ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT dated as of September 1, 2003, between
Nashville Capital Corporation, a Tennessee corporation (the "Manager"), and
Northstar Capital Management, Inc., a Florida corporation (the "Adviser").
W I T N E S E T H:
WHEREAS, the Manager acts as the investment manager to AmeriPrime Advisors
Trust, an Ohio business trust (the "Trust"), pursuant to a Management Agreement,
dated August 29, 2003 (the "Management Agreement");
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Manager desires to retain the Adviser to render investment
Advisory services to the funds of the Trust set forth on the Exhibits to this
Agreement (the "Funds"), and the Adviser is willing to render such services.
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the parties hereto agree as follows:
Section 1. Appointment and Status of Adviser. The Manager hereby appoints
the Adviser to act as its agent to provide investment advisory service to each
class of shares of beneficial interest of the Trust set forth on an executed
Exhibit to this Agreement (each a "Fund"), for the period and on the terms set
forth in this Agreement. The Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
Although the Adviser shall be an agent of the Manager, the Adviser shall for all
purposes herein be deemed to be an independent contractor of the Manager and the
Trust and shall, unless otherwise expressly provided herein or authorized by the
Manager or the Board of Trustees of the Trust from time to time, have no
authority to act for or represent the Manager or the Trust in any way or
otherwise be deemed an agent of the Trust.
Section 2. Adviser's Duties. Subject to the general supervision of the
Trust's Board of Trustees (the "Board") and the Manager, the Adviser shall,
employing its discretion, manage the investment operations of each Fund and the
composition of the portfolio of securities and investments (including cash)
belonging to each Fund, including the purchase, retention and disposition
thereof and the execution of agreements relating thereto, in accordance with the
Fund's investment objective, policies and restrictions as stated in the Trust's
then-current Prospectus and Statement of Additional Information (together, the
"Prospectus") and subject to the following understandings:
(a) The Adviser shall furnish a continuous investment program for each Fund
and determine from time to time what investments or securities will be
purchased, retained or sold by each Fund and what portion of the assets
belonging to each Fund will be invested or held uninvested as cash;
(b) The Adviser shall use its best judgment in the performance of its
duties under this Agreement;
(c) The Adviser, in the performance of its duties and obligations under
this Agreement, shall act in conformity with the Trust's Declaration of Trust,
its By-Laws and its Prospectus and with the instructions and directions of the
Trust's Board of Trustees and the Manager and will conform to and comply with
the requirements of the 1940 Act and all other applicable federal and state laws
and regulations;
(d) The Adviser shall determine the securities to be purchased or sold by
each Fund and as agent for the Trust will effect portfolio transactions pursuant
to its determinations either directly with the issuer or with any broker and/or
dealer in such securities, subject to Section 3 below;
(e) The Adviser shall maintain books and records with respect to the
securities transactions of each Fund and shall render to the Manager and the
Trust's Board of Trustees such periodic and special reports as the Manager or
the Board may request; and
(f) The Adviser shall provide the Trust's custodian with such information
relating to the Trust as may be required under the terms of the then-current
custody agreement between the Trust and the custodian.
Section 3. Brokerage. In connection with purchases or sales of portfolio
securities for the account of a Fund, the Adviser 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. The Adviser 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, the Adviser
will at all times seek for each 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.
The Adviser should generally seek favorable prices and commission rates
that are reasonable in relation to the benefits received. In seeking best
qualitative execution, the Adviser is authorized to select brokers or dealers
who also provide brokerage and research services to the Funds and/or the other
accounts over which it exercises investment discretion. The Adviser is
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 the Adviser determines 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 the
Adviser's overall responsibilities with respect to the Funds and to accounts
over which the Adviser exercises investment discretion. The Funds and the
Adviser understand and acknowledge that, although the information may be useful
to the Funds and the Adviser, it is not possible to place a dollar value on such
information. The Board shall periodically review the commissions paid by the
Funds to determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits to the Funds.
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, the Adviser may give consideration to sales of shares of the
Funds 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, the
Adviser, any of its affiliates or any affiliates of its affiliates may retain
compensation in connection with effecting the Funds' portfolio transactions,
including transactions effected through others. If any occasion should arise in
which the Adviser gives any advice to clients of the Adviser concerning the
shares of any Fund, the Adviser will act solely as investment counsel for such
client and not in any way on behalf of the Fund. The Adviser's services to the
Funds pursuant to this Agreement are not to be deemed to be exclusive and it is
understood that the Adviser may render investment advice, management and other
services to others, including other registered investment companies.
Section 4. Books and Records. The Adviser shall keep the Trust's books and
records required to be maintained by it pursuant to Section 2(e) of this
Agreement. The Adviser agrees that all records that it maintains for the Trust
are the property of the Trust and it will promptly surrender any of such records
to the Trust upon the Trust's request. The Adviser further agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as
are required to be maintained by the Adviser with respect to the Trust by Rule
31a-1 under the 1940 Act.
Section 5. Expenses of the Adviser. During the term of this Agreement, the
Adviser will pay all expenses (including without limitation the compensation of
all trustees or officers of the Trust who are "interested persons" of the
Adviser, as defined in the 0000 Xxx) incurred by it in connection with its
activities under this Agreement other than the cost of securities and
investments purchased for each Fund (including taxes and brokerage commissions,
if any).
Section 6. Compensation of the Adviser. For the services provided and the
expenses borne pursuant to this Agreement, the Manager will pay to the Adviser
as full compensation therefore a fee with respect to each Fund at an annual rate
as set forth on the Exhibit executed with respect to such Fund and attached
hereto. This fee for each month will be paid to the Adviser during the
succeeding month. For purposes of determining the fee payable hereunder, the net
asset value of each Fund shall be calculated in the manner specified in the
Trust's Prospectus.
Section 7. Use of Name. The Trust, Manager and Adviser acknowledge that all
rights to the name "Monteagle" belong to the Manager, 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 the Manager ceases to be the Manager, 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 Manager may also withdraw
the right to the name during the term of the Management Agreement upon ninety
(90) days' written notice by the Manager to the Trust. Nothing contained herein
shall impair or diminish in any respect the Manager's right to use the name
"Monteagle" in the name of, or in connection with, any other business
enterprises with which the Manager is or may become associated. There is no
charge to the Trust for the right to use these names.
Section 8. Liability of the Adviser. Neither Adviser nor its shareholders,
members, officers, directors, employees, agents, control persons or affiliates
of any thereof, shall be liable for any error of judgment or mistake of law or
for any loss suffered by any Fund in connection with the matters to which this
Agreement relates except a loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services (in which case any award of
damages shall be limited to the period and the amount set forth in Section
36(b)(3) of the 0000 Xxx) or a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement.
Any person, even though also a director, officer, employee, shareholder,
member or agent of Adviser, 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 Adviser's duties hereunder), to be rendering such services to or
acting solely for the Trust and not as a director, officer, employee,
shareholder, member or agent of Adviser, or one under Adviser's control or
direction, even though paid by Adviser.
Section 9. Duration and Termination. The term of this Agreement shall begin
on the date of this Agreement for each Fund that has executed an Exhibit hereto
on the date of this Agreement and shall continue in effect with respect to each
such Fund (and any subsequent Funds added pursuant to an Exhibit executed during
the initial two-year term of this Agreement) for a period of two years from the
date of its execution. This Agreement shall continue in effect from year to year
thereafter, subject to termination as hereinafter provided, if such continuance
is approved at least annually by (a) a majority of the outstanding voting
securities (as defined in the 0000 Xxx) of such Fund or by vote of the Trust's
Board of Trustees, cast in person at a meeting called for the purpose of voting
on such approval, and (b) by vote of a majority of the Trustees of the Trust who
are not parties to this Agreement or "interested persons" (as defined in the
0000 Xxx) of any party to this Agreement, cast in person at a meeting called for
the purpose of voting on such approval. If a Fund is added pursuant to an
Exhibit executed after the date of this Agreement as described above, this
Agreement shall become effective with respect to that Fund upon execution of the
applicable Exhibit and shall continue in effect until the next annual
continuance of this Agreement and from year to year thereafter, subject to
approval as described above. This Agreement may be terminated by the Manager or
the Trust with respect to any Fund at any time, without the payment of any
penalty, by the Manager with the consent of the Trust's Board of Trustees, by
the Trust's Board of Trustees, or by vote of a majority of the outstanding
voting securities (as defined in the 0000 Xxx) of such Fund, in any such case on
30 days' written notice to the Adviser, or by the Adviser at any time, without
the payment of any penalty, on 90 days' written notice to the Manager. This
Agreement will automatically and immediately terminate in the event of its
assignment (as defined in the 1940 Act).
Section 10. Amendment. This Agreement may be amended by mutual consent of
the Manager, the Adviser and the Trust, but the consent of the Trust must be
approved (a) by vote of a majority of those Trustees of the Trust who are not
parties to this Agreement or "interested persons" (as defined in the 0000 Xxx)
of any such party, cast in person at a meeting called for the purpose of voting
on such amendment, and (b) if required under then current interpretations of the
1940 Act by the Securities and Exchange Commission, by vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of each Fund affected
by such amendment.
Section 11. Notices. Notices of any kind to be given in writing and shall
be duly given if mailed or delivered to the Adviser at 0000 XXX Xxxxxxxxx, Xxxxx
000, Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000, and to the Manager at 000 00xx Xxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000, or at such other address or to such other
individual as shall be specified by the party to be given notice.
Section 12. Governing Law. (a) This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio, without regard to
the conflicts of laws principles thereof, and (b) 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 rules, regulations or orders of the Securities and Exchange
Commission issued pursuant to said 1940 Act. In addition, where the effect of a
requirement of the Act, reflected in any provision of this Agreement is revised
by rule, regulation or order of the Securities and Exchange Commission, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order.
Section 13. 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.
Section 14. 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.
Section 15. 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.
Section 16. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereto for otherwise affect their construction or effect.
Section 17. Change of Control. Adviser undertakes to notify Manager and the
Trust in writing sufficiently in advance of any change of control, as defined in
Section 2(a)(9) of the 1940 Act, as will enable the Trust to consider whether an
assignment, as defined in Section 2(a)(4) of the 1940 Act, would occur.
Section 18. Other Business. Except as set forth above, nothing in this
Agreement shall limit or restrict the right of any of the Adviser's partners,
officers or employees who may also be a trustee, officer, partner or employee of
the Trust to engage in any other business or to devote his or her time and
attention in part to the management or other aspects of any business, whether of
a similar or a dissimilar nature, nor limit or restrict the Adviser's right to
engage in any other business or to render services of any kind to any other
corporation, firm, individual or association.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date and year first above
written.
MANAGER: ADVISER:
NASHVILLE CAPITAL CORPORATION NORTHSTAR CAPITAL MANAGEMENT, INC.
By: /s/ By: /s/
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Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
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Title: President Title: Vice President
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Exhibit
To
Investment Advisory Agreement
AmeriPrime Advisors Trust
For all services rendered by the Adviser hereunder with respect to the
above-named Fund, the Manager shall pay to the Adviser, and the Adviser agrees
to accept as full compensation for all services rendered hereunder, an annual
fee with respect to each Fund equal to the percentage of the average daily net
assets of the Fund set forth opposite its named below:
Fund Fee Percentage
Monteagle Large Cap Fund 0.50%
IN WITNESS WHEREOF, the parties hereto have caused this Exhibit to be
executed by their officers designated below as of the date set forth below.
MANAGER: ADVISER:
NASHVILLE CAPITAL CORPORATION NORTHSTAR CAPITAL MANAGEMENT, INC.
By: /s/ By: /s/
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Name: Xxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
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Title: President Title: Vice President
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448161.1
