AMERIPRIME ADVISORS TRUST
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT, dated as of November 22, 1999, between
Nashville Capital Corporation, a Tennessee corporation (the "Manager"), and Xxxx
and Xxxxxxx, Inc., a New York corporation (the "Advisor").
W I T N E S E T H:
WHEREAS, the Manager acts as the investment manager to AmeriPrime
Advisors Trust, an Ohio business trust (the "Trust"), pursuant to a Management
Agreement, dated as of November 21, 1999 (the "Management Agreement");
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Manager desires to retain the Adviser to render investment
Advisory services to the funds of the Trust set forth on the Exhibits to this
Agreement (the "Funds"), and the Adviser is willing to render such services.
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the parties hereto agree as follows:
SECTION 1. APPOINTMENT AND STATUS OF ADVISER. The Manager hereby
appoints the Adviser to act as its agent to provide investment advisory service
to each class of shares of beneficial interest of the Trust set forth on an
executed Exhibit to this Agreement (each a "Fund"), for the period and on the
terms set forth in this Agreement. The Adviser accepts such appointment and
agrees to render the services herein set forth, for the compensation herein
provided. Although the Adviser shall be an agent of the Manager, the Adviser
shall for all purposes herein be deemed to be an independent contractor of the
Manager and the Trust and shall, unless otherwise expressly provided herein or
authorized by the Manager or the Board of Trustees of the Trust from time to
time, have no authority to act for or represent the Manager or the Trust in any
way or otherwise be deemed an agent of the Trust.
SECTION 2. ADVISER'S DUTIES. Subject to the general supervision of the
Trust's Board of Trustees (the "Board") and the Manager, the Adviser shall,
employing its discretion, manage the investment operations of each Fund and the
composition of the portfolio of securities and investments (including cash)
belonging to each Fund, including the purchase, retention and disposition
thereof and the execution of agreements relating thereto, in accordance with the
Fund's investment objective, policies and restrictions as stated in the Trust's
then-current Prospectus and Statement of Additional Information (together, the
"Prospectus") and subject to the following understandings:
(a) The Adviser shall furnish a continuous investment program for each
Fund and determine from time to time what investments or securities will be
purchased, retained or sold by each Fund and what portion of the assets
belonging to each Fund will be invested or held uninvested as cash;
(b) The Adviser shall use its best judgment in the performance of its
duties under this Agreement;
(c) The Adviser, in the performance of its duties and obligations under
this Agreement, shall act in conformity with the Trust's Declaration of Trust,
its By-Laws and its Prospectus and with the instructions and directions of the
Trust's Board of Trustees and the Manager and will conform to and comply with
the requirements of the 1940 Act and all other applicable federal and state laws
and regulations;
(d) The Adviser shall determine the securities to be purchased or sold
by each Fund and as agent for the Trust will effect portfolio transactions
pursuant to its determinations either directly with the issuer or with any
broker and/or dealer in such securities, subject to Section 3 below;
(e) The Adviser shall maintain books and records with respect to the
securities transactions of each Fund and shall render to the Manager and the
Trust's Board of Trustees such periodic and special reports as the Manager or
the Board may request; and
(f) The Adviser shall provide the Trust's custodian with such
information relating to the Trust as may be required under the terms of the
then-current custody agreement between the Trust and the custodian.
SECTION 3. BROKERAGE. In connection with purchases or sales of
portfolio securities for the account of a Fund, the Adviser will arrange for the
placing of all orders for the purchase and sale of portfolio securities for the
account with brokers or dealers selected by you, subject to review of this
selection by the Board from time to time. The Adviser will be responsible for
the negotiation and the allocation of principal business and portfolio
brokerage. In the selection of such brokers or dealers and the placing of such
orders, the Adviser will at all times seek for each Fund the best qualitative
execution, taking into account such factors as price (including the applicable
brokerage commission or dealer spread), the execution capability, financial
responsibility and responsiveness of the broker or dealer and the brokerage and
research services provided by the broker or dealer.
The Adviser should generally seek favorable prices and commission rates
that are reasonable in relation to the benefits received. In seeking best
qualitative execution, the Adviser is authorized to select brokers or dealers
who also provide brokerage and research services to the Funds and/or the other
accounts over which it exercises investment discretion. The Adviser is
authorized to pay a broker or dealer who provides such brokerage and research
services a commission for executing a Fund portfolio transaction which is in
excess of the amount of commission another broker or dealer would have charged
for effecting that transaction if the Adviser determines in good faith that the
amount of the commission is reasonable in relation to the value of the brokerage
and research services provided by the executing broker or dealer. The
determination may be viewed in terms of either a particular transaction or the
Adviser's overall responsibilities with respect to the Funds and to accounts
over which the Adviser exercises investment discretion. The Funds and the
Adviser understand and acknowledge that, although the information may be useful
to the Funds and the Adviser, it is not possible to place a dollar value on such
information. The Board shall periodically review the commissions paid by the
Funds to determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits to the Funds.
Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc., and subject to seeking best qualitative execution
as described above, the Adviser may give consideration to sales of shares of the
Funds as a factor in the selection of brokers and dealers to execute Fund
portfolio transactions.
Subject to the provisions of the 1940 Act, and other applicable law,
the Adviser, any of its affiliates or any affiliates of its affiliates may
retain compensation in connection with effecting the Funds' portfolio
transactions, including transactions effected through others. If any occasion
should arise in which the Adviser gives any advice to clients of the Adviser
concerning the shares of any Fund, the Adviser will act solely as investment
counsel for such client and not in any way on behalf of the Fund. The Adviser's
services to the Funds pursuant to this Agreement are not to be deemed to be
exclusive and it is understood that the Adviser may render investment advice,
management and other services to others, including other registered investment
companies.
SECTION 4. BOOKS AND RECORDS. The Adviser shall keep the Trust's books
and records required to be maintained by it pursuant to Section 2(e) of this
Agreement. The Adviser agrees that all records which it maintains for the Trust
are the property of the Trust and it will promptly surrender any of such records
to the Trust upon the Trust's request. The Adviser further agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as
are required to be maintained by the Adviser with respect to the Trust by Rule
31a-1 under the 1940 Act.
SECTION 5. EXPENSES OF THE ADVISER. During the term of this Agreement,
the Adviser will pay all expenses (including without limitation the compensation
of all trustees or officers of the Trust who are "interested persons" of the
Adviser, as defined in the 0000 Xxx) incurred by it in connection with its
activities under this Agreement other than the cost of securities and
investments purchased for each Fund (including taxes and brokerage commissions,
if any).
SECTION 6. COMPENSATION OF THE ADVISER. For the services provided and
the expenses borne pursuant to this Agreement, the Manager will pay to the
Adviser as full compensation therefor a fee with respect to each Fund at an
annual rate as set forth on the Exhibit executed with respect to such Fund and
attached hereto. This fee for each month will be paid to the Adviser during the
succeeding month. For purposes of determining the fee payable hereunder, the net
asset value of each Fund shall be calculated in the manner specified in the
Trust's Prospectus.
SECTION 7. USE OF NAME. The Trust, Manager and Adviser acknowledge that
all rights to the name "Monteagle" belong to the Manager, and that the Trust is
being granted a limited license to use such words in its Fund name or in any
class name. In the event the Manager ceases to be the Manager, the Trust's right
to the use of the name "Monteagle" shall automatically cease on the ninetieth
day following the termination of this Agreement. The right to the name may also
be withdrawn by the Manager during the term of the Management Agreement upon
ninety (90) days' written notice by the Manager to the Trust. Nothing contained
herein shall impair or diminish in any respect the Manager's right to use the
name "Monteagle" in the name of, or in connection with, any other business
enterprises with which the Manager is or may become associated. There is no
charge to the Trust for the right to use these names.
SECTION 8. LIABILITY OF THE ADVISER. Neither 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 any 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 0000 Xxx) 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 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 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 Adviser, or one under
Adviser's control or direction, even though paid by Adviser.
SECTION 9. DURATION AND TERMINATION. The term of this Agreement shall
begin on the date of this Agreement for each Fund that has executed an Exhibit
hereto on the date of this Agreement and shall continue in effect with respect
to each such Fund (and any subsequent Funds added pursuant to an Exhibit
executed during the initial two-year term of this Agreement) 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 (as defined in the 0000 Xxx) of such 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" (as defined in the 0000 Xxx) of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval. If a Fund
is added pursuant to an Exhibit executed after the date of this Agreement as
described above, this Agreement shall become effective with respect to that Fund
upon execution of the applicable Exhibit and shall continue in effect until the
next annual continuance of this Agreement and from year to year thereafter,
subject to approval as described above. This Agreement may be terminated by the
Manager or the Trust with respect to any Fund at any time, without the payment
of any penalty, by the Manager with the consent of the Trust's Board of
Trustees, by the Trust's Board of Trustees, or by vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of such Fund, in any
such case on 30 days' written notice to the Adviser, or by the Adviser at any
time, without the payment of any penalty, on 90 days' written notice to the
Manager. This Agreement will automatically and immediately terminate in the
event of its assignment (as defined in the 1940 Act).
SECTION 10. AMENDMENT. This Agreement may be amended by mutual consent
of the Manager, the 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" (as defined in the 0000 Xxx)
of any such party, 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 (as defined in the 0000 Xxx) of each Fund affected
by such amendment.
SECTION 11. NOTICES. Notices of any kind to be given in writing and
shall be duly given if mailed or delivered to the Adviser at 000 Xxxx Xxxxxx,
Xxxxxxxxx, XX 00000, and to the Manager at 000 00xx Xxxxxx Xxxxx, Xxxxx 000,
Xxxxxxxxx, XX 00000, or at such other address or to such other individual as
shall be specified by the party to be given notice.
SECTION 12. GOVERNING LAW. (a) This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio, without regard to
the conflicts of laws principles thereof, and (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 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 rules, regulations or orders of the Securities and Exchange
Commission issued pursuant to said 1940 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.
SECTION 13. 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 14. 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 15. 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 16. 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 17. CHANGE OF CONTROL. Adviser undertakes to notify Manager and
the Trust in writing sufficiently in advance of any change of control; as
defined in Section 2(a)(9) of the 1940 Act, as will enable the Trust to consider
whether an assignment, as defined in Section 2(a)(4) of the 1940 Act, would
occur.
SECTION 18. OTHER BUSINESS. Except as set forth above, nothing in this
Agreement shall limit or restrict the right of any of the Adviser's partners,
officers or employees who may also be a trustee, officer, partner 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 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.
Nashville Capital Corporation Xxxx and Xxxxxxx, Inc.
By __/s/_____________________________ By______/s/________________________
Xxxxx Xxxxxxx, President Xxxxxx X. Xxxxxxx, President
EXHIBIT A
TO
INVESTMENT ADVISORY AGREEMENT
AMERIPRIME ADVISORS TRUST
For all services rendered by the Adviser hereunder with respect to the
above-named Funds, the Manager shall pay to the Adviser, and the Adviser agrees
to accept as full compensation for all services rendered hereunder, an annual
fee with respect to each Fund equal to the percentage of the average daily net
assets of the Fund set forth opposite its name below:
Monteagle Large Cap Fund
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Fund Size Fee Percentage
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Under $25 million 0.40%
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$25 million up to $50 million 0.30%
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IN WITNESS WHEREOF, the parties hereto have caused this Exhibit to be
executed by their officers designated below as of the date set forth below.
Nashville Capital Corporation Xxxx and Rusling, Inc.
By ___/s/____________________________ By ___/s/____________________________
Xxxxx Xxxxxxx, President Xxxxxx X. Xxxxxxx, President
