0001104659-09-052948 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 2nd, 2009 • AdvisorShares Trust • Delaware

AGREEMENT made as of this 2nd day of June, 2009 by and between AdvisorShares Investments, LLC, a Delaware limited liability company with its principal place of business at 3 Bethesda Metro Center, Suite 700, Bethesda MD, 20814 (the “Adviser”) and H.S. Dent Investment Management, LLC, a Delaware limited liability company with its principal place of business at 15310 Amberly Drive, Suite 165 Tampa FL 33647 (the “Sub-Adviser”).

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ADVISORY AGREEMENT
Advisory Agreement • September 2nd, 2009 • AdvisorShares Trust • Delaware

ADVISORY AGREEMENT made as of this 2nd day of June, 2009 by and between ADVISORSHARES TRUST (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and ADVISORSHARES INVESTMENTS, LLC, a Delaware limited liability company with its principal place of business at 3 Bethesda Metro Center, Suite 700, Bethesda MD, 20814 (the “Adviser”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • September 2nd, 2009 • AdvisorShares Trust • New York

AGREEMENT made as of the day of , 2008, by and between each Trust (hereinafter the “Trust”) listed on Appendix I hereto and each Series of the Trust listed on Appendix I hereto (as such Appendix be amended from time to time), and THE BANK OF NEW YORK MELLON, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

CUSTODY AGREEMENT
Custody Agreement • September 2nd, 2009 • AdvisorShares Trust • New York

AGREEMENT, dated as of , 200 between , a Delaware statutory trust, having its principal office and place of business at (the “Trust”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • September 2nd, 2009 • AdvisorShares Trust • Delaware

This Distribution Agreement (the “Agreement”) is made this day of 2009, by and between AdvisorShares Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 3 Bethesda Metro Center, Suite 700, Bethesda, ME 20814, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • September 2nd, 2009 • AdvisorShares Trust • New York

AGREEMENT made as of , by and between each entity listed on Exhibit A hereto (each a “Fund”, collectively the “Funds”), and The Bank of New York Mellon, a New York banking organization (“BNY”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • September 2nd, 2009 • AdvisorShares Trust

EXPENSE LIMITATION AGREEMENT, effective as of June 2, 2009 by and between ADVISORSHARES INVESTMENTS, LLC (the “Adviser”) and ADVISORSHARES TRUST (the “Trust”) (the “Agreement”), on behalf of each series of the Trust set forth in Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • September 2nd, 2009 • AdvisorShares Trust

EXPENSE LIMITATION AGREEMENT, effective as of June 2, 2009 by and between ADVISORSHARES INVESTMENTS, LLC (the “Adviser”) and H.S. DENT INVESTMENT MANAGEMENT, LLC (the “Sub-Adviser”) (the “Agreement”).

ADVISORSHARES TRUST FORM OF AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • September 2nd, 2009 • AdvisorShares Trust • Delaware

This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and the party signing below designated as the Participant (the “Participant”) and is subject to acceptance by The Bank of New York Mellon (the “Transfer Agent”). The Transfer Agent serves as the transfer agent for one or more series (each a “Fund”) of the AdvisorShares Trust (the “Trust”), as set forth on Annex I to this Agreement and is an Index Receipt Agent as the term is defined in the rules of the National Securities Clearing Corporation (“NSCC”). The Distributor serves as the principal underwriter of each Fund, acting on an agency basis in connection with the sale and distribution of each Fund’s shares of beneficial interest (“shares”). The Distributor, the Transfer Agent and the Participant acknowledge and agree that the Trust, for itself and each Fund, shall be a third party beneficiary of this Agreement, and shall receive the benefits contempla

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