AdvisorShares Trust
EXHIBIT TO ITEM 77Q(1)(e)
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made as of the 31st day of May 2015 by and between
AdvisorShares Investments, LLC, a Delaware limited liability company with its
principal place of business at 0000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, XX
00000 (the "Adviser"), and TrimTabs Asset Management, LLC, a Delaware limited
liability company with its principal place of business at 0 Xxxxxx Xxxxx,
Xxxxx 000, Xxxxxxxxx, XX 00000 (the "Sub-Adviser").
WHEREAS, AdvisorShares Trust, a Delaware statutory trust (the "Trust"),
is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated June 2, 2009 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser acts as investment adviser to the series of the Trust set
forth on Schedule A attached hereto (each a "Fund" and, collectively, the
"Funds"), as such schedule may be amended by mutual agreement of the parties
hereto; and
WHEREAS, the Adviser and the Sub-Adviser previously have entered into
an Investment Sub-Advisory Agreement dated as of May 9, 2011, pursuant to
which the Adviser, with the approval of the Trust, retained the Sub-Adviser
to provide investment sub-advisory services in connection with the management
of the Fund; and
WHEREAS, the previous agreement between the Adviser and the Sub-Adviser
automatically terminated on the date hereof and the Adviser and the Sub-
Adviser desire to enter into this Agreement on an interim basis as described
herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. Duties of the Sub-Adviser. Subject to supervision by the Adviser and
the Trust's Board of Trustees, the Sub-Adviser shall manage all of the
securities and other assets of the Fund entrusted to it hereunder (the
"Assets"), including the purchase, retention and disposition of the
Assets, in accordance with the Fund's investment objectives, policies
and restrictions as stated in the Fund's prospectus and statement of
additional information, as currently in effect and as amended or
supplemented from time to time (referred to collectively as the
"Prospectus"), and subject to the following:
(a) The Sub-Adviser shall, subject to subparagraph (b), determine
from time to time what Assets will be purchased, retained or sold
by the Fund, and what portion of the Assets will be invested or
held uninvested in cash.
(b) In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the
Trust's Declaration of Trust (as defined herein) and the
Prospectus and with the instructions and directions of the
Adviser and of the Board of Trustees of the Trust and will
conform to and comply with the requirements of the 1940 Act, the
Internal Revenue Code of 1986, as amended (the "Code"), and all
other applicable federal and state laws and regulations, as each
is amended from time to time.
(c) The Sub-Adviser shall determine the Assets to be purchased or
sold by the Fund as provided in subparagraph (a) and will place
orders with or through such persons, brokers or dealers to carry
out the policy with respect to brokerage set forth in the Fund's
Prospectus or as the Board of Trustees or the Adviser may direct
in writing from time to time, in conformity with all federal
securities laws. In executing Fund transactions and selecting
brokers or dealers, the Sub-Adviser will use its best efforts to
seek on behalf of the Fund the best overall terms available. In
assessing the best overall terms available for any transaction,
the Sub-Adviser shall consider all factors that it deems
relevant, including the breadth of the market in the security,
the price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of the
commission, if any, both for the specific transaction and on a
continuing basis. In evaluating the best overall terms
available, and in selecting the broker-dealer to execute a
particular transaction, the Sub-Adviser may also consider the
brokerage and research services provided (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934
(the "Exchange Act")). Consistent with any guidelines
established by the Board of Trustees of the Trust and Section
28(e) of the Exchange Act, the Sub-Adviser is authorized to pay
to a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for
the Fund which is in excess of the amount of commission another
broker or dealer would have charged for effecting that
transaction if, but only if, the Sub-Adviser determines in good
faith that such commission was reasonable in relation to the
value of the brokerage and research services provided by such
broker or dealer viewed in terms of that particular transaction
or in terms of the overall responsibilities of the Sub-Adviser to
its discretionary clients, including the Fund. In addition, the
Sub-Adviser is authorized to allocate purchase and sale orders
for securities to brokers or dealers (including brokers and
dealers that are affiliated with the Adviser, Sub-Adviser or the
Trust's principal underwriter) if the Sub-Adviser believes that
the quality of the transaction and the commission are comparable
to what they would be with other qualified firms. In no
instance, however, will the Assets be purchased from or sold to
the Adviser, Sub-Adviser, the Trust's principal underwriter, or
any affiliated person of either the Trust, Adviser, the Sub-
Adviser or the principal underwriter, acting as principal in the
transaction, except to the extent permitted by the Securities and
Exchange Commission ("SEC") and the 1940 Act.
(d) The Sub-Adviser shall maintain all books and records with respect
to transactions involving the Assets required by subparagraphs
(b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of
Rule 31a-1 under the 1940 Act. The Sub-Adviser shall keep the
books and records relating to the Assets required to be
maintained by the Sub-Adviser under this Agreement and shall
timely furnish to the Adviser all information relating to the
Sub-Adviser's services under this Agreement needed by the Adviser
to keep the other books and records of the Fund required by Rule
31a-1 under the 1940 Act. The Sub-Adviser agrees that all
records that it maintains on behalf of the Fund are property of
the Fund and the Sub-Adviser will surrender promptly to the Fund
any of such records upon the Fund's request; provided, however,
that the Sub-Adviser may retain a copy of such records. In
addition, for the duration of this Agreement, the Sub-Adviser
shall preserve for the periods prescribed by Rule 31a-2 under the
1940 Act any such records as are required to be maintained by it
pursuant to this Agreement, and shall transfer said records to
any successor sub-adviser upon the termination of this Agreement
(or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund's custodian on each
business day with information relating to all transactions
concerning the Assets and shall provide the Adviser with such
information upon request of the Adviser.
(f) The Sub-Adviser shall promptly notify the Adviser of any
financial condition that is reasonably and foreseeably likely to
impair the Sub-Adviser's ability to fulfill its commitment under
this Agreement.
(g) The Sub-Adviser shall be responsible for reviewing proxy
solicitation materials or voting and handling proxies in relation
to the securities held as Assets in the Fund.
(h) In performance of its duties and obligations under this
Agreement, the Sub-Adviser shall not consult with any other sub-
adviser to the Fund or a sub-adviser to a portfolio that is under
common control with the Fund concerning the Assets, except as
permitted by the policies and procedures of the Fund. The Sub-
Adviser shall not provide investment advice to any assets of the
Fund other than the Assets.
(i) On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Fund as well as other
clients of the Sub-Adviser, the Sub-Adviser may, to the extent
permitted by applicable law and regulations, aggregate the order
for securities to be sold or purchased. In such event, the Sub-
Adviser will allocate securities so purchased or sold, as well as
the expenses incurred in the transaction, in a manner the Sub-
Adviser reasonably considers to be equitable and consistent with
its fiduciary obligations to the Fund and to such other clients
under the circumstances.
(j) The Sub-Adviser shall furnish to the Adviser or the Board of
Trustees such reasonably requested periodic and special reports,
balance sheets or financial information, and such other
information with regard to its affairs as the Adviser or Board of
Trustees may reasonably request. Upon the request of the
Adviser, the Sub-Adviser shall also furnish to the Adviser any
other information relating to the Assets that is required to be
filed by the Adviser or the Trust with the SEC or sent to
shareholders under the 1940 Act (including the rules adopted
thereunder) or any exemptive or other relief that the Adviser or
the Trust obtains from the SEC.
To the extent permitted by law, the services to be furnished by the
Sub-Adviser under this Agreement may, at the sole discretion of the
Sub-Advisor and consistent with the requirements of the 1940 Act, be
furnished through the medium of any of the Sub-Adviser's partners,
officers, employees or control affiliates; provided, however, that the
use of such mediums does not relieve the Sub-Adviser from any
obligation or duty under this Agreement.
2. Duties of the Adviser. The Adviser shall continue to have
responsibility for all services to be provided to the Fund pursuant to
the Advisory Agreement and shall oversee and review the Sub-Adviser's
performance of its duties under this Agreement; provided, however, that
in connection with its management of the Assets, nothing herein shall
be construed to relieve the Sub-Adviser of responsibility for
compliance with the Trust's Declaration of Trust (as defined herein),
the Prospectus, the instructions and directions of the Board of
Trustees of the Trust, the requirements of the 1940 Act, the Code, and
all other applicable federal and state laws and regulations, as each is
amended from time to time.
3. Delivery of Documents. The Adviser has furnished the Sub-Adviser with
copies of each of the following documents:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of Delaware (such Agreement and Declaration of
Trust, as in effect on the date of this Agreement and as amended from
time to time, herein called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of
this Agreement and as amended from time to time, are herein called the
"By-Laws");
(c) Prospectus of the Fund;
(d) Resolutions of the Trust's Board of Trustees approving the
engagement of the Sub-Adviser as a sub-adviser to the Fund;
(e) Resolutions, policies and procedures adopted by the Trust's Board
of Trustees with respect to the Assets to the extent such resolutions,
policies and procedures may affect the duties of the Sub-Adviser
hereunder;
(f) A list of the Trust's principal underwriter and each affiliated
person of the Adviser, the Trust or the principal underwriter; and
(g) A list of each other investment sub-adviser to the Fund.
The Adviser shall promptly furnish the Sub-Adviser from time to time
with copies of all amendments of or supplements to the foregoing.
Until so provided, the Sub-Adviser may continue to rely on those
documents previously provided. The Adviser shall not, and shall not
permit the Fund to use the Sub-Adviser's name or make representations
regarding Sub-Adviser or its affiliates without prior written consent
of Sub-Adviser, such consent not to be unreasonably withheld.
Notwithstanding the foregoing, the Sub-Adviser's approval is not
required when the information regarding the Sub-Adviser used by the
Adviser or the Fund is limited to information disclosed in materials
provided by the Sub-Adviser to the Adviser and the information is used
(a) as required by applicable law, rule or regulation, in the
Prospectus of the Fund or in Fund shareholder reports or proxy
statements; or (b) as may be otherwise specifically approved in writing
by the Sub-Adviser prior to use.
4. Compensation to the Sub-Adviser. For the services to be provided by
the Sub-Adviser pursuant to this Agreement, the Adviser will pay the
Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in Schedule A, which
is attached hereto and made part of this Agreement. For the avoidance
of doubt, notwithstanding the fact that the Agreement has not been
terminated, no fee will be accrued under this Agreement with respect to
any day that the value of the Assets under the Sub-Adviser's management
equals zero. Except as may otherwise be prohibited by law or
regulation (including any then current SEC staff interpretation), the
Sub-Adviser may, in its sole discretion and from time to time, waive a
portion of its fee.
Pursuant to Rule 15a-4 under the 1940 Act, the compensation to be paid
under this Agreement shall be held in an interest-bearing escrow
account held with the Fund's custodian or with a bank. If the holders
of a majority of the Fund's outstanding voting securities approve a new
investment sub-advisory agreement between the Adviser and the Sub-
Adviser within 150 days of the effective date of this Agreement, the
full amount in the escrow account (including interest earned) specified
in this Paragraph 4 will be paid to the Sub-Adviser. If the holders of
a majority of the Fund's outstanding voting securities do not approve a
new investment sub-advisory agreement between the Adviser and the Sub-
Adviser within 150 days of the effective date of this Agreement, the
Adviser will be paid, out of the escrow account specified in this
Paragraph 4, the lesser of (a) any costs incurred in performing this
Agreement (plus interest earned on that amount while in escrow) or (b)
the full amount in the escrow account (including interest earned).
Except for expenses assumed or agreed to be paid by the Sub-Adviser
pursuant hereto, the Sub-Adviser shall not be liable for any costs or
expenses of the Trust including, without limitation, (a) interest
(short or leverage) and taxes, (b) brokerage commissions and other
costs in connection with the purchase or sale of securities or other
investment instruments with respect to the Fund, and (c) operational or
administrative expenses of the Trust (including custodial and
administrative fees), and (d) accounting and legal expenses. The Sub-
Adviser will pay its own overhead and salary expenses incurred in
furnishing the services to be provided by it pursuant to this
Agreement.
5. Indemnification. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or
damages (including reasonable attorney's fees and other related
expenses) however arising from or in connection with the performance of
the Sub-Adviser's obligations under this Agreement; provided, however,
that the Sub-Adviser's obligation under this Paragraph 5 shall be
reduced to the extent that the claim against, or the loss, liability or
damage experienced by the Adviser, is caused by or is otherwise
directly related to the Adviser's own willful misfeasance, bad faith or
gross negligence, or to the reckless disregard of its duties under this
Agreement.
The Adviser shall indemnify and hold harmless the Sub-Adviser from and
against any and all claims, losses, liabilities or damages (including
reasonable attorney's fees and other related expenses) however arising
from or in connection with the performance of the Sub-Adviser's
obligations under this Agreement; provided, however, that the Adviser's
obligation under this Paragraph 5 shall be reduced to the extent that
the claim against, or the loss, liability or damage experienced by the
Sub-Adviser, is caused by or is otherwise directly related to the Sub-
Adviser's own willful misfeasance, bad faith or gross negligence, or to
the reckless disregard of its duties under this Agreement.
6. Representations and Warranties of Sub-Adviser. The Sub-Adviser
represents and warrants to the Adviser and the Funds as follows:
(a) The Sub-Adviser is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended (the "Advisers Act");
(b) The Sub-Adviser will immediately notify the Adviser of the
occurrence of any event that would disqualify the Sub-Adviser from
serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act;
(c) The Sub-Adviser is fully authorized under all applicable law
to serve as Sub-Adviser to the Funds and to perform the services
described under this Agreement;
(d) The Sub-Adviser is a limited liability company duly organized
and validly existing under the laws of the state of Delaware with the
power to own and possess its assets and carry on its business as it is
now being conducted;
(e) The execution, delivery and performance by the Sub-Adviser of
this Agreement are within the Sub-Adviser's powers and have been duly
authorized by all necessary action on the part of its members, and no
action by or in respect of, or filing with, any governmental body,
agency or official is required on the part of the Sub-Adviser for the
execution, delivery and performance by the Sub-Adviser of this
Agreement, and the execution, delivery and performance by the Sub-
Adviser of this Agreement do not contravene or constitute a default
under (i) any provision of applicable law, rule or regulation, (ii) the
Sub-Adviser's governing instruments, or (iii) any agreement, judgment,
injunction, order, decree or other instrument binding upon the Sub-
Adviser;
(f) This Agreement is a valid and binding agreement of the Sub-
Adviser;
(g) The Form ADV of the Sub-Adviser previously provided to the
Adviser is a true and complete copy of the form filed with the SEC and
the information contained therein is accurate and complete in all
material respects as of its filing date, and does not omit to state any
material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading;
(h) The Sub-Adviser shall not divert any Fund's portfolio
securities transactions to a broker or dealer in consideration of such
broker or dealer's promotion or sales of shares of the Fund, any other
series of the Trust, or any other registered investment company.
7. Duration and Termination.
(a) Duration. This Agreement shall become effective upon the date
first above written and continue in effect for the lesser of (i) the
period beginning on the date first written above through the date of
the approval of a new investment sub-advisory agreement by vote of a
majority of the outstanding voting securities of the Fund or (ii) 150
days; provided, however, that if the shareholders fail to approve a new
investment sub-advisory agreement, the Sub-Adviser may continue to
serve hereunder in a manner consistent with the 1940 Act and the rules
and regulations thereunder.
(b) Termination. Notwithstanding whatever may be provided herein
to the contrary, this Agreement may be terminated at any time, without
payment of any penalty:
(i) By vote of a majority of the Board of Trustees of the Fund
or by vote of a majority of the outstanding voting securities of
the Fund upon ten (10) days' written notice to the Sub-Adviser;
(ii) By the Adviser upon sixty (60) days' written notice to the
Sub-Adviser;
(iii) By the Adviser upon breach by the Sub-Adviser of any
representation or warranty contained in Paragraphs 6 and 8 hereof,
which shall not have been cured within twenty (20) days of the Sub-
Adviser's receipt of written notice of such breach;
(iv) By the Adviser immediately upon written notice to the Sub-
Adviser if the Sub-Adviser becomes unable to discharge its duties
and obligations under this Agreement; or
(v) By the Sub-Adviser upon 120 days written notice to the
Adviser and the Fund.
This Agreement shall terminate automatically and immediately in the
event of its assignment, or in the event of a termination of the
Advisory Agreement with the Trust. As used in this Paragraph 7, the
terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940
Act and the rules and regulations thereunder, subject to such
exceptions as may be granted by the SEC under the 1940 Act.
8. Compliance Program of the Sub-Adviser. The Sub-Adviser hereby
represents and warrants that:
(a) in accordance with Rule 206(4)-7 under the Advisers Act, the Sub-
Adviser has adopted and implemented and will maintain written
policies and procedures reasonably designed to prevent violation
by the Sub-Adviser and its supervised persons (as such term is
defined in the Advisers Act) of the Advisers Act and the rules
the SEC has adopted under the Advisers Act; and
(b) to the extent that the Sub-Adviser's activities or services could
affect the Fund, the Sub-Adviser has adopted and implemented and
will maintain written policies and procedures that are reasonably
designed to prevent violation of the "federal securities laws"
(as such term is defined in Rule 38a-1 under the 0000 Xxx) by the
Fund and the Sub-Adviser (the policies and procedures referred to
in this Paragraph 8(b), along with the policies and procedures
referred to in Paragraph 8(a), are referred to herein as the Sub-
Adviser's "Compliance Program").
9. Confidentiality. Subject to the duty of the Adviser or Sub-Adviser to
comply with applicable law, including any demand of any regulatory or
taxing authority having jurisdiction, the parties hereto shall treat as
confidential all non-public information pertaining to the Fund and the
actions of the Sub-Adviser and the Fund in respect thereof. It is
understood that any information or recommendation supplied by the Sub-
Adviser in connection with the performance of its obligations hereunder
is to be regarded as confidential and for use only by the Adviser, the
Fund, the Board of Trustees, or such persons as the Adviser may
designate in connection with the Fund. It is also understood that any
information supplied to the Sub-Adviser in connection with the
performance of its obligations hereunder, particularly, but not limited
to, any list of investments which, on a temporary basis, may not be
bought or sold for the Fund is to be regarded as confidential and for
use only by the Sub-Adviser in connection with its obligation to
provide investment advice and other services to the Fund. The parties
acknowledge and agree that all nonpublic personal information with
regard to shareholders in the Fund shall be deemed proprietary
information of the Adviser, and that the Sub-Advisor shall use that
information solely in the performance of its duties and obligations
under this Agreement and shall take reasonable steps to safeguard the
confidentiality of that information. Further, the Sub-Adviser shall
maintain and enforce adequate security procedures with respect to all
materials, records, documents and data relating to any of its
responsibilities pursuant to this Agreement including all means for the
effecting of investment transactions.
10. Reporting of Compliance Matters.
(a) The Sub-Adviser shall promptly provide to the Trust's Chief
Compliance Officer ("CCO") the following documents:
(i) reasonable access, at the Sub-Adviser's principal office or
such other place as may be mutually agreed to by the
parties, to all SEC examination correspondences, including
correspondences regarding books and records examinations
and "sweep" examinations, issued during the term of this
Agreement, in which the SEC identified any concerns, issues
or matters (such correspondences are commonly referred to
as "deficiency letters") relating to any aspect of the Sub-
Adviser's investment advisory business and the Sub-
Adviser's responses thereto; provided that the Sub-Adviser
may redact from such correspondences client specific
confidential information, material subject to the attorney-
client privilege, and material non-public information, that
the Sub-Adviser reasonably determines should not be
disclosed to the Trust's CCO;
(ii) a report of any material violations of the Sub-Adviser's
Compliance Program or any "material compliance matters" (as
such term is defined in Rule 38a-1 under the 0000 Xxx) that
have occurred with respect to the Sub-Adviser's Compliance
Program;
(iii) on a quarterly basis, a report of any material changes to
the policies and procedures that compose the Sub-Adviser's
Compliance Program;
(iv) a copy of the Sub-Adviser's chief compliance officer's
report (or similar document(s) which serve the same
purpose) regarding his or her annual review of the Sub-
Adviser's Compliance Program, as required by Rule 206(4)-7
under the Advisers Act; and
(v) an annual (or more frequently as the Trust's CCO may
reasonably request) representation regarding the Sub-
Adviser's compliance with Paragraphs 6 and 7 of this
Agreement.
(b) The Sub-Adviser shall also provide the Trust's CCO with
reasonable access, during normal business hours, to the Sub-
Adviser's facilities for the purpose of conducting pre-arranged
on-site compliance related due diligence meetings with personnel
of the Sub-Adviser.
11. The Name "AdvisorShares". The Adviser grants to the Sub-Adviser a
sublicense to use the name "AdvisorShares" (the "Name"). The foregoing
authorization by the Adviser to the Sub-Adviser to use the Name is not
exclusive of the right of the Adviser itself to use, or to authorize
others to use, the Name; the Sub-Adviser acknowledges and agrees that,
as between the Sub-Adviser and the Adviser, the Adviser has the right
to use, or authorize others to use, the Name. The Sub-Adviser shall
(1) only use the Name in a manner consistent with uses approved by the
Adviser. Notwithstanding the foregoing, neither the Sub-Adviser nor
any affiliate or agent of it shall make reference to or use the Name or
any of Adviser's respective affiliates or clients names without the
prior approval of Adviser, which approval shall not be unreasonably
withheld or delayed. The Sub-Adviser hereby agrees to make all
reasonable efforts to cause any affiliate or agent of the Sub-Adviser
to satisfy the foregoing obligation.
12. Governing Law. This Agreement shall be governed by the internal laws
of the State of Delaware, without regard to conflict of law principles;
provided, however, that nothing herein shall be construed as being
inconsistent with the 1940 Act.
13. Severability. Should any part of this Agreement be held invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective successors.
14. Notice. Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by
registered, certified or overnight mail, postage prepaid addressed by
the party giving notice to the other party at the last address
furnished by the other party:
To the Adviser at:
AdvisorShares Investments, LLC
0000 Xxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Legal Department
To the Trust at:
AdvisorShares Investments, LLC
0000 X. Xxxxxxx Xxxxxxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxx Xxxxxx
To the Sub-Adviser at:
TrimTabs Asset Management, LLC
0 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx
15. Non-Hire/Non-Solicitation. The parties hereby agree that so long as
the Sub-Adviser provides services to the Adviser or the Trust and for a
period of one year following the date on which the Sub-Adviser ceases
to provide services to the Adviser and the Trust, neither party shall,
for any reason, directly or indirectly, on its own behalf or on behalf
of others, hire any person employed by the other party (a "Restricted
Person") or engage an entity to which a Restricted Person is an
employee or principal who becomes known to such party in connection
with this Agreement or services rendered pursuant to this Agreement,
whether or not such Restricted Person is a full-time employee or
whether or not any Restricted Person's employment is pursuant to a
written agreement or is at-will. The parties further agree that, to
the extent that a party breaches the covenant described in this
paragraph, the other party shall be entitled to pursue all appropriate
remedies in law or equity.
16. Amendment of Agreement. This Agreement may be amended only by written
agreement of the Adviser and the Sub-Adviser and only in accordance
with the provisions of the 1940 Act and the rules and regulations
promulgated thereunder.
17. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject
matter. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such counterparts
shall, together, constitute only one instrument.
In the event the terms of this Agreement are applicable to more than
one portfolio of the Trust (for purposes of this Paragraph 17, each a
"Fund"), the Adviser is entering into this Agreement with the Sub-
Adviser on behalf of the respective Funds severally and not jointly,
with the express intention that the provisions contained in each
numbered paragraph hereof shall be understood as applying separately
with respect to each Fund as if contained in separate agreements
between the Adviser and Sub-Adviser for each such Fund. In the event
that this Agreement is made applicable to any additional Funds by way
of a Schedule executed subsequent to the date first indicated above,
provisions of such Schedule shall be deemed to be incorporated into
this Agreement as it relates to such Fund so that, for example, the
execution date for purposes of Paragraph 7 of this Agreement with
respect to such Fund shall be the execution date of the relevant
Schedule.
18. Miscellaneous.
(a) A copy of the Certificate of Trust is on file with the Secretary
of State of Delaware, and notice is hereby given that the
obligations of this instrument are not binding upon any of the
Trustees, officers or shareholders of the Fund or the Trust.
(b) Where the effect of a requirement of the 1940 Act or Advisers Act
reflected in any provision of this Agreement is altered by a
rule, regulation or order of the SEC, whether of special or
general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the day and year first
written above.
AdvisorShares Investments, LLC TrimTabs Asset Management, LLC
By: /s/ Xxx Xxxxxx By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxx Xxxxxx Name: Xxxxxxx Xxxxxxxx
Title: Managing Director Title: President and CEO
Schedule A
to the
Interim Investment Sub-Advisory Agreement
Dated as of May 31, 2015
between
AdvisorShares Investments, LLC
and
TrimTabs Asset Management, LLC
A. List of Funds.
AdvisorShares TrimTabs Float Shrink ETF
B. Sub-Advisory Fee.
In accordance with Paragraph 4 of the Agreement, the Adviser shall pay
the Sub-Adviser a fee for its services to the AdvisorShares TrimTabs
Float Shrink ETF calculated daily at an annual rate of 0.64% based on
the average daily net assets of the Fund.
Agreed and Accepted:
AdvisorShares Investments, LLC TrimTabs Asset Management, LLC
By: /s/ Xxx Xxxxxx By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxx Xxxxxx Name: Xxxxxxx Xxxxxxxx
Title: Managing Director Title: President and CEO
