AMERIPRIME ADVISORS TRUST
INVESTMENT SUB-ADVISORY AGREEMENT
INVESTMENT SUB-ADVISORY AGREEMENT, dated as of ________, 2000, between
▇▇▇▇▇▇▇▇ Group LLC, a ___________ limited liability company (the "Adviser"), and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Advisors, Inc., a ________ corporation (the "Sub-Adviser").
WHEREAS, the Adviser acts as the investment Adviser to the Master High
Yield Bond Fund (the "Fund"), a series of AmeriPrime Advisors Trust, an Ohio
business trust (the "Trust"), pursuant to a management agreement dated as of
_____________, 2000 (the "Management Agreement");
WHEREAS, the Management Agreement provides that Adviser may delegate any
or all of its portfolio management responsibilities under the Management
Agreement to one or more sub-advisers; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to render portfolio
management services in the manner and on the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the parties hereto agree as follows:
SECTION 1. .SUB-ADVISORY SERVICES.
a. The Sub-Adviser shall, subject to the supervision of the Adviser, provide
investment ideas and recommendations for the management of the investment
portfolio of the Fund. The Sub-Adviser shall provide investment ideas and
recommendations to the Fund in conformity with the Fund's investment
objectives, policies and restrictions, as each of the same shall be from
time to time in effect, and subject further to such policies and
instructions as the Board or Adviser may from time to time establish. The
Adviser in its discretion and without prior consultation with the
Sub-Advisor is responsible, to buy, sell, lend and otherwise trade in any
stocks, bonds and other securities and investment instruments on behalf of
the Fund in accordance with the Management Agreement.
b. The Sub-Adviser shall be available to the Investment Adviser to consult on
[no less than a weekly] [an as needed] basis regarding the investment
portfolio of the Fund.
c. The Sub-Adviser shall provide to the Adviser a copy of the Sub-Adviser's
Form ADV as filed with the Securities and Exchange Commission and as
amended from time to time.
SECTION 2...EXPENSES OF THE SUB-ADVISER. During the term of this Agreement, the
Sub-Adviser shall pay all expenses incurred by it in connection with its
activities under this Agreement. The Sub-Adviser shall not be liable for any
expenses of the Adviser or the Fund.
SECTION 3...COMPENSATION OF THE SUB-ADVISER. For the services provided pursuant
to this Agreement, the Adviser will pay to the Sub-Adviser as full compensation
therefor a fee at the annual rate of ___% of the average value of the Fund's
daily net assets. This fee for each month will be paid to the Sub-Adviser during
the succeeding month.
The average value of the daily net assets of the Fund shall be determined
pursuant to the applicable provisions of the Declaration of Trust of the Trust
or a resolution of the Board, if required. If, pursuant to such provisions, the
determination of net asset value of the Fund is suspended for any particular
business day, then for the purposes of this paragraph, the value of the net
assets of the Fund as last determined shall be deemed to be the value of the net
assets as of the close of the business day, or as of such other time as the
value of the Fund's net assets may lawfully be determined, on that day. If the
determination of the net asset value of the Fund has been suspended for a period
including such month, your compensation payable at the end of such month shall
be computed on the basis of the value of the net assets of the Fund as last
determined (whether during or prior to such month).
SECTION 4...LIABILITY OF THE SUB-ADVISER. Neither Sub-Adviser nor its
shareholders, members, officers, directors, employees, agents, control persons
or affiliates of any thereof, shall be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the ▇▇▇▇ ▇▇▇) or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
Any person, even though also a director, officer, employee, shareholder, member
or agent of Sub-Adviser, who may be or become an officer, director, 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 Sub-Adviser'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 of Sub-Adviser, or one under Sub-Adviser's control
or direction, even though paid by Sub-Adviser.
SECTION 5...DURATION AND TERMINATION. The term of this Agreement shall begin on
the date of this Agreement and shall continue in effect for a period of two
years from the date of its execution. This Agreement shall continue in effect
from year to year thereafter, subject to termination as hereinafter provided, if
such continuance is approved at least annually by (a) a majority of the
outstanding voting securities of the Fund or by vote of the Trust's Board of
Trustees, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by vote of a majority of the Trustees of the Trust who are not
parties to this Agreement or interested persons of the Adviser, the Sub-Adviser
or the Trust, cast in person at a meeting called for the purpose of voting on
such approval. This Agreement may be terminated, without the payment of any
penalty, by a) the Adviser with the consent of the Trust's Board of Trustees, b)
the Trust's Board of Trustees, or c) vote of a majority of the outstanding
voting securities of the Fund, in any such case on 30 days' written notice to
the Sub-Adviser. The Agreement may be terminated, without the payment of any
penalty, by the Sub-Adviser at any time, on 90 days' written notice to the
Adviser. This Agreement will automatically and immediately terminate in the
event of its assignment (as defined in the 1940 Act).
SECTION 6...AMENDMENT. This Agreement may be amended by mutual consent of the
Adviser, the Sub-Adviser and the Trust, but the consent of the Trust must be
approved (a) by vote of a majority of those Trustees of the Trustee who are not
parties to this Agreement or interested persons of the Adviser, the Sub-Adviser
or the Trust, cast in person at a meeting called for the purpose of voting on
such amendment, and (b) if required under then current interpretations of the
1940 Act by the Securities and Exchange Commission, by vote of a majority of the
outstanding voting securities of the Fund.
SECTION 7...NOTICES. Notices of any kind to be given in writing and shall be
duly given if mailed or delivered to the Sub-Adviser at ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇ and to the Adviser at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, or at such other address or to such other individual as shall be
specified by the party to be given notice.
SECTION 8...QUESTIONS OF INTERPRETATION
......(a) This Agreement shall be governed by the laws of the State of Ohio.
......(b) For the purpose of this Agreement, the terms "assignment," "majority
of the outstanding voting securities," "control" and "interested person"
shall have their respective meanings as defined in the 1940 Act and rules
and regulations thereunder, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under the 1940 Act; and
the term "brokerage and research services" shall have the meaning given in
the Securities Exchange Act of 1934.
...... ......(c) 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 1940 Act shall be resolved by reference to such term or
provision of the 1940 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 the Securities and Exchange Commission or its staff. In
addition, where the effect of a requirement of the 1940 Act, reflected in
any provision of this Agreement, is revised by rule, regulation, order or
interpretation of the Securities and Exchange Commission or its staff, such
provision shall be deemed to incorporate the effect of such rule,
regulation, order or interpretation.
SECTION 9...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.
SECTION 10..COUNTERPARTS. This Agreement may be executed 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.
SECTION 11..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.
SECTION 12..CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereto for otherwise affect their construction or effect.
SECTION 13. CHANGE OF CONTROL. Sub-Adviser undertakes to notify
Adviser ------------------ and the Trust in writing sufficiently in advance of
any change of control, as will enable the Trust to consider whether an
assignment would occur.
SECTION 14..OTHER BUSINESS. Except as set forth above, nothing in this Agreement
shall limit or restrict the right of any of the Sub-Adviser's directors,
officers or employees who may also be a trustee, officer, or employee of the
Trust to engage in any other business or to devote his or her time and attention
in part to the management or other aspects of any business, whether of a similar
or a dissimilar nature, nor limit or restrict the Sub-Adviser's right to engage
in any other business or to render services of any kind to any other
corporation, firm, individual or association.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the date and year first above
written.
▇▇▇▇▇▇▇▇ GROUP LLC ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ADVISORS, INC.
By: ...... By:
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Name: ...... Name:
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Title: ..... Title:
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