DISTRIBUTION AGREEMENT
THIS
AGREEMENT is made and entered into as of this 1st day of October, 2001, by and
between Advisors
Series Trust, a
Delaware business trust (“Trust”), and Quasar
Distributors, LLC, a
Delaware limited liability company (“Distributor”).
WHEREAS,
the Trust is registered under the Investment Company Act of 1940, as amended
(“1940 Act”), as an open-end management investment company, and is authorized to
issue shares of beneficial interests (“Shares”) in separate series with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS,
the Trust desires to retain the Distributor as principal underwriter in
connection with the offering and sale of the Shares of each series listed on
Schedule A (as amended from time to time) (the “Funds”) to this
Agreement;
WHEREAS,
the Distributor is registered as a broker-dealer under the Securities Exchange
Act of 1934, as amended (the “1934 Act”), and is a member of the National
Association of Securities Dealers, Inc. (the “NASD”);
WHEREAS,
this Agreement has been approved by a vote of the Trust’s board of trustees
(“Board”) and its disinterested trustees in conformity with Section 15(c) of the
1940 Act; and
WHEREAS,
the Distributor is willing to act as principal underwriter for the Trust on the
terms and conditions hereinafter set forth.
NOW,
THEREFORE, in consideration of the promises and mutual covenants herein
contained, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. Appointment
of the Distributor.
The Trust
hereby appoints the Distributor as its agent for the sale and distribution of
Shares of the Funds, subject to the terms and for the period set forth in this
Agreement. The Distributor hereby accepts such appointment and agrees to act
hereunder.
2. Services
and Duties of the Distributor.
(a) The
Distributor agrees to sell Shares of the Funds on a best efforts basis as agent
for the Trust during the term of this Agreement, upon the terms and at the
current offering price (plus sales charge, if any) described in the Prospectus.
As used in this Agreement, the term “Prospectus” shall mean the current
prospectus, including the statement of additional information, as amended or
supplemented, relating to the Funds and included in the currently effective
registration statement or post-effective amendment thereto (the “Registration
Statement”) of the Trust under the Securities Act of 1933 (the “1933 Act”) and
the 1940 Act.
(b) During
the continuous public offering of Shares of the Funds, the Distributor will hold
itself available to receive orders, satisfactory to the Distributor, for the
purchase of Shares of the Funds and will accept such orders on behalf of the
Trust. Such purchase orders shall be deemed effective at the time and in the
manner set forth in the Prospectus.
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(c) The
Distributor, with the operational assistance of the Trust’s transfer agent,
shall make Shares available for sale and redemption through the National
Securities Clearing Corporation’s Fund/SERV System.
(d) In
connection with all matters relating to this Agreement, the Distributor agrees
to act in conformity with the Trust’s Declaration of Trust and By-Laws and with
the instructions of the Board and to comply with the requirements of the 1933
Act, the 1934 Act, the 1940 Act, the regulations of the NASD and all other
applicable federal or state laws and regulations. The Distributor acknowledges
and agrees that it is not authorized to provide any information or make any
representations other than as contained in the Prospectus and any sales
literature specifically approved by the Trust and the Distributor.
(e) The
Distributor agrees to cooperate with the Trust in the development of all
proposed advertisements and sales literature relating to the Funds. The
Distributor agrees to review all proposed advertisements and sales literature
for compliance with applicable laws and regulations, and shall file with
appropriate regulators those advertisements and sales literature it believes are
in compliance with such laws and regulations. The Distributor agrees to furnish
to the Trust any comments provided by regulators with respect to such materials
and to use its best efforts to obtain the approval of the regulators to such
materials.
(f) The
Distributor at its sole discretion may repurchase Shares offered for sale by
shareholders of the Funds. Repurchase of Shares by the Distributor shall be at
the price determined in accordance with, and in the manner set forth in, the
current Prospectus. At the end of each business day, the Distributor shall
notify, by any appropriate means, the Trust and its transfer agent of the orders
for repurchase of Shares received by the Distributor since the last report, the
amount to be paid for such Shares, and the identity of the shareholders offering
Shares for repurchase. The Trust reserves the right to suspend such repurchase
right upon written notice to the Distributor. The Distributor further agrees to
act as agent for the Trust to receive and transmit promptly to the Trust’s
transfer agent shareholder requests for redemption of Shares.
(g) The
Distributor may, in its discretion, enter into agreements with such qualified
broker-dealers as it may select, in order that such broker-dealers also may sell
Shares of the Funds. The form of any dealer agreement shall be mutually agreed
upon and approved by the Trust and the Distributor. The Distributor may pay a
portion of any applicable sales charge, or allow a discount, to a selling
broker-dealer, as described in the Prospectus or, if not described, as agreed
upon with the broker-dealer. The Distributor shall include in the forms of
agreement with selling broker-dealers a provision for the forfeiture by them of
their sales charge or discount with respect to Shares sold by them and redeemed,
repurchased or tendered for redemption within seven business days after the date
of confirmation of such purchases.
(h) The
Distributor shall devote its best efforts to effect sales of Shares of the Funds
but shall not be obligated to sell any certain number of Shares.
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(i) The
Distributor shall prepare reports for the Board regarding its activities under
this Agreement as from time to time shall be reasonably requested by the Board,
including reports regarding the use of 12b-1 payments received by the
Distributor, if any.
(j) The
services furnished by the Distributor hereunder are not to be deemed exclusive
and the Distributor shall be free to furnish similar services to others so long
as its services under this Agreement are not impaired thereby. The Trust
recognizes that from time to time officers and employees of the Distributor may
serve as directors, trustees, officers and employees of other entities
(including investment companies), that such other entities may include the name
of the Distributor as part of their name and that the Distributor or its
affiliates may enter into distribution, administration, fund accounting,
transfer agent or other agreements with such other entities.
3. Duties
and Representations of the Trust.
(a) The Trust
represents that it is duly organized and in good standing under the law of its
jurisdiction of incorporation and registered as an open-end management
investment company under the 1940 Act. The Trust agrees that it will act in
material conformity with its Declaration of Trust, By-Laws, its Registration
Statement as may be amended from time to time and resolutions and other
instructions of its Board. The Trust agrees to comply in all material respects
with the 1933 Act, the 1940 Act, and all other applicable federal and state laws
and regulations. The Trust represents and warrants that this Agreement has been
duly authorized by all necessary action by the Trust under the 1940 Act, state
law and the Trust’s Declaration of Trust and By-Laws.
(b) The
Trust, or its agent, shall take or cause to be taken all necessary action to
register Shares of the Funds under the 1933 Act and to maintain an effective
Registration Statement for such Shares in order to permit the sale of Shares as
herein contemplated. The Trust authorizes the Distributor to use the Prospectus,
in the form furnished to the Distributor from time to time, in connection with
the sale of Shares.
(c) The Trust
represents and agrees that all Shares to be sold by it, including those offered
under this Agreement, are validly authorized and, when issued in accordance with
the description in the Prospectus, will be fully paid and nonassessable. The
Trust further agrees that it shall have the right to suspend the sale of Shares
of any Fund at any time in response to conditions in the securities markets or
otherwise, and to suspend the redemption of Shares of any Fund at any time
permitted by the 1940 Act or the rules of the Securities and Exchange Commission
(“SEC”). The Trust shall advise the Distributor promptly of any such
determination.
(d) The Trust
agrees to advise the Distributor promptly in writing:
(i) of any
correspondence or other communication by the SEC or its staff relating to the
Funds, including requests by the SEC for amendments to the Registration
Statement or Prospectus;
(ii) in the
event of the issuance by the SEC of any stop-order suspending the effectiveness
of the Registration Statement then in effect or the initiation of any proceeding
for that purpose;
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(iii) of the
happening of any event which makes untrue any statement of a material fact made
in the Prospectus or which requires the making of a change in such Prospectus in
order to make the statements therein not misleading; and
(iv) of all
actions taken by the SEC with respect to any amendments to any Registration
Statement or Prospectus which may from time to time be filed with the
SEC.
(e) The Trust
shall file such reports and other documents as may be required under applicable
federal and state laws and regulations. The Trust shall notify the Distributor
in writing of the states in which the Shares may be sold and shall notify the
Distributor in writing of any changes to such information.
(f) The Trust
agrees to file from time to time such amendments to its Registration Statement
and Prospectus as may be necessary in order that its Registration Statement and
Prospectus will not contain any untrue statement of material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading.
(g) The Trust
shall fully cooperate in the efforts of the Distributor to sell and arrange for
the sale of Shares and shall make available to the Distributor a statement of
each computation of net asset value. In addition, the Trust shall keep the
Distributor fully informed of its affairs and shall provide to the Distributor
from time to time copies of all information, financial statements, and other
papers that the Distributor may reasonably request for use in connection with
the distribution of Shares, including, without limitation, certified copies of
any financial statements prepared for the Trust by its independent public
accountants and such reasonable number of copies of the most current Prospectus,
statement of additional information and annual and interim reports to
shareholders as the Distributor may request. The Trust shall forward a copy of
any SEC filings, including the Registration Statement, to the Distributor within
one business day of any such filings. The Trust represents that it will not use
or authorize the use of any advertising or sales material unless and until such
materials have been approved and authorized for use by the
Distributor.
(h) The Trust
represents and warrants that its Registration Statement and any advertisements
and sales literature of the Trust (excluding statements relating to the
Distributor and the services it provides that are based upon written information
furnished by the Distributor expressly for inclusion therein) shall not contain
any untrue statement of material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, and that all statements or information furnished to the Distributor
pursuant to this Agreement shall be true and correct in all material
respects.
4. Expenses.
(a) The Trust
shall bear all costs and expenses in connection with registration of the Shares
with the SEC and related compliance with state securities laws, as well as all
costs and expenses in connection with the offering of the Shares and
communications with shareholders of its Funds, including but not limited to
(i) fees and disbursements of its counsel and independent public
accountants; (ii) costs and expenses of the preparation, filing, printing
and mailing of Registration Statements and Prospectuses and amendments thereto,
as well as related advertising and sales literature, (iii) costs and
expenses of the preparation, printing and mailing of annual and interim reports,
proxy materials and other communications to shareholders of the Funds; and
(iv) fees required in connection with the offer and sale of Shares in such
jurisdictions as shall be selected by the Trust pursuant to Section 3(e) hereof.
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(b) The
Distributor shall bear the expenses of registration or qualification of the
Distributor as a dealer or broker under federal or state laws and the expenses
of continuing such registration or qualification. The Distributor does not
assume responsibility for any expenses not expressly assumed
hereunder.
5. Indemnification.
(a) The Trust
shall indemnify, defend and hold the Distributor, and each of its present or
former members, officers, employees, representatives and any person who controls
or previously controlled the Distributor within the meaning of Section 15 of the
1933 Act, free and harmless from and against any and all losses, claims,
demands, liabilities, damages and expenses (including the costs of investigating
or defending any alleged losses, claims, demands, liabilities, damages or
expenses and any reasonable counsel fee incurred in connection therewith) which
the Distributor, each of its present and former members, officers, employees or
representatives or any such controlling person, may incur under the 1933 Act,
the 1934 Act, any other statute (including Blue Sky laws) or any rule or
regulation thereunder, or under common law or otherwise, arising out of or based
upon any untrue statement, or alleged untrue statement of a material fact
contained in the Registration Statement or any Prospectus, as from time to time
amended or supplemented, or in any annual or interim report to shareholders, or
in any advertisement or sales literature, or arising out of or based upon any
omission, or alleged omission, to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that the Trust’s obligation to indemnify the Distributor and
any of the foregoing indemnitees shall not be deemed to cover any losses,
claims, demands, liabilities, damages or expenses arising out of any untrue
statement or alleged untrue statement or omission or alleged omission made in
the Registration Statement, Prospectus, annual or interim report, or any such
advertisement or sales literature in reliance upon and in conformity with
information relating to the Distributor and furnished to the Trust or its
counsel by the Distributor in writing and acknowledging the purpose of its use
for the purpose of, and used in, the preparation thereof. The Trust’s agreement
to indemnify the Distributor, and any of the foregoing indemnitees, as the case
may be, with respect to any action, is expressly conditioned upon the Trust
being notified of such action brought against the Distributor, or any of the
foregoing indemnitees, within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have been
served upon the Distributor, or such person, unless the failure to give notice
does not prejudice the Trust. Such notification shall be given by letter or by
telegram addressed to the Trust’s President, but the failure so to notify the
Trust of any such action shall not relieve the Trust from any liability which
the Trust may have to the person against whom such action is brought by reason
of any such untrue, or alleged untrue, statement or omission, or alleged
omission, otherwise than on account of the Trust’s indemnity agreement contained
in this Section 6(a).
(b) The Trust
shall be entitled to participate at its own expense in the defense or, if it so
elects, to assume the defense of any suit brought to enforce any such loss,
claim, demand, liability, damage or expense, but if the Trust elects to assume
the defense, such defense shall be conducted by counsel chosen by the Trust and
approved by the Distributor, which approval shall not be unreasonably withheld.
In the event the Trust elects to assume the defense of any such suit and retain
such counsel, the indemnified defendant or defendants in such suit shall bear
the fees and expenses of any additional counsel retained by them. If the Trust
does not elect to assume the defense of any such suit, or in case the
Distributor does not, in the exercise of reasonable judgment, approve of counsel
chosen by the Trust or, if under prevailing law or legal codes of ethics, the
same counsel cannot effectively represent the interests of both the Trust and
the Distributor, and each of its present or former members, officers, employees,
representatives or any controlling person, the Trust will reimburse the
indemnified person or persons named as defendant or defendants in such suit, for
the fees and expenses of any counsel retained by Distributor and them. The
Trust’s indemnification agreement contained in Sections 6(a) and 6(b) shall
remain operative and in full force and effect regardless of any investigation
made by or on behalf of the Distributor, and each of its present or former
members, officers, employees, representatives or any controlling person, and
shall survive the delivery of any Shares and the termination of this Agreement.
This agreement of indemnity will inure exclusively to the Distributor’s benefit,
to the benefit of each of its present or former members, officers, employees or
representatives or to the benefit of any controlling persons and their
successors. The Trust agrees promptly to notify the Distributor of the
commencement of any litigation or proceedings against the Trust or any of its
officers or directors in connection with the issue and sale of any of the
Shares.
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(c) The Trust
shall advance attorney’s fees and other expenses incurred by any person in
defending any claim, demand, action or suit which is the subject of a claim for
indemnification pursuant to this Section 6 to the maximum extent permissible
under applicable law.
(d) The
Distributor shall indemnify, defend and hold the Trust, and each of its present
or former trustees, officers, employees, representatives, and any person who
controls or previously controlled the Trust within the meaning of Section 15 of
the 1933 Act, free and harmless from and against any and all losses, claims,
demands, liabilities, damages and expenses (including the costs of investigation
or defending any alleged losses, claims, demands, liabilities, damages or
expenses, and any reasonable counsel fee incurred in connection therewith) which
the Trust, and each of its present or former trustees, officers, employees,
representatives, or any such controlling person, may incur under the 1933 Act,
the 1934 Act, any other statute (including Blue Sky laws) or any rule or
regulation thereunder, or under common law or otherwise, arising out of or based
upon any untrue, or alleged untrue, statement of a material fact contained in
the Trust’s Registration Statement or any Prospectus, as from time to time
amended or supplemented, or arising out of or based upon the omission, or
alleged omission, to state therein a material fact required to be stated therein
or necessary to make the statement not misleading, but only if such statement or
omission was made in reliance upon, and in conformity with, written information
relating to the Distributor and furnished to the Trust or its counsel by the
Distributor for the purpose of, and used in, the preparation thereof. The
Distributor’s agreement to indemnify the Trust, and any of the foregoing
indemnitees, is expressly conditioned upon the Distributor’s being notified of
any action brought against the Trust, and any of the foregoing indemnitees, such
notification to be given by letter or telegram addressed to the Distributor’s
President, within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been served
upon the Trust or such person unless the failure to give notice does not
prejudice the Distributor, but the failure so to notify the Distributor of any
such action shall not relieve the Distributor from any liability which the
Distributor may have to the person against whom such action is brought by reason
of any such untrue, or alleged untrue, statement or omission, otherwise than on
account of the Distributor’s indemnity agreement contained in this Section
6(d).
6
(e) The
Distributor shall be entitled to participate at its own expense in the defense
or, if it so elects, to assume the defense of any suit brought to enforce any
such loss, claim, demand, liability, damage or expense, but if the Distributor
elects to assume the defense, such defense shall be conducted by counsel chosen
by the Distributor and approved by the Trust, which approval shall not be
unreasonably withheld. In the event the Distributor elects to assume the defense
of any such suit and retain such counsel, the indemnified defendant or
defendants in such suit shall bear the fees and expenses of any additional
counsel retained by them. If the Distributor does not elect to assume the
defense of any such suit, or in case the Trust does not, in the exercise of
reasonable judgment, approve of counsel chosen by the Distributor or, if under
prevailing law or legal codes of ethics, the same counsel cannot effectively
represent the interests of both the Trust and the Distributor, and each of its
present or former members, officers, employees, representatives or any
controlling person, the Distributor will reimburse the indemnified person or
persons named as defendant or defendants in such suit, for the fees and expenses
of any counsel retained by the Trust and them. The Distributor’s indemnification
agreement contained in Sections 6(d) and (e) shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of the
Trust, and each of its present or former directors, officers, employees,
representatives or any controlling person, and shall survive the delivery of any
Shares and the termination of this Agreement. This Agreement of indemnity will
inure exclusively to the Trust’s benefit, to the benefit of each of its present
or former directors, officers, employees or representatives or to the benefit of
any controlling persons and their successors. The Distributor agrees promptly to
notify the Trust of the commencement of any litigation or proceedings against
the Distributor or any of its officers or directors in connection with the issue
and sale of any of the Shares.
(f) No person
shall be obligated to provide indemnification under this Section 6 if such
indemnification would be impermissible under the 1940 Act, the 1933 Act, the
1934 Act or the rules of the NASD; provided,
however, in such
event indemnification shall be provided under this Section 6 to the maximum
extent so permissible.
6. Obligations
of Trust.
This
Agreement is executed by and on behalf of the Trust and the obligations of the
Trust hereunder are not binding upon any of the trustees, officers or
shareholders of the Trust individually but are binding only upon the Trust and
with respect to the Funds to which such obligations pertain.
7. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original agreement but all of which counterparts shall together
constitute but one and the same instrument.
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8. Governing
Law.
This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin, without regard to conflicts of law principles. To the extent that the
applicable laws of the State of Wisconsin, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control, and nothing herein shall be construed in a manner inconsistent with the
1940 Act or any rule or order of the SEC thereunder.
9. Duration
and Termination.
(a) This
Agreement shall become effective with respect to each Fund listed on Schedule A
hereof as of the date hereof and, with respect to each Fund not in existence on
that date, on the date an amendment to Schedule A to this Agreement relating to
that Fund is executed. Unless sooner terminated as provided herein, this
Agreement shall continue in effect for two years from the date hereof.
Thereafter, if not terminated, this Agreement shall continue automatically in
effect as to each Fund for successive one-year periods, provided such
continuance is specifically approved at least annually by (i) the Trust’s Board
or (ii) the vote of a “majority of the outstanding voting securities” of a Fund,
and provided that in either event the continuance is also approved by a majority
of the Trust’s Board who are not “interested persons” of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval.
(b)
Notwithstanding the foregoing, this Agreement may be terminated, without the
payment of any penalty, with respect to a particular Fund (i) through a failure
to renew this Agreement at the end of a term, (ii) upon mutual consent of the
parties, or (iii) upon no less than 60 days’ written notice, by either the Trust
through a vote of a majority of the members of the Board who are not “interested
persons” of the Trust and have no direct or indirect financial interest in the
operation of this Agreement or by vote of a “majority of the outstanding voting
securities” of a Fund, or by the Distributor. The terms of this Agreement shall
not be waived, altered, modified, amended or supplemented in any manner
whatsoever except by a written instrument signed by the Distributor and the
Trust. If required under the 1940 Act, any such amendment must be approved by
the Trust’s Board, including a majority of the Trust’s Board who are not
“interested persons” of any party to this Agreement, by vote cast in person at a
meeting for the purpose of voting on such amendment. In the event that such
amendment affects the Adviser, the written instrument shall also be signed by
the Adviser. This Agreement will automatically terminate in the event of its
assignment.
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10. Confidentiality.
The
Distributor agrees on behalf of its employees to treat all records relative to
the Trust and prior, present or potential shareholders of the Trust as
confidential, and not to use such records for any purpose other than performance
of the Distributor’s responsibilities and duties under this Agreement, except
after notification and prior approval by the Trust, which approval shall not be
unreasonably withheld, and may not be withheld where the Distributor may be
exposed to civil or criminal proceedings for failure to comply, when requested
to divulge such information by duly constituted authorities, when subject to
governmental or regulatory audit or investigation, or when so requested by the
Trust. Records and information which have become known to the public through no
wrongful act of the Distributor or any of its employees, agents or
representatives shall not be subject to this paragraph.
11. Miscellaneous.
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. Any provision of this Agreement which may be determined
by competent authority to be prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors. As used in this Agreement, the terms
“majority of the outstanding voting securities,”“interested person,” and
“assignment” shall have the same meaning as such terms have in the 1940
Act.
12. Notice.
Any
notice required or permitted to be given by any party to the others shall be in
writing and shall be deemed to have been given on the date delivered personally
or by courier service or 3 days after sent by registered or certified mail,
postage prepaid, return receipt requested or on the date sent and confirmed
received by facsimile transmission to the other parties’ respective addresses
set forth below:
Notice to
the Distributor shall be sent to:
Quasar
Distributors, LLC
Attn:
President
000 Xxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
notice to
the Trust shall be sent to:
000 Xxxx
Xxxxxxxx Xxxxxx, 0xx
Xxxxx
Mail
Location: XX-XX-2
Xxxxxxxxx,
XX 00000
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their officers designated as of the day and year first above
written.
|
Quasar
Distributors, LLC | |
|
By:
/s/Xxxx
X.
Xxxxxxx
|
By:
/s/Xxxxx
Xxxxxxxxx
|
|
Xxxx X. Xxxxxxx, President |
Xxxxx
Xxxxxxxxx, President |
10
Schedule
A
to
the
(as
of 10/1/01)
Names
of Funds
American
Trust Allegiance Fund
Avatar
Advantage Balanced Fund
Avatar
Advantage Equity Allocation Fund
Capital
Advisors Growth Fund
Capital
Advisors Growth Fund
Chartwell
Large Cap Value Fund
Chartwell
Small Cap Value Fund
Chase
Growth Fund
Xxxxx
Xxxxx Value Fund
Xxxxxx
Equity Fund
Xxxxxx
and Company
National
Asset Management Core Equity Fund
Xxxxxx
Xxxxxx & Xxxxxx Mid Cap Fund
The Xx
Xxxxx Fund
The
Rockhaven Fund
The
Rockhaven Premier Dividend Fund
Schedule
A
to
the
(as
of 12/3/01)
Names
of Funds
American
Trust Allegiance Fund
Avatar
Advantage Balanced Fund
Avatar
Advantage Equity Allocation Fund
Capital
Advisors Growth Fund
Capital
Advisors Growth Fund
Chase
Growth Fund
Xxxxx
Xxxxx Value Fund
Xxxxxx
Equity Fund
Xxxxxx
and Company
National
Asset Management Core Equity Fund
Xxxxxx
Xxxxxx & Xxxxxx Mid Cap Fund
The Xx
Xxxxx Fund
The
Rockhaven Fund
The
Rockhaven Premier Dividend Fund
Schedule
A
to
the
(as
of 6/30/04)
Names
of Funds
American
Trust Allegiance Fund
Avatar
Advantage Equity Allocation Fund
Capital
Advisors Growth Fund
Chase
Growth Fund
Chase
Mid-Cap Growth Fund
Xxxxx
Xxxxx Value Fund
Hollencrest
Equity Fund
Xxxxxx
and Company
National
Asset Management Core Equity Fund
Xxxxxx
Xxxxxx & Xxxxxx Mid Cap Fund
The Xx
Xxxxx Fund
Schedule
A
to
the
(as
of 9/8/04)
Names
of Funds
The Xx
Xxxxx Fund
The
Xx Xxxxx Dividend Value Fund
American
Trust Allegiance Fund
Avatar
Advantage Equity Allocation Fund
Capital
Advisors Growth Fund
Chase
Growth Fund
Chase
Mid-Cap Growth Fund
Xxxxx
Xxxxx Value Fund
Hollencrest
Equity Fund
Xxxxxx
and Company
National
Asset Management Core Equity Fund
XxXxxxxx
Global Equity Fund
Midanek/Pak
Ultrashort Duration Fund
Provident
Investment Counsel Mutual Funds
Xxxxxx
Xxxxxx & Xxxxxx Mid Cap Fund
The
Xxxxxx Fund
