SUB-ADMINISTRATION AGREEMENT
Between
AMR INVESTMENT SERVICES, INC.
and
AMERIPRIME FINANCIAL SERVICES, INC.
THIS SUB-ADMINISTRATION AGREEMENT is entered into as of this 19th day
of December, 2000, by and between AMR Investment Services, Inc. ("AMR"), a
Delaware corporation and AmeriPrime Financial Services, Inc. (the
"Administrator"), a Texas corporation, and.
WITNESSETH:
WHEREAS, the AmeriPrime Funds (the "Trust") is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
diversified management investment company;
WHEREAS, the Trust has established a separate series of shares known as
the Cash Fund (the "Fund"), and the Fund currently intends to invest all of its
investable assets in the Money Market Portfolio of AMR Investment Services Trust
(the "Portfolio");
WHEREAS, the Administrator has agreed to provide administrative
services to the Fund pursuant to an Administration Agreement between the Trust
and the Administrator (the "Administration Agreement"); and
WHEREAS, the Administrator desires to retain AMR as an agent of the
Administrator to perform certain of its duties to the Fund under the
Administration Agreement, and AMR is willing to perform said duties;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties mutually agree as follows:
1. Employment; Duties of AMR
1.1 The Administrator hereby employs AMR as sub-administrator of the Fund,
and AMR agrees to provide the services set forth herein in return for
the compensation under Paragraph 2.
1.2 Subject to the supervision and direction of the Administrator and the
Board of Trustees of the Trust (the "Trustees"), AMR shall (i) prepare
reports regarding the performance of the Portfolio, (ii) coordinate the
Fund's relationship with the Portfolio and with service providers to
the Portfolio, including the agent that performs fund accounting and
oversees the determination of the net asset value per share, (iii)
communicate with the Trustees and the Administrator regarding all
relevant aspects of the Portfolio's operations, (iv) monitor and report
on compliance by the Portfolio with its investment policies and
restrictions, (v) maintain any books and records with respect to AMR's
services hereunder required by the 1940 Act, (vi) monitor and report on
the Portfolio's compliance with applicable Internal Revenue Code and
1940 Act provisions and regulations, (vii) provide a representative at
meetings of the Trustees upon request, (viii) furnish, without cost to
the Fund, such office space, equipment, facilities and personnel
necessary in connection with AMR's performance hereunder, (ix) make
available and provide financial, accounting and statistical information
required by the Fund in the preparation of its registration statements
and reports required by the 1940 Act, and (x) render assistance and
advice with respect to marketing materials to the extent that those
materials relate to the Portfolio.
1.3 The administrative services provided hereunder will exclude (i)
portfolio custodial services and fund accounting services provided by
the Fund's custodian and (ii) transfer agency services provided by the
Trust's transfer agent.
2. Sub-Administration Fees
2.1 As compensation for the services rendered and the expenses assumed by
AMR pursuant to this Agreement, the Administrator shall pay AMR a fee
computed at the annual rate set forth on Schedule A, as such schedule
may be amended from time to time.
2.2 The sub-administration fee shall be accrued daily and paid monthly. In
case this Agreement becomes effective or terminates before the end of
any month, the sub-administration fee for that month shall be
calculated on the basis of the number of business days during which it
is in effect for that month.
3. Expenses
AMR shall pay all costs and expenses incurred in rendering its services
pursuant to this Agreement.
4. Representations and Warranties of the Administrator and AMR
4.1 The Administrator represents and warrants to AMR that:
(a) It is a corporation duly organized and existing, in good standing,
under the laws of the State of Texas.
(b) It is duly qualified to carry on its business in the State of Texas.
(c) It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
(d) All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
(e) It has been duly authorized by the Trust to employ a sub-administrator.
4.2 AMR represents and warrants to the Administrator that:
(a) It is a corporation duly organized and existing, in good standing,
under the laws of the State of Delaware.
(b) It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
(d) It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
5. Confidentiality
Subject to the duty of the Administrator or AMR to comply with
applicable law, each party agrees, on its own behalf and on behalf of
its employees, agents and contractors, to treat as confidential all
information with respect to the other party received pursuant to this
Agreement.
6. Liability
AMR, its officers, directors or employees, and each other person who
controls AMR shall not be liable for, and the Administrator shall
indemnify and hold AMR harmless from, any and all losses, damages, or
expenses suffered by the Trust, the Fund or its shareholders that
result from any action taken or omitted to be taken by AMR hereunder,
except a loss, damage or expense resulting from willful misfeasance,
bad faith or negligence of AMR or that of its officers, directors or
employees or the reckless disregard by AMR or its officers, directors
or employees of obligations and duties hereunder.
7. Fund Records
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
AMR agrees that any records which it maintains on behalf of the Fund
are the property of the Fund, will be preserved for the periods
prescribed by Rule 31a-2 under the 1940 Act, and will be surrendered
promptly to the Fund upon request.
8. Term of Agreement
This Agreement shall continue in effect until terminated by either
party upon sixty (60) days' prior written notice to the other;
provided, however, that this Agreement may be terminated immediately
upon termination of the agreement between the AMR Investment Services
Trust, AMR, the Trust, and the Administrator governing the Fund's
investment in the Portfolio.
9. Amendment
This Agreement may be amended or modified by a written agreement
executed by both parties.
10. Assignment
Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the prior written consent of the other
party. This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns. As
used herein, the term "assignment" shall have the meaning set forth in
the 1940 Act.
11. Applicable Law
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of
Texas, except insofar as the 1940 Act may be controlling.
12. Severability
The provisions of this Agreement shall be considered severable and if
any provision of this Agreement is deemed to be invalid or contrary to
any existing or future law, such invalidity shall not impair the
operation of or affect any other provision of this Agreement which is
valid.
13. Counterparts
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested by their duly authorized officers on the day and year
first above written.
AMR INVESTMENT SERVICES, INC.
By: /S/ ________________
Xxxxxxx X. Xxxxx
President
AMERIPRIME FINANCIAL SERVICES, INC.
By: /S/ _________________
Xxxxxxx X. Xxxxxxxxxxxx
President/Managing Director
SUB-ADMINISTRATION AGREEMENT
Cash Fund
SCHEDULE A
Sub-Administration Fee
Net Assets Fee
0-$100 million 0.05% per annum
Above $100 million 0.00% per annum on all assets
