AMERIPRIME FINANCIAL SECURITIES, INC.
DEALER AGREEMENT
This Dealer Agreement (the "Agreement") is between AmeriPrime Financial
Securities, 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
Funds listed in Exhibit A (the "Fund" or "Funds" or 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
(a) to undertake from time to time distribution services to promote the
sale of shares of the Fund and (b) to render or cause to be rendered
administrative support services to the Fund and its shareholders, which
distribution and administrative support services may include, without
limitation: forwarding sales literature, 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 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. Shares of the Fund purchased by Service Organization
on behalf of its clients may be registered in its name or the name of its
nominee. The client will be the beneficial owner of the shares of the Fund
purchased and held by Service Organization in accordance with the client's
instructions and the client may exercise all applicable rights of a holder
of such Shares. The Service Organization shall transmit promptly to clients
all prospectuses, proxy statements and other materials and 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. Service Organization
agrees to transfer record ownership of a client's Fund shares to the client
promptly upon the request of a client. In addition, record ownership will
be promptly transferred to the client in the event that the person or
entity ceases to be Service Organization's client.
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 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
hereunder 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. Service Organization is specifically authorized to
distribute the Fund's Prospectus and sales material received from the Fund
or the Fund's Distributor. No person is authorized to distribute any other
sales material relating to the Fund without the prior approval of the Fund.
6. The Service Organization agrees that it will provide
distribution and 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. Distributor and the Trust assume no
responsibility or obligation as to the right of Service Organization to
sell Fund shares in any jurisdiction.
7. Service Organization represents that it is and will be at
all times relevant hereto a member in good standing of the National
Association of Securities Dealers, Inc., and further represents and
warrants that it is and will be at all times relevant hereto a
broker-dealer properly registered and qualified under all applicable
federal, state and local laws to engage in the business and transactions
described in this Agreement. Service Organization agrees to comply with all
requirements applicable to it of all applicable laws, including federal and
state securities laws, the Rules and Regulations of the Securities and
Exchange Commission and the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. Service Organization agrees that it
will not offer Fund shares to persons in any jurisdiction in which the
shares are not registered for sale and in which Service Organization may
not lawfully make such offer due to the fact that it has not registered
under, or is not exempt from, the applicable registration or licensing
requirements of such jurisdiction. Service Organization further agrees that
it will maintain all records required by applicable law relating to
transactions involving purchases or redemptions of the shares by it or its
clients. In all sales of Fund shares to the public, Service Organization
shall act as agent on behalf of the Fund, and in no transaction, shall it
act as dealer for its own account.
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.
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 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. 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.
21. This Agreement shall be construed in accordance with the
laws of the State of Texas.
IN WITNESS WHEREOF, this Agreement has been executed for the parties by
their duly authorized officers, on this ______ day of ______________________,
1999.
____________________________________ AMERIPRIME FINANCIAL SECURITIES, INC.
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Service Organization Distributor
By: _______________________________ By: ________________________________
Name:______________________________ Name: Xxxxxxx X. Xxxxxxxxxxxx
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Authorized Signature Authorized Signature
Address and Phone Number (Principal Office)
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