary interest in the name "Polynous", and the Trust agrees to promptly
take such action as may be necessary to delete from its name and/or the name of
the Trust any reference to the name of the Advisor promptly after receipt from
the Advisor of a written request therefore.
9. Severability. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
10. Governing Law and Questions of Interpretation.
(a) This Agreement shall be governed by and construed and
interpreted in accordance with 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 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.
11. Limitation of Trust's Liability. 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 property of the Fund, 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 Fund and signed by the 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 property of the Fund as provided in the
Declaration of Trust of the Trust. A copy of the Agreement and Declaration of
Trust of the Trust is on file with the Secretary of State of Ohio.
12. 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 of Trustees of the
Trust, including a majority of the Trustees who are not interested persons of
the Advisor 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 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.
13. Records. All records held by the Advisor which are required to be
maintained and preserved by the Fund in order to comply with Rules 31 a-1 and 31
a-2 of the Act remain the property of the Fund and will be surrendered promptly
by the Advisor upon the request of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this ______ day of ____________, 2001.
Ameriprime Advisors Trust Polynous Capital Management, Inc.
By: Xxxxxxx X. Xxxxxxxxxxxx, President By: Xxxxx X. Xxxxx, President
