MANAGEMENT AGREEMENT
TO: Nashville Capital Corporation
000 00xx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Dear Sirs:
AmeriPrime Advisors Trust (the "Trust") herewith confirms our agreement
with you.
The Trust has been organized to engage in the business of an investment
company. The Trust currently offers several series of shares to investors, one
of which is the Monteagle Large Cap Fund (the "Fund").
You have been selected to act as the investment manager of the Fund and
to provide certain other services, as more fully set forth below, and you are
willing to act as such investment manager and to perform such services under the
terms and conditions hereinafter set forth. Accordingly, the Trust agrees with
you as follows effective upon the date of the execution of this Agreement.
1. MANAGEMENT SERVICES
You will provide or arrange to be provided to the Fund such
investment advice as you in your discretion deem advisable and will furnish or
arrange to be furnished a continuous investment program for the Fund consistent
with the Fund's investment objectives and policies. You will determine or
arrange for others to determine the securities to be purchased for the Fund, the
portfolio securities to be held or sold by the Fund and the portion of the
Fund's assets to be held uninvested, subject always to 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 may from time to time establish. You may delegate any or all of the
responsibilities, rights or duties described above to one or more advisers who
shall enter into agreements with you, provided the agreements are approved and
ratified by the Board including a majority of the trustees who are not
interested persons of you or of the Trust, cast in person at a meeting called
for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the Fund. Any such delegation shall not relieve you from any liability
hereunder.
You will also advise and assist the officers of the Trust in
taking such steps as are necessary or appropriate to carry out the decisions of
the Board and the appropriate committees of the Board regarding the conduct of
the business of the Fund. You may delegate any of the responsibilities, rights
or duties described above to one or more persons, provided you notify the Trust
and agree that such delegation does not relieve you from any liability
hereunder.
2. ALLOCATION OF CHARGES AND EXPENSES
You will pay all operating expenses of the Fund, including the
compensation and expenses of any employees of the Fund and of any other persons
rendering any services to the Fund including any adviser retained pursuant to
Paragraph 1 above; clerical and shareholder service staff salaries; office space
and other office expenses; fees and expenses incurred by the Fund in connection
with membership in investment company organizations; legal, auditing and
accounting expenses; expenses of registering shares under federal and state
securities laws, including expenses incurred by the Fund in connection with the
organization and initial registration of shares of the Fund; insurance expenses;
fees and expenses of the custodian, transfer agent, dividend disbursing agent,
shareholder service agent, plan agent, administrator, accounting and pricing
services agent and underwriter of the Fund; expenses, including clerical
expenses, of issue, sale, redemption or repurchase of shares of the Fund; the
cost of preparing and distributing reports and notices to shareholders, the cost
of printing or preparing prospectuses and statements of additional information
for delivery to the Fund's current and prospective shareholders; the cost of
printing or preparing stock certificates or any other documents, statements or
reports to shareholders; expenses of shareholders' meetings and proxy
solicitations; advertising, promotion and other expenses incurred directly or
indirectly in connection with the sale or distribution of the Fund's shares
(excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1
under the Investment Company Act of 1940 (the "1940 Act"), as amended); and all
other operating expenses not specifically assumed by the Fund.
The Fund will pay all brokerage fees and commissions, taxes,
borrowing costs (such as (a) interest and (b) dividend expenses on securities
sold short), fees and expenses of the non-interested person trustees and such
extraordinary or non-recurring expenses as may arise, including litigation to
which the Fund may be a party and indemnification of the Trust's trustees and
officers with respect thereto. The Fund will also pay expenses which it is
authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain
reimbursement from the Fund, at such time or times as you may determine in your
sole discretion, for any of the expenses advanced by you, which the Fund is
obligated to pay, and such reimbursement shall not be considered to be part of
your compensation pursuant to this Agreement.
3. COMPENSATION OF THE MANAGER
For all of the services to be rendered and payments to be made
as provided in this Agreement, as of the last business day of each month, the
Fund will pay you a fee at the annual rate of 1.25% of the average value of the
daily net assets of the Fund up to and including $25 million, 1.13% of such
assets of the Fund from $25 million to and including $50 million, 1.00% of such
assets of the Fund from $50 million to and including $100 million and 0.95% of
such assets of the Fund in excess of $100 million.
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).
4. EXECUTION OF PURCHASE AND SALE ORDERS
In connection with purchases or sales of portfolio securities
for the account of the Fund, it is understood that you (or the advisers retained
pursuant to paragraph 1 above) 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. You (or the advisers) 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, you (or the advisers)
are directed at all times to seek for the 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.
You (or the advisers) should generally seek favorable prices
and commission rates that are reasonable in relation to the benefits received.
In seeking best qualitative execution, you (or the advisers) are authorized to
select brokers or dealers who also provide brokerage and research services to
the Fund and/or the other accounts over which you exercise investment
discretion. You (or the advisers) are 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 you (or
the advisers) determine 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 your (or the advisers') overall
responsibilities with respect to the Fund and to accounts over which you (or the
advisers) exercise investment discretion. The Fund and you (and the advisers)
understand and acknowledge that, although the information may be useful to the
Fund and you (or the advisers), it is not possible to place a dollar value on
such information. The Board shall periodically review the commissions paid by
the Fund to determine if the commissions paid over representative periods of
time were reasonable in relation to the benefits to the Fund.
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, you (or the advisers) may give consideration to
sales of shares of the Fund 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, you (or the advisers), any of your (or the advisers') affiliates
or any affiliates of your (or the advisers') affiliates may retain compensation
in connection with effecting the Fund's portfolio transactions, including
transactions effected through others. If any occasion should arise in which you
(or the advisers) give any advice to clients concerning the shares of the Fund,
you (or the advisers) will act solely as investment counsel for such client and
not in any way on behalf of the Fund. Your (and the advisers') services to the
Fund pursuant to this Agreement are not to be deemed to be exclusive and it is
understood that you (or they) may render investment advice, management and other
services to others, including other registered investment companies.
5. LIMITATION OF LIABILITY OF MANAGER
You may rely on information reasonably believed by you to be
accurate and reliable. Except as may otherwise be required by the 1940 Act or
the rules thereunder, neither you nor your shareholders, members, officers,
directors, employees, agents, control persons or affiliates of any thereof shall
be subject to any liability for, or any damages, expenses or losses incurred by
the Trust in connection with, any error of judgment, mistake of law, any act or
omission connected with or arising out of any services rendered under, or
payments made pursuant to, this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or gross
negligence on the part of any such persons in the performance of your duties
under this Agreement, or by reason of reckless disregard by any of such persons
of your obligations and duties under this Agreement.
Any person, even though also a director, officer, employee,
member, shareholder or agent of you, 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 your duties hereunder), to be rendering
such services to or acting solely for the Trust and not as a director, officer,
employee, member, shareholder or agent of you, or one under your control or
direction, even though paid by you.
6. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall take effect on the date of its execution,
and shall remain in force for a period of two (2) years from the date of its
execution, and from year to year thereafter, subject to annual approval by (i)
the Board or (ii) a vote of a majority of the outstanding voting securities of
the Fund, provided that in either event continuance is also approved by a
majority of the trustees who are not interested persons of you or the Trust, by
a vote cast in person at a meeting called for the purpose of voting such
approval.
This Agreement may, on sixty days written notice, be terminated with
respect to the Fund, at any time without the payment of any penalty, by the
Board, by a vote of a majority of the outstanding voting securities of the Fund,
or by you. This
Agreement shall automatically terminate in the event of its assignment.
7. USE OF NAME
The Trust and you acknowledge that all rights to the name
"Monteagle" or any variation thereof belong to you, 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 you cease to be the adviser to the Fund, 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 you during the term of this Agreement upon ninety (90) days'
written notice by you to the Trust. Nothing contained herein shall impair or
diminish in any respect, your right to use the name "Monteagle" in the name of,
or in connection with, any other business enterprises with which you are or may
become associated. There is no charge to the Trust for the right to use this
name.
8. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this Agreement shall be
effective until approved by the Board, including a majority of the trustees who
are not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the series to which the amendment relates.
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
The term "AmeriPrime Advisors Trust" means and refers to the
Trustees from time to time serving under the Trust's Declaration of Trust as the
same may subsequently thereto have been, or subsequently hereto be, amended. It
is expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the trustees and shareholders
of the Trust and signed by officers of the Trust, acting as such, and neither
such authorization by such trustees and shareholders nor such execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.
10. 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.
11. 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 "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.
12. NOTICES
Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust is
AmeriPrime Advisors Trust, 0000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx
00000, and your address for this purpose shall be Nashville Capital Corporation,
000 00xx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx XX 00000.
13. 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.
14. 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.
15. CAPTIONS
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.
If you are in agreement with the foregoing, please sign the
form of acceptance on the accompanying counterpart of this letter and return
such counterpart to the Trust, whereupon this letter shall become a binding
contract upon the date thereof.
Yours very truly,
ATTEST:
AmeriPrime Advisors Trust
By: _____/s/_______________________ By:___/s/___________________________
Xxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxxxxxxx, President
Dated: November 21, 1999
ACCEPTANCE
The foregoing Agreement is hereby accepted.
ATTEST:
Nashville Capital Corporation
By:_____/s/_________________________ By:__/s/____________________________
Xxxx Xxxxxxxxx Xxxxx Xxxxxxx, President
Dated: November 21, 1999
