INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT
made as of the ____ day of ___ 200_, by and among A I M Advisors,
Inc., a Delaware corporation located at 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx,
XX, 00000 (the “Sub-Adviser”), and FundQuest Incorporated, a
Delaware corporation located at 000 Xxxx Xxxxxx, Xxxxxx, XX 00000 (the
“Manager”).
WHEREAS,
the Manager and the Sub-Adviser are each registered as investment
advisers under the Investment Advisers Act of 1940; and
WHEREAS,
the Advisors Series Trust, a Delaware statutory Trust located at
000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 (the
“Trust”) is engaged in business as an open-end investment
company. The Trust is a series type of investment company issuing one
or more separate series of shares and is registered under the Investment Company
Act of 1940, as amended (the “1940 Act”). The 1940 Act prohibits any
person from acting as an investment adviser of a registered investment company
except pursuant to a written contract; and
WHEREAS,
the Trust has retained the Manager to perform investment advisory services
for
the certain funds within the Trust (the “Funds”) under the terms of an
investment advisory agreement, dated _____________, between the Manager and
the
Trust on behalf of the Funds (the “Management Agreement”);
and
WHEREAS,
the Manager, acting pursuant to the Management Agreement, wishes to retain
the
Sub-Adviser, and the Trust’s Board has approved the retention of the
Sub-Adviser, to provide investment advisory services to a portion of the assets
(the “Allocated Portion”) of the Fund(s) listed on Schedule A
(as it may be amended from time to time);
WHEREAS,
each Fund listed in Schedule A is a separate series of the Trust having separate
assets and liabilities; and
WHEREAS,
the Trust and the Fund(s) are third party beneficiaries of such
arrangements;
NOW,
THEREFORE, WITNESSETH: That the parties, which shall include the Trust
on behalf of the Fund(s) for the purposes of the indemnification provisions
of
section 6, hereby agree as follows:
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1.
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APPOINTMENT
OF SUB-ADVISER.
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(a)
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Acceptance. The
Sub-Adviser is hereby appointed and the Sub-Adviser hereby accepts
the
appointment, on the terms herein set forth and for the compensation
herein
provided, to act as investment adviser to the Fund’s
assets.
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(b)
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Independent
Contractor. The Sub-Adviser shall for all purposes herein
be deemed to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or
be
deemed an agent of the Fund other than in furtherance of the Sub-Adviser’s
duties and responsibilities as set forth in this
Agreement.
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(c)
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The
Sub-Adviser’s Representations. The Sub-Adviser represents,
warrants and agrees that it has all requisite power and authority
to enter
into and perform its obligations under this Agreement, and has taken
all
necessary corporate action to authorize its execution, delivery and
performance of this Agreement. The Sub-Adviser represents,
warrants and agrees that it is registered as an adviser under the
Investment Advisers Act of 1940, as
amended.
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(d)
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The
Manager’s Representations. The Manager represents, warrants
and agrees that it has all requisite power and authority to enter
into and
perform its obligations under this Agreement, and has taken all necessary
corporate action to authorize its execution, delivery and performance
of
this Agreement. The Manager further represents, warrants and
agrees that it has the authority under the Management Agreement to
appoint
the Sub-Adviser. The Manager further represents and
warrants that it has received a copy of Part II of the
Sub-Adviser’s Form ADV. The Manager further represents and
warrants that the Fund is either (i) excluded from the
definition of the term “pool” under Section 4.5 of the General Regulations
under the Commodity Exchange Act (“Rule 4.5”), or (ii) a
qualifying entity under Rule 4.5(b) for which a notice of eligibility
has
been filed.
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(e)
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Plenary
authority of the Board of Trustees. The Sub-Adviser and
Manager both acknowledge that the Fund is a mutual fund that operates
as a
series of the Trust under the authority of the Board of
Trustees.
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2.
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PROVISION
OF INVESTMENT SUB-ADVISORY
SERVICES.
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The
Sub-Adviser will provide for the Fund a continuing and suitable investment
program consistent with the investment policies, objectives and restrictions
of
the Fund, as established by the Fund and the Manager and provided to the
Sub-Adviser in writing. The current policies, objectives and
restrictions are attached hereto as Exhibit A. From time to
time, the Manager or the Fund may provide the Sub-Adviser with written copies
of
additional or amended investment policies, guidelines and restrictions, which
shall become effective at such time as agreed upon by both
parties. The Sub-Adviser will manage the investment and reinvestment
of the assets in the Fund, and perform the functions set forth below, subject
to
the overall supervision, direction, control and review of the Manager,
consistent with the applicable investment policies, guidelines and restrictions,
or any directions or instructions delivered to the Sub-Adviser in writing by
the
Manager or the Fund from time to time, and further subject to the plenary
authority of the Fund’s Board of Trustees. Consistent with Exhibit
A, or unless otherwise directed in writing by the Manager or the Fund, the
Sub-Adviser shall have full discretionary authority to manage the investment
of
the assets in the Fund, including the authority to purchase, sell, cover open
positions, and generally to deal in securities, financial and commodity futures
contracts, options, short-term investment vehicles and other property comprising
or relating to the Fund.
In
addition, the Sub-Adviser will, at its own expense:
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(a)
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advise
the Manager and the Fund in connection with investment policy decisions
to
be made by it regarding the Fund and, upon request, furnish the Manager
and the Fund with research, economic and statistical data in connection
with the Fund’s investments and investment
policies;
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2
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(b)
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submit
such reports and information as the Manager or the Fund may reasonably
request to assist the Fund’s custodian (the “Custodian”)
in its determination of the market value of securities held in the
Fund;
provided, however, that the parties acknowledge that the Sub-Adviser
is
not the fund accounting agent for the Fund(s) and is not responsible
for
pricing determinations or calculations and any information provided
pursuant to this position by Sub-Adviser will be provided for information
purposes only;
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(c)
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place
orders for purchases and sales of portfolio investments for the
Fund;
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(d)
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give
instructions to the Custodian concerning the delivery of securities
and
transfer of cash for the Fund;
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(e)
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maintain
and preserve the records relating to its activities hereunder required
by
applicable law to be maintained and preserved by the Manager, to
the
extent not maintained by the Manager or another agent of the Fund,
and the
Sub-Adviser hereby agrees that all records which it maintains for
the Fund
are the property of the Fund and further agrees to surrender promptly
to
the Fund copies of any such records upon the Fund’s request; provided,
however, that the Sub-Adviser may retain such copies as required
by
applicable law or Sub-Adviser’s record retention
policies;
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(f)
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as
soon as practicable after the close of business each day but no later
than
11:00 a.m. Eastern time the following business day, provide the Custodian
with copies of trade tickets for each transaction effected for the
Fund,
provide copies to the Manager and the Fund upon request, and promptly
forward to the Custodian copies of all brokerage or dealer
confirmations;
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(g)
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as
soon as practicable following the end of each calendar month, provide
the
Manager and the Fund with written statements showing all transactions
effected for the Fund during the month, a summary listing all investments
held in the Fund as of the last day of the month, and such other
information as the Manager or the Fund may reasonably request in
connection with any accounting or marketing services that the Manager
provides for the Fund. The Manager and the Fund acknowledges
that Sub-Adviser and Custodian may use different pricing vendors,
which
may result in valuation
discrepancies;
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(h)
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absent
specific instructions to the contrary provided to it by the Manager
or the
Fund, and subject to its receipt of all necessary voting materials,
vote
all proxies with respect to investments of the Fund in accordance
with the
Sub-Adviser’s proxy voting policy as most recently provided to the Manager
and approved by the Trust; The Manager hereby delegates to the
Sub-Adviser the Manager’s discretionary authority to exercise voting
rights with respect to the securities and investments of the Allocated
Portion of the Fund. The Sub-Adviser’s proxy voting policies shall comply
with any rules or regulations promulgated by the Securities and Exchange
Commission (“SEC”). The Sub-Adviser shall
maintain and preserve a record, in an easily-accessible place for
a period
of not less than three (3) years (or longer, if required by law),
of the
Sub-Adviser’s voting procedures, of the Sub-Adviser’s actual votes, and
such other information required for the Fund to comply with any rules
or
regulations promulgated by the SEC. The Sub-Adviser shall
supply updates of this record to the Manager or any authorized
representative of the Manager, or to the Fund on a quarterly basis
(or
more frequently, if required by law). The Sub-Adviser shall
provide the Manager and the Fund with information regarding the policies
and procedures that the Sub-Adviser uses to determine how to vote
proxies
relating to the Allocated Portion.
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3
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(i)
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To
the extent reasonably requested by the Trust, use its best efforts
to
assist the Chief Compliance Officer of the Trust in respect of Rule
38a-1
under the 1940 Act, as amended (the “1940 Act”)
including, without limitation, providing the Chief Compliance Officer
of
the Trust with (a) current copies of the compliance policies and
procedures of the Sub-Adviser in effect from time to time (including
prompt notice of any material changes thereto), (b) a summary of
such
policies and procedures in connection with the annual review thereof
by
the Trust required under Rule 38a-1, and (c) upon request, a certificate
of the chief compliance officer of the Sub-Adviser to the effect
that the
policies and procedures of the Sub-Adviser are reasonably designed
to
prevent violation of the Federal Securities Laws (as such term is
defined
in Rule 38a-1); and
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(j)
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Except
as permitted by the Trust’s policies and procedures, not disclose but
shall treat confidentially all information in respect of the portfolio
investments of the Fund, including, without limitation, the identification
and market value or other pricing information of any and all portfolio
securities or other financial instruments held by the Fund, and any
and
all trades of portfolio securities or other transactions effected
for the
Fund (including past, pending and proposed trades); provided however,
the
Trust and the Manager each understand and acknowledge and agree that
the
Fund is managed by the Sub-Adviser using investment models which
are used
by the Sub-Adviser and its affiliates to manage other accounts
(specifically including, but not limited to, other registered mutual
funds), that such other accounts may have portfolio holdings that
are
substantially similar or identical to those of the Fund, and that
the use
of such other portfolio holdings information is not subject to the
restrictions of this Agreement of the Trust’s policies and procedures
related to the disclosure of portfolio
holdings.
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The
Fund
or its agent will provide timely information to the Sub-Adviser regarding such
matters as inflows to and outflows from the Fund and the cash requirements
of,
and cash available for investment in, the Fund. The Fund or its agent
will timely provide the Sub-Adviser with copies of monthly accounting statements
for the Fund, and such other information as may be reasonably necessary or
appropriate in order for the Sub-Adviser to perform its responsibilities
hereunder.
Manager
will be responsible for all class actions and lawsuits involving the Fund or
securities held, or formerly held, in the Fund. Sub-Adviser is not
required to take any action or to render investment-related advice with respect
to lawsuits involving the Fund, including those involving securities presently
or formerly held in the Fund, or the issuers thereof, including actions
involving bankruptcy. In the case of notices of class action suits
received by Sub-Adviser involving issuers presently or formerly held in the
Fund, Sub-Adviser shall promptly forward such notices to Manager and, with
the
consent of the Manager, may provide information about the Fund to third parties
for purposes of participating in any settlements relating to such class
actions.
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3.
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ALLOCATION
OF EXPENSES.
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Each
party to this Agreement shall bear the costs and expenses of performing its
obligations hereunder. In this regard, the Manager specifically
agrees that the Fund shall assume the expense of:
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(a)
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brokerage
commissions for transactions in the portfolio investments of the
Fund and
similar fees and charges for the acquisition, disposition, lending
or
borrowing of such portfolio
investments;
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(b)
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custodian
fees and expenses;
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(c)
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all
taxes, including issuance and transfer taxes, and reserves for taxes
payable by the Fund to federal, state or other government agencies;
and
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(d)
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interest
payable on any Fund borrowings.
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The
Sub-Adviser specifically agrees that with respect to the operation of the Fund,
the Sub-Adviser shall be responsible for (i) providing the personnel, office
space and equipment reasonably necessary to provide its sub-advisory services
to
the Fund hereunder, and (ii) the costs of any special Board of Trustees meetings
or shareholder meetings convened for the primary benefit of the Sub-Adviser.
If
the Manager has agreed to limit the operating expenses of the Fund, the Manager
shall also be solely responsible on a monthly basis for any operating expenses
that exceed the agreed upon expense limit. Nothing in this Agreement
shall alter the allocation of expenses and costs agreed upon between the Fund
and the Manager in the Management Agreement or any other agreement to which
they
are parties.
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4.
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SUB-ADVISORY
FEES.
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For
all
of the services rendered with respect to the Fund as herein provided, the
Manager shall pay to the Sub-Adviser a fee (for the payment of which the Fund
shall have no obligation or liability), based on the Current Net Assets of
the
Fund (as defined below), as set forth in Schedule A attached hereto and made
a
part hereof. Such fee shall be accrued daily and payable monthly, as
soon as practicable after the last day of each calendar month. In the
case of termination of this Agreement with respect to the Fund during any
calendar month, the fee with respect to such Portfolio accrued to, but
excluding, the date of termination shall be paid promptly following such
termination. For purposes of computing the amount of advisory fee
accrued for any day, “Current Net Assets” shall mean the Fund’s net assets,
managed by the Sub-Adviser, as of the most recent preceding day for which the
Fund’s net assets were computed.
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5.
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PORTFOLIO
TRANSACTIONS.
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In
connection with the investment and reinvestment of the assets of the Fund,
the
Sub-Adviser is authorized to select the brokers or dealers that will execute
purchase and sale transactions for the Fund’s portfolio (the
“Portfolio”) and to use all reasonable efforts to obtain the
best available price and most favorable execution with respect to all such
purchases and sales of portfolio securities for said Portfolio. The
Sub-Adviser may take into consideration the best net price available; the
reliability, integrity and financial condition of the broker-dealer; the size
of
and difficulty in executing the order; and the value of the expected
contribution of the broker-dealer to the investment performance of the Fund
on a
continuing basis. The Sub-Adviser shall maintain records adequate to
demonstrate compliance with the requirements of this section. Subject
to the policies as the Board of Trustees of the Fund may determine and
consistent with Section 28(e) of the Securities Exchange Act of 1934, as
amended, the Sub-Adviser shall have the right to follow a policy of selecting
brokers who furnish brokerage and research services to the Fund or to the
Sub-Adviser, and who charge a higher commission rate to the Fund than may result
when allocating brokerage solely on the basis of seeking the most favorable
price and execution. The Sub-Adviser shall determine in good faith
that such higher cost was reasonable in relation to the value of the brokerage
and research services provided and shall make reasonable reports regarding
such
determination and description of the products and services obtained if so
requested by the Fund.
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The
Manager and the Fund authorize and empower the Sub-Adviser to direct the
Custodian to open and maintain brokerage accounts for securities and other
property (all such accounts hereinafter called “brokerage
accounts”) for and in the name of the Fund and to execute for the Fund
as its agent and attorney-in-fact standard customer agreements with such broker
or brokers as the Sub-Adviser shall select as provided above. The
Sub-Adviser may, using such of the securities and other property in the Fund
as
the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit
for the Fund original and maintenance brokerage and margin deposits and
otherwise direct payments of cash, cash equivalents and securities and other
property into such brokerage accounts and to such brokers as the Sub-Adviser
deems desirable or appropriate. The Sub-Adviser shall cause all
securities and other property purchased or sold for the Fund to be settled
at
the place of business of the Custodian or as the Custodian shall
direct. All securities and other property of the Fund shall remain in
the direct or indirect custody of the Custodian. The Sub-Adviser
shall notify the Custodian as soon as practicable of the necessary information
to enable the Custodian to effect such purchases and sales.
The
Sub-Adviser further shall have the authority to instruct the Custodian (i)
to
pay cash for securities and other property delivered to the Custodian for the
Fund, (ii) to deliver securities and other property against payment for the
Fund, and (iii) to transfer assets and funds to such brokerage accounts as
the
Sub-Adviser may designate, all consistent with the powers, authorities and
limitations set forth herein. The Sub-Adviser shall not have
authority to cause the Custodian to deliver securities and other property,
or
pay cash to the Sub-Adviser except as expressly provided herein.
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6.
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LIABILITY;
STANDARD OF CARE.
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The
Sub-Adviser, its affiliates, agents and employees, shall be indemnified by
the
Manager against all liabilities, losses or claims (including reasonable expenses
arising out of defending such liabilities, losses or claims):
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(a)
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arising
from Fund’s or the Manager’s directions to the Sub-Adviser or Custodian,
or brokers, dealers or others with respect to the making, retention
or
sale of any investment or reinvestment hereunder;
or
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(b)
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arising
from the acts or omissions of the Manager, the Custodian or the Fund,
their respective affiliates, agents or
employees;
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6
except
for any such liability or loss which is due to the gross negligence, willful
misconduct, or lack of good faith of the Sub-Adviser, its affiliates, agents
and
employees, or the Sub-Adviser’s reckless disregard of its duties and
obligations. The Sub-Adviser shall also be without liability
hereunder for any action taken or omitted by it in good faith and without
negligence.
The
Sub-Adviser shall comply with all applicable laws and regulations in the
discharge of its duties under this Agreement; shall (as provided in Section
2
above) comply with the investment policies, guidelines and restrictions of
the
Fund; shall act at all times in the best interests of the Fund; and shall
discharge its duties with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in a like capacity
and familiar with such matters would use in the conduct of a similar
enterprise. The Sub-Adviser shall be liable to the Fund for any loss
(including brokerage charges) incurred by the Fund as a result of any investment
made by the Sub-Adviser in violation of Section 2 hereof.
However,
the Sub-Adviser shall not be obligated to perform any service not described
in
this Agreement, and shall not be deemed by virtue of this Agreement to have
made
any representation or warranty that any level of investment performance or
level
of investment results will be achieved.
Except
as
otherwise provided in this Agreement, each party to this Agreement (as an
“Indemnifying Party”), including the Trust on behalf of the Fund, shall
indemnify and hold harmless the other party and the shareholders, directors,
officers, and employees of the other party (any such person, an “Indemnified
Party”) against any loss, liability, claim, damage, or expense (including the
reasonable cost of investigating and defending any alleged loss, liability,
claim, damage, or expense and reasonable counsel fees incurred in connection
therewith) arising out of the Indemnifying Party’s performance or
non-performance of any duties under this Agreement, provided, however, that
indemnification shall not be paid hereunder with respect to any matter to the
extent to which the loss, liability, claim, damage, or expense was determined
by
a court of competent jurisdiction to have been caused by the Indemnified Party’s
willful misfeasance, bad faith, or negligence in the performance of duties
hereunder or reckless disregard of obligations and duties under this Agreement,
and provided further, however, that the Sub-Adviser shall only be required
to
indemnify and hold harmless an Indemnified Party to the extent the loss,
liability, claim, damage, or expense of such Indemnified Party was attributable
to the willful misfeasance, bad faith, gross negligence, or reckless disregard
of the Sub-Adviser’s obligations or duties hereunder.
If
indemnification is to be sought hereunder, then the Indemnified Party shall
promptly notify the Indemnifying Party of the assertion of any claim or the
commencement of any action or proceeding in respect thereof; provided,
however, that the failure so to notify the Indemnifying Party shall not
relieve the Indemnifying Party from any liability that it may otherwise have
to
the Indemnified Party provided such failure shall not affect in a material
adverse manner the position of the Indemnifying Party or the Indemnified Party
with respect to such claim. Following such notification, the Indemnifying Party
may elect in writing to assume the defense of such action or proceeding and,
upon such election, it shall not be liable for any legal costs incurred by
the
Indemnified Party (other than reasonable costs of investigation previously
incurred) in connection therewith, unless (i) the Indemnifying Party has failed
to provide counsel reasonably satisfactory to the Indemnified Party in a timely
manner or (ii) counsel which has been provided by the Indemnifying Party
reasonably determines that its representation of the Indemnified Party would
present it with a conflict of interest. Notwithstanding the foregoing, the
Indemnified Party shall be entitled to employ separate counsel at its own
expense and, in such event, the Indemnified Party may participate in such
defense as it deems necessary.
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The
provisions of this paragraph 6 shall not apply in any action where the
Indemnified Party is the party adverse, or one of the parties adverse, to the
other party.
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7.
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TERM
AND TERMINATION OF THIS AGREEMENT; NO
ASSIGNMENT
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(a) This
Agreement shall go into effect as to the Fund on the date set forth above and
shall, unless terminated as hereinafter provided, continue in effect for a
period of two years from the date of approval by shareholders of the Fund at
a
meeting called for the purpose of such approval. This Agreement shall
continue in effect thereafter for additional periods not exceeding one (l)
year
so long as such continuation is approved for the Fund at least annually by
(i)
the Board of Trustees of the Trust or by the vote of a majority of the
outstanding voting securities of the Fund and (ii) the vote of a majority of
the
Trustees of the Trust who are not parties to this Agreement nor interested
persons thereof, cast in person at a meeting called for the purpose of voting
on
such approval. The terms “majority of the outstanding voting securities” and
“interested persons” shall have the meanings as set forth in the 1940
Act;
(b) This
Agreement may be terminated by the Trust on behalf of the Fund at any time
without payment of any penalty, by the Board of Trustees of the Trust, by the
Manager, or by vote of a majority of the outstanding voting securities of a
Fund
without the payment of any penalties, upon sixty (60) days’ written notice to
the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to
the Fund and the Manager. In the event of a termination, the
Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and,
at the request of the Board of Trustees or the Manager, transfer any and all
books and records of the Fund maintained by the Sub-Adviser on behalf of the
Fund; and
(c) This
Agreement shall terminate automatically in the event of any transfer or
assignment thereof, as defined in the 1940 Act. This Agreement will
also terminate in the event that the Management Agreement is
terminated.
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8.
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SERVICES
NOT EXCLUSIVE
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The
services of the Sub-Adviser to the Manager and the Fund are not to be deemed
exclusive and it shall be free to render similar services to others so long
as
its services hereunder are not impaired thereby. It is specifically
understood that directors, officers and employees of the Sub-Adviser and of
its
subsidiaries and affiliates may continue to engage in providing portfolio
management services and advice to other investment advisory
clients. The Manager agrees that Sub-Adviser may give advice and take
action in the performance of its duties with respect to any of its other clients
which may differ from advice given or the timing or nature of action taken
with
respect to the Fund. Nothing in this Agreement shall be deemed to
require Sub-Adviser, its principals, affiliates, agents or employees to purchase
or sell for the Fund any security which it or they may purchase or sell for
its
or their own account or for the account of any other client.
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9.
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AGGREGATION
OF ORDERS
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Nothing
in this Agreement, shall preclude the combination of orders for the sale or
purchase of portfolio securities of the Fund with those for other accounts
managed by the Sub-Adviser or its affiliates, if orders are allocated in a
manner deemed equitable by the Sub-Adviser among the accounts and at a price
approximately averaged. The Sub-Adviser agrees that (i) it will not
aggregate transactions unless aggregation is consistent with its duty to seek
best execution; (ii) no account will be favored over any other account; each
account participating in an aggregated order will participate at the average
share price for all transactions in that security or a given business day,
with
transaction costs shared pro-rata based on each account’s participation in the
transaction; and (iii) allocations will be made in accordance with the
Sub-Adviser’s compliance policies and procedures..
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10.
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NO
SHORTING; NO BORROWING
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The
Sub-Adviser agrees that neither it nor any of its officers or employees shall
take any short position in the shares of the Fund. This prohibition shall not
prevent the purchase of such shares by any of the officers or employees of
the
Sub-Adviser or any trust, pension, profit-sharing or other benefit plan for
such
persons or affiliates thereof, at a price not less than the net asset value
thereof at the time of purchase, as allowed pursuant to rules promulgated under
the 1940 Act. The Manager agrees that neither it nor any of its officers or
employees shall borrow from the Fund or pledge or use the Fund's assets in
connection with any borrowing not directly for the Fund's benefit. For this
purpose, failure to pay any amount due and payable to the Fund for a period
of
more than thirty (30) days shall constitute a borrowing.
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11.
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AMENDMENT
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No
provision of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by all parties.
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12.
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NONPUBLIC
PERSONAL INFORMATION.
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Notwithstanding
any provision herein to the contrary, the Sub-Adviser hereto agrees on behalf
of
itself and its directors, trustees, shareholders, officers, and employees (1)
to
treat confidentially and as proprietary information of the Fund (a) all records
and other information relative to the Fund’s prior, present, or potential
shareholders (and clients of said shareholders) and (b) any Nonpublic Personal
Information, as defined under Section 248.3(t) of Regulation S-P
(“Regulation S-P”), promulgated under the Xxxxx-Xxxxx-Xxxxxx
Act (the “G-L-B Act”), and (2) except after prior notification
to and approval in writing by the Trust, not to use such records and information
for any purpose other than the performance of its responsibilities and duties
hereunder, or as otherwise permitted by Regulation S-P or the G-L-B Act, and
if
in compliance therewith, the privacy policies adopted by the Trust and
communicated in writing to the Sub-Adviser. Such written approval
shall not be unreasonably withheld by the Trust and may not be withheld where
the Sub-Adviser may be exposed to civil or criminal contempt or other
proceedings for failure to comply after being requested to divulge such
information by duly constituted authorities.
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13.
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CERTIFICATIONS;
DISCLOSURE CONTROLS AND
PROCEDURES
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The
Sub-Adviser acknowledges that, in compliance with the Xxxxxxxx-Xxxxx Act of
2002
(the “Xxxxxxxx-Xxxxx Act”), and the implementing regulations
promulgated thereunder, the Trust and the Fund are required to make certain
certifications and have adopted disclosure controls and procedures. To the
extent reasonably requested by the Trust, the Sub-Adviser agrees to use its
best
efforts to assist the Trust and the Fund in complying with the Xxxxxxxx-Xxxxx
Act and implementing the Trust’s disclosure controls and
procedures. The Sub-Adviser agrees to inform the Trust of any
material development related to the Fund that the Sub-Adviser reasonably
believes is relevant to the Fund’s certification obligations under the
Xxxxxxxx-Xxxxx Act.
9
|
14.
|
REPORTS
AND ACCESS
|
The
Sub-Adviser agrees to supply such information to the Manager and to permit
such
compliance inspections by the Manager or the Fund as shall be reasonably
necessary to permit the administrator to satisfy its obligations and respond
to
the reasonable requests of the Trust.
|
15.
|
NOTIFICATION
|
The
Sub-Adviser agrees that it will provide prompt notice to the Manager and Fund
about material changes in the employment status of key investment management
personnel involved in the management of the Fund, material changes in the
investment process used to manage the Fund and any changes in senior management,
operations or ownership of the Sub-Adviser’s Firm.
|
16.
|
NOTICES
|
Notices
and other communications required or permitted under this Agreement shall be
in
writing, shall be deemed to be effectively delivered when actually received,
and
may be delivered by US mail (first class, postage prepaid), by facsimile
transmission, by hand or by commercial overnight delivery service, addressed
as
follows:
|
MANAGER:
|
FundQuest
Incorporated
000
Xxxx Xxxxxx 00xx
Xx
Xxxxxx
Xxxxxx Xxxxx
Xxxxxx,
XX 00000
Attn:
Compliance Officer
|
|
SUB-ADVISER:
|
A
I
M Advisors, Inc.
00
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx,
XX 00000
Attn:
General Counsel
|
|
FUND:
|
On
behalf of Active Passive International Equity Fund
000
Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
Attn:
Secretary
|
|
17.
|
ASSIGNMENT
|
This
Agreement may not be assigned by any party, either in whole or in part, without
the prior written consent of each other party.
10
|
18.
|
OTHER
MATTERS
|
The
Sub-Adviser may from time to time employ or associate with itself any person
or
persons believed to be particularly fit to assist in its performance of services
under this Agreement, provided no such person serves or acts as an investment
adviser separate from the Sub-Adviser so as to require a new written contract
pursuant to the 1940 Act. The compensation of any such person will be
paid by the Sub-Adviser, and no obligation will be incurred by, or on behalf
of,
the Trust or the Fund(s) with respect to them.
|
19.
|
SEVERABILITY
|
If
any
provision of this Agreement shall be held or made invalid by a court decision,
statute or rule, or shall be otherwise rendered invalid, the remainder of this
Agreement shall not be affected thereby.
|
20.
|
CAPTIONS
|
The
caption in this Agreement are not included for convenience of reference only
and
in no way define or limit any of the provisions hereof or otherwise affect
their
construction or effect.
|
21.
|
GOVERNING
LAW
|
This
agreement shall be governed by, and construed in accordance with, the laws
of
the state of Delaware without giving effect to the conflict of laws principles
of Delaware or any other jurisdiction; provided that nothing herein shall be
construed to preempt, or to be inconsistent with, any federal law, regulation
or
rule, including the 1940 Act and the Investment Advisers Act of 1940, as
amended, and any rules and regulations promulgated thereunder.
[SIGNATURE
PAGE FOLLOWS]
11
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day first set forth above.
|
FUNDQUEST
INCORPORATED:
By:
________________________
Name:
Title:
|
|
A
I
M Advisors, Inc. (Sub-Adviser)
By: ________________________
Name:
Title:
|
|
As
a Third Party Beneficiary, and as a party for purposes of
Section 6
|
|
On
behalf of Active Passive International Equity Fund
By:
________________________
Name:
Title:
|
12
EXHIBIT
A
INVESTMENT
GUIDELINES
Investment
Objectives and Policies
As
described in Fund’s current prospectus and SAI provided by Manager and as agreed
to by Sub-advisor.
The
Sub-advisor will generally:
|
Ø
|
Invest
in a diversified portfolio of international equity securities whose
issuers are considered by the Sub-advisor to have strong earnings
momentum.
|
|
Ø
|
Focus
on marketable equity securities of foreign companies that are listed
on a
recognized foreign or U.S. securities exchange or traded in a foreign
or
U.S. over the counter-market
|
|
Ø
|
Will
normally invest in the securities of at least four countries outside
of
the United States, emphasizing investment in companies in the developed
countries of Western Europe and the Pacific
Basin.
|
Investment
Restrictions
As
described in Fund’s current prospectus and SAI provided by Manager and as agreed
to by Sub-advisor.
|
Ø
|
The
Sub-advisor intends to invest no more than 20% of the Allocated Portion
of
a Fund’s assets in companies located in developing countries (those
countries which are not included in the MSCI World
Index).
|
SCHEDULE
A
FUNDS
AND FEES
|
Series
of Advisors Series Trust
|
Annual
Fee Rate
|
|
Active
Passive International Equity Fund
|
60
bps for the first $150m
55
bps for the next $100m
50
bps thereafter
|
