UNDERWRITING AGREEMENT
THIS AGREEMENT is made as of the 14th day of December, 2000 by and between
AmeriPrime Advisors Trust, an Ohio business trust (the "Trust"), and Unified
Financial Securities, Inc., an Indiana corporation ("Underwriter").
WHEREAS, the Trust is an investment company registered under the Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS, Underwriter is a broker-dealer registered with the Securities and
Exchange Commission and a member of the National Association of Securities
Dealers, Inc. (the "NASD"); and
WHEREAS, the Trust and Underwriter wish to enter into an agreement
providing for the distribution by Underwriter of shares of beneficial interest
(the "Shares") of the series of shares of the Trust listed on Exhibit A attached
hereto, as it may be amended from time to time (the "Series").
NOW, THEREFORE, in consideration of the promises and agreements of the
parties contained herein, the parties agree as follows:
1. Appointment. The Trust hereby appoints Underwriter as its exclusive
agent for the distribution of the Shares of the Series and Underwriter hereby
accepts such appointment under the terms of this Agreement. While this Agreement
is in force, the Underwriter shall not sell any Shares of the series except on
the terms set forth in this Agreement. Notwithstanding any other provision
hereof, the Trust may terminate, suspend or withdraw the offering of Shares of
any Series whenever, in its sole discretion, it deems such action to be
desirable.
2. Sale and Repurchase of Shares.
(a) Underwriter will have the right, as agent for the Trust, to
enter into dealer agreements with responsible investment dealers, and
to sell Shares to such investment dealers against orders therefore at
the public offering price (as defined in subparagraph 2(e) hereof)
less a discount determined by Underwriter, which discount shall not
exceed the amount of the sales charge stated in the Trust's effective
Registration Statement on Form N-1A under the Securities Act of 1933,
as amended, including the then current prospectus and statement of
additional information (the "Registration Statement"). Upon receipt of
an order to purchase Shares from a dealer with whom Underwriter has a
dealer agreement, Underwriter will promptly cause such order to be
filled by the Trust.
(b) Underwriter will have the right, as agent for the Trust, to
sell such Shares to the public against orders therefor at the public
offering price.
(c) Underwriter will also have the right, as agent for the Trust,
to sell Shares at their net asset value to such persons as may be
approved by the Trustees of the Trust, all such sales to comply with
the provisions of the Act and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
(d) Underwriter will also have the right to take, as agent for
the Trust, all actions which, in Underwriter's judgment, are necessary
to carry into effect the distribution of the Shares.
(e) The public offering price for the Shares of each Series (and,
with respect to each Series offering multiple classes of Shares, the
Shares of each Class of such Series) shall be the respective net asset
value of the Shares of that Series (or Class of that Series) then in
effect, plus any applicable sales charge determined in the manner set
forth in the Registration Statement or as permitted by the Act and the
rules and regulations of the Securities and Exchange Commission
promulgated thereunder. In no event shall any applicable sales charge
exceed the maximum sales charge permitted by the Rules of Fair
Practice of the NASD.
(f) The net asset value of the Shares of each Series (or Class of
a Series) shall be determined in the manner provided in the
Registration Statement, and when determined shall be applicable to
transactions as provided for in the Registration Statement. The net
asset value of the Shares of each Series (or each Class of a Series)
shall be calculated by the Trust or by another entity on behalf of the
Trust. Underwriter shall have no duty to inquire into or liability for
the accuracy of the net asset value per share as calculated. (
g) On every sale, the Trust shall receive the applicable net
asset value of the Shares promptly, but in no event later than the
tenth business day following the date on which Underwriter shall have
received an order for the purchase of the Shares.
(h) Upon receipt of purchase instructions, Underwriter will
transmit such instructions to the Trust or its transfer agent for
registration of the Shares purchased.
(i) Nothing in this Agreement shall prevent Underwriter or any
affiliated person (as defined in the Act) of Underwriter from acting
as underwriter or distributor for any other person, firm or
corporation (including other investment companies) or in any way limit
or restrict Underwriter or any such affiliated person from buying,
selling or trading any securities for its or their own account or for
the accounts of others for whom it or they may be acting; provided,
however, that Underwriter expressly represents that it will undertake
no activities which, in its judgment, will adversely affect the
performance of its obligations to the Trust under this Agreement.
(j) Underwriter, as agent of and for the account of the Trust,
may repurchase the Shares at such prices and upon such terms and
conditions as shall be specified in the Registration Statement.
3. Sales of Shares by the Trust or other Underwriter. The Trust reserves
the right to issue any Shares at any time directly to the holders of Shares
("Shareholders"), to sell shares through and enter underwriting agreements with
other underwriters, to sell Shares to its Shareholders or to other persons
approved by Underwriter at not less than net asset value and to issue Shares in
exchange for substantially all the assets of any corporation or trust or for the
shares of any corporation or trust.
4. Basis of Sale of Shares. Underwriter does not agree to sell any specific
number of Shares. Underwriter, as agent for the Trust, undertakes to sell Shares
on a best efforts basis only against orders therefor.
5. Compliance with NASD and Government Rules.
(a) Underwriter will conform to the Rules of Fair Practice of the NASD
and the securities laws of any jurisdiction in which it sells, directly or
indirectly, any Shares.
(b) Underwriter, at its own expense, will pay the costs incurred in
establishing and maintaining its relationship with the dealers selling the
Shares. Underwriter will require each dealer with whom Underwriter has a
dealer agreement to conform to the applicable provisions hereof and the
Registration Statement, and neither Underwriter nor any such dealers shall
withhold the placing of purchase orders so as to make a profit thereby.
(c) Underwriter agrees to furnish to the Trust sufficient copies of
any agreements, plans or other materials it intends to use in connection
with any sales of Shares in adequate time for the Trust to file and clear
them with the proper authorities before they are put in use, and not to use
them until so filed and cleared.
(d) Underwriter, at its own expense, will qualify as dealer or broker,
or otherwise, under all applicable State or federal laws required in order
that Shares may be sold in such States as may be mutually agreed upon by
the parties.
(e) Underwriter shall not make, or permit any representative, broker
or dealer to make, in connection with any sale or solicitation of a sale of
the Shares, any representations concerning the Shares except those
contained in the then current prospectus and statement of additional
information covering the Shares and in printed information approved by the
Trust as information supplemental to such prospectus and statement of
additional information. Copies of the then effective prospectus and
statement of additional information and any such printed supplemental
information will be supplied by the Trust to Underwriter in reasonable
quantities upon request.
6. Records to be Supplied by Trust. The Trust shall furnish to Underwriter
copies of all information, financial statements and other papers which
Underwriter may reasonably request for use in connection with the distribution
of the Shares, and this shall include, but shall not be limited to, one
certified copy, upon request by Underwriter, of all financial statements
prepared for the Trust by independent public accountants.
7. Expenses to be Borne by Trust. The Trust will bear the following
expenses:
(a) preparation, setting in type, printing of sufficient copies of the
prospectus and statement of additional information for distribution to
shareholders, and the distribution to shareholders of the prospectus and
statement of additional information;
(b) preparation, printing and distribution of reports and other
communications to shareholders;
(c) registration of the Shares under the federal securities law;
(d) qualification of the Shares for sale in the jurisdictions
designated by Underwriter;
(e) qualification of the Trust as a dealer or broker under the laws of
jurisdictions designated by Underwriter as well as qualification of the
Trust to do business in any jurisdiction, if Underwriter determines that
such qualification is necessary or desirable for the purpose of
facilitating sales of the Shares;
(f) maintaining facilities for the issue and transfer of the Shares;
(g) supplying information, prices and other data to be furnished by
the Trust under this Agreement; and
(h) any original issue taxes or transfer taxes applicable to the sale
or delivery of the Shares of certificates therefor.
8. Services to and Actions for Trust, Not Underwriter. Any person, even
though also a director, officer, employee, shareholder, member or agent of
Underwriter, who may be or become an officer, 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
Underwriter's duties hereunder), to be rendering such services to or acting
solely for the Trust and not as a director, officer, employee, shareholder,
member or agent, or one under the control or direction of Underwriter, even
though paid by it.
9. Limitation of Liability. Underwriter may rely on information reasonably
believed by it to be accurate and reliable. Except as may otherwise be required
by the Act or the rules thereunder, neither Underwriter nor its members,
shareholders, officers, directors, employees, agents, control persons or
affiliates of any thereof (collectively, the "Underwriter's Employees") 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 in connection 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 the duties of
Underwriter under this Agreement or by reason of reckless disregard by any of
such persons of the obligations and duties of Underwriter under this Agreement.
10. Indemnification of Underwriter. Subject to and except as otherwise
provided in the Securities Act of 1933, as amended, and the Act, the Trust shall
indemnify Underwriter and each of Underwriter's Employees (hereinafter referred
to as a "Covered Person") against all liabilities, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and expenses, including reasonable accountants' and counsel fees,
incurred by any Covered Person in connection with the defense or disposition of
any action, suit or other proceeding, whether civil or criminal, before any
court or administrative or legislative body, in which such Covered Person may be
or may have been involved as a party or otherwise or with which such person may
be or may have been threatened, while serving as the underwriter for the Trust
or as one of Underwriter's Employees, or thereafter, by reason of being or
having been the underwriter for the Trust or one of Underwriter's Employees,
including but not limited to liabilities arising due to any misrepresentation or
misstatement in the Trust's prospectus, other regulatory filings, and amendments
thereto, or in other documents originating from the Trust. In no case shall a
Covered Person be indemnified against any liability to which such Covered Person
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties of such Covered Person.
11. Advances of Expenses. The Trust shall advance attorneys' fees or other
expenses incurred by a Covered Person in defending a proceeding to the full
extent permitted by the Securities Act of 1933, as amended, and the Act.
12. Termination and Amendment of this Agreement. This Agreement shall
automatically terminate, without the payment of any penalty, in the event of its
assignment. This Agreement may be amended only if such amendment is approved (i)
by Underwriter, (ii) either by action of the Board of Trustees of the Trust or
at a meeting of the Shareholders of the Trust by the affirmative vote of a
majority of the outstanding Shares, and (iii) by a majority of the Trustees of
the Trust who are not interested persons of the Trust or of Underwriter, by vote
cast in person at a meeting called for the purpose of voting on such approval.
Either the Trust or Underwriter may at any time terminate this Agreement on
sixty (60) days' written notice delivered or mailed by registered mail, postage
prepaid, to the other party.
13. Effective Period of this Agreement. This Agreement shall take effect
upon its execution and shall remain in full force and effect for a period of two
years from the date of its execution (unless terminated automatically as set
forth in Paragraph 12, and from year to year thereafter), subject to annual
approval (i) by Underwriter, (ii) by the Board of Trustees of the Trust or a
vote of a majority of the outstanding Shares, and (iii) by a majority of the
Trustees of the Trust who are not interested persons of the Trust or of
Underwriter, by vote cast in person at a meeting called for the purpose of
voting on such approval.
14. Limitation of Trust's Liability. The term "AmeriPrime Investment 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 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 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 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 State of Ohio.
15. New Series. The terms and provisions of this Agreement shall become
automatically applicable to any additional series of the Trust established
during the initial or renewal term of this Agreement.
16. Successor Investment Company. Unless this Agreement has been terminated
in accordance with Paragraph 13, the terms and provisions of this Agreement
shall become automatically applicable to any investment company which is a
successor to the Trust as a result of a reorganization, recapitalization or
change of domicile.
17. 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.
18. 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 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.
19. 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 for this purpose the
address of the Trust shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ and of the Underwriter shall be ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
20. Counterparts. This Agreement may be 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.
21. 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.
22. Force Majeure. If Underwriter shall be delayed in its performance of
services or prevented entirely or in part from performing services due to causes
or events beyond its control, including and without limitation, acts of God,
interruption of power or other utility, transportation or communication
services, acts of civil or military authority, sabotages, national emergencies,
explosion, flood, accident, earthquake or other catastrophe, fire, strike or
other labor problems, legal action, present or future law, governmental order,
rule or regulation, or shortages of suitable parts, materials, labor or
transportation, such delay or non-performance shall be excused and a reasonable
time for performance in connection with this Agreement shall be extended to
include the period of such delay or non-performance.
IN WITNESS WHEREOF, the Trust and Underwriter have each caused this
Agreement to be signed on its behalf, all as of the day and year first above
written.
AmeriPrime Advisors Trust
By:/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, President
Unified Financial Securities, Inc.
By:/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇., President
EXHIBIT A
UNDERWRITING AGREEMENT
o Cloud, ▇▇▇▇ Capital Appreciation Fund
o Enhans Master Investor Fund
o Enhans RT 500 Fund
o Master High Yield Income Fund
o Monteagle Fixed Income Fund
o Monteagle Large Cap Fund
o Monteagle Opportunity Growth Fund
o Monteagle Value Fund
o ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Diversified Growth Fund
o ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ New Economy Fund
o ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Small Cap Growth Fund
o Paragon Dynamic Fortress Fund
o Paragon Strategic Ascent Fund
o StoneRidge Bond Fund
o StoneRidge Equity Fund
o StoneRidge Small Cap Equity Fund