EX-99.23.d.xxii
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 30th day of March, 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 fee which is calculated daily by applying the following annual rates:
1.00% on net assets of $100 million and below; 0.75% on the next $150 million;
0.60% on the next $250 million; 0.50% on the next $500 million; and 0.40% on all
net asset amounts above $1 billion. 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 30th day of March, 2001.
Ameriprime Advisors Trust Polynous Capital Management, Inc.
/s/ /s/
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, President By: ▇▇▇▇▇ ▇. ▇▇▇▇▇, President