ADMINISTRATION AGREEMENT
AGREEMENT dated as of February 13, 2002, between AmeriPrime Funds (the
"Trust"), an Ohio business trust, on behalf of the Cash Fund (the "Fund") and
Cash Management Systems, Inc. ("CMS"), a Nevada Corporation.
WHEREAS, the Trust has been organized to operate as an open-end
management investment company registered under the Investment Company Act of
1940 (the "Act"); and
WHEREAS, the Trust has entered into an Administrative Services
Agreement with AmeriPrime Financial Services, Inc. for the provision of certain
administrative services; and
WHEREAS, the Trust wishes to retain CMS to perform certain additional
administrative services as hereinafter described on behalf of the Fund; and
WHEREAS, CMS wishes to provide such services to the Fund under the
conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust and CMS agree as follows:
1. Employment. The Trust, being duly authorized, hereby employs CMS to
perform the administrative services described in this Agreement. CMS shall
perform such administrative services upon the terms and conditions hereinafter
set forth. Any administrative services undertaken by CMS pursuant to this
Agreement, as well as any other activities undertaken by CMS on behalf of the
Trust pursuant hereto, shall at all times be subject to any directives of the
Board of Trustees of the Trust.
2. Trust Administration. CMS shall give the Trust the benefit of its
best judgment, efforts and facilities in rendering its services as
administrator. CMS shall at all times conform to: (i) all applicable provisions
of the Act and any rules and regulations adopted thereunder, (ii) the provisions
of the Registration Statement of the Trust under the Securities Act of 1933 and
the Act as amended from time to time, (iii) the provisions of the Agreement and
Declaration of Trust and the By-Laws of the Trust, and (iv) any other applicable
provisions of state and federal law.
Subject to the direction and control of the Trust, CMS shall be
primarily responsible for developing and maintaining the Fund's relationships
with institutional clients and brokers. CMS shall: (i) design a multiple class
structure for the Fund, (ii) negotiate with brokers and service providers to
implement multiple classes for the Fund, (iii) complete or supervise filings
with the Securities and Exchange Commissions and state securities commissions,
(iv) register trade names and service marks, (v) supervise asset conversions
including shareholder communication and coordination among service providers,
(vi) develop and maintain relationships with key personnel within the
institutional investor and broker community and (vii) monitor shareholder
servicing and client satisfaction.
3. Allocation of Charges and Expenses. CMS shall pay all operating
expenses of the Fund, including the compensation and expenses of any employees
of the Fund and of any other persons rendering any services to the Fund;
clerical and shareholder service staff salaries; office space and other office
expenses; fees and expenses incurred by the Fund in connection with membership
in investment company organizations; legal, auditing and accounting expenses;
expenses of registering shares under federal and state securities laws,
including expenses incurred by the Fund in connection with the organization and
initial registration of shares of the Fund; insurance expenses; fees and
expenses of the custodian, transfer agent, dividend disbursing agent,
shareholder service agent, plan agent, administrator (excluding fees and
expenses payable to CMS under this Agreement), accounting and pricing services
agent and underwriter of the Fund; expenses, including clerical expenses, of
issue, sale, redemption or repurchase of shares of the Fund; the cost of
preparing and distributing reports and notices to shareholders, the cost of
printing or preparing prospectuses and statements of additional information for
delivery to the Fund's current and prospective shareholders; the cost of
printing or preparing stock certificates or any other documents, statements or
reports to shareholders; expenses of shareholders' meetings and proxy
solicitations; advertising, promotion and other expenses incurred directly or
indirectly in connection with the sale or distribution of the Fund's shares
(excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the "1940 Act")) or under
the Fund's Shareholder Servicing Plan); and all other operating expenses
not specifically assumed by the Fund.
The Fund will pay all brokerage fees and commissions, taxes,
borrowing costs (such as dividend expense on securities sold short and
interest), fees and expenses of the non-interested person trustees and such
extraordinary or non-recurring expenses as may arise, including litigation to
which the Fund may be a party and indemnification of the Trust's trustees and
officers with respect thereto. The Fund will also pay (a) expenses which it is
authorized to pay pursuant to Rule ▇▇▇-▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇, (▇) expenses
incurred pursuant to the Fund's Shareholder Servicing Plan and, (c) the fees
paid pursuant to the Management Agreement between CMS and the Trust. CMS may
obtain reimbursement from the Fund, at such time or times as CMS may determine
in its sole discretion, for any of the expenses advanced by CMS, which the Fund
is obligated to pay, and such reimbursement shall not be considered to be part
of CMS' compensation pursuant to this Agreement.
4. Record Keeping and Other Information. CMS shall create and maintain
all necessary records in accordance with all applicable laws, rules and
regulations, including but not limited to records required by Section 31 (a)
of the Investment Company Act of 1940 and the rules thereunder, as the same may
be amended from time to time, pertaining to the various functions performed by
it and not otherwise created and maintained by another party pursuant to
contract with the Trust. Where applicable, such records shall be maintained by
CMS for the periods and in the places required by Rule 31 a-2 under the
Investment Company Act of 1940.
5. Audit, Inspection and Visitation. CMS shall make available to the
Trust during regular business hours all records and other data created and
maintained pursuant to the foregoing provisions of this Agreement for reasonable
audit and inspection by the Trust or any regulatory agency having authority over
the Trust.
6. Compensation. For the performance of CMS's obligations under this
Agreement, the Fund shall pay CMS, on the first business day following the end
of each month, a fee equal to an annual rate of 0.18% of the Fund's average
daily net assets.
7. Limitation of Liability. Administrator 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 Administrator nor its
shareholders, officers, directors, employees, agents, control persons or
affiliates of any thereof (collectively, the "CMS 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
Administrator under this Agreement or by reason of reckless disregard by any of
such persons of the obligations and duties of Administrator under this
Agreement. Any person, even though also a director, officer, employee,
shareholder or agent of CMS, 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 CMS's duties hereunder), to be rendering such services to or
acting solely for the Trust and not as a director, officer, employee,
shareholder or agent, or one under the control or direction of CMS, even though
paid by it.
8. Indemnification of Administrator. Subject to and except as otherwise
provided in the Securities Act of 1933, as amended, and the Act, the Trust shall
indemnify CMS and each CMS Employee (hereinafter collectively 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 administrator for the Trust or as a
CMS Employee, or, thereafter, by reason of being or having been administrator
for the Trust or a CMS Employee, 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.
9. Services for Others. Nothing in this Agreement shall prevent CMS or
any affiliated person of CMS from providing services for any other person, firm
or corporation, including other investment companies; provided, however, that
CMS 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.
10. Compliance with the Act. The parties hereto acknowledge and agree
that nothing contained herein shall be construed to (a) require CMS to perform
any services for the Fund which services could constitute acting as a
distributor of shares of the Fund within the meaning of Section 12(b) of the Act
or (b) cause CMS to be deemed an "investment adviser" of the Fund within the
meaning of Section 2(a)(20) of the Act or (c) supersede or contravene the
Prospectus or Statement of Additional Information of any series of the Trust or
any provisions of the Act and the rules thereunder.
11. Renewal and Termination. This Agreement shall become effective on
the date first above written and shall remain in force for a period of two (2)
years from such date, and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by the vote of a majority
of the Trustees who are not interested persons of the Trust or CMS, cast in
person at a meeting called for the purpose of voting on such approval and by a
vote of the Board of Trustees or of a majority of the Trust's outstanding voting
securities. This Agreement may be terminated without the payment of any penalty
by either party upon sixty (60) days' written notice to the other party. This
Agreement shall terminate automatically in the event of its assignment. Upon the
termination of this Agreement, the Trust shall pay CMS such compensation as may
be payable for the period prior to the effective date of such termination.
12. The Trust. The term "AmeriPrime Funds" means and refers to the
Trustees from time to time serving under the Trust's Agreement and Declaration
of Trust as the same may subsequently thereto have been, or subsequently hereto
may 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, agent or employees of the Trust, personally, but bind only the trust
property of the Trust. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust and signed by an officer of the Trust,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer 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 trust property of the Trust.
13. Miscellaneous. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Ohio. The captions in this Agreement are
included for convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
AmeriPrime Funds
By:______/s/________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, President
Cash Management Systems, Inc.
By:__________/s/_____________
▇▇▇▇▇ ▇▇▇▇▇▇▇, President