ADVISORS SERIES TRUST INVESTMENT ADVISORY AGREEMENT Rigel U.S. Equity Large Cap Growth Fund
Rigel
U.S. Equity Large Cap Growth Fund
THIS
INVESTMENT ADVISORY AGREEMENT
is made as of the ____ day of ___________, 2006, by and between Advisors Series
Trust, a Delaware business trust (hereinafter called the "Trust"), on behalf
of
the following series of the Trust, Rigel U.S. Equity Large Cap Growth Fund
(the
"Fund") and Rigel Capital, LLC, a ____________________ limited liability company
(hereinafter called the "Advisor").
WITNESSETH:
WHEREAS,
the Trust is an open-end management investment company, registered as such
under
the Investment Company Act of 1940 (the "Investment Company Act"); and
WHEREAS,
the Fund is a series of the Trust having separate assets and liabilities; and
WHEREAS,
the Advisor is registered as an investment adviser under the Investment Advisers
Act of 1940 (the "Advisers Act") (or is exempt from registration) and is engaged
in the business of supplying investment advice as an independent contractor;
and
WHEREAS,
the Trust desires to retain the Advisor to render advice and services to the
Fund pursuant to the terms and provisions of this Agreement, and the Advisor
desires to furnish said advice and services;
NOW,
THEREFORE,
in consideration of the covenants and the mutual promises hereinafter set forth,
the parties to this Agreement, intending to be legally bound hereby, mutually
agree as follows:
1.
APPOINTMENT OF ADVISOR.
The Trust hereby employs the Advisor and the Advisor hereby accepts such
employment, to render investment advice and related services with respect to
the
assets of the Fund for the period and on the terms set forth in this Agreement,
subject to the supervision and direction of the Trust's Board of Trustees.
2.
DUTIES OF ADVISOR.
(a)
General Duties. The Advisor shall act as investment adviser to the Fund and
shall supervise investments of the Fund on behalf of the Fund in accordance
with
the investment objectives, policies and restrictions of the Fund as set forth
in
the Fund's and Trust's governing documents, including, without limitation,
the
Trust's Agreement and Declaration of Trust and By-Laws; the Fund's prospectus,
statement of additional information and undertakings; and such other
limitations, policies and procedures as the Trustees may impose from time to
time in writing to the Advisor. In providing such services, the Advisor shall
at
all times adhere to the provisions and restrictions contained in the federal
securities laws, applicable state securities laws, the Internal Revenue Code,
the Uniform Commercial Code and other applicable law.
Without
limiting the generality of the foregoing, the Advisor shall: (i) furnish the
Fund with advice and recommendations with respect to the investment of the
Fund's assets and the purchase and sale of portfolio securities for the Fund,
including the taking of such steps as may be necessary to implement such advice
and recommendations (i.e., placing the orders); (ii) manage and oversee the
investments of the Fund, subject to the ultimate supervision and direction
of
the Trust's Board of Trustees; (iii) vote proxies for the Fund, file ownership
reports under Section 13 of the Securities Exchange Act of 1934 for the Fund,
and take other actions on behalf of the Fund; (iv) maintain the books and
records required to be maintained by the Fund except to the extent arrangements
have been made for such books and records to be maintained by the administrator
or another agent of the Fund; (v) furnish reports, statements and other data
on
securities, economic conditions and other matters related to the investment
of
the Fund's assets which the Fund's administrator or distributor or the officers
of the Trust may reasonably request; and (vi) render to the Trust's Board of
Trustees such periodic and special reports with respect to each Fund's
investment activities as the Board may reasonably request, including at least
one in-person appearance annually before the Board of Trustees.
(b)
Brokerage. The Advisor shall be responsible for decisions to buy and sell
securities for the Fund, for broker-dealer selection, and for negotiation of
brokerage commission rates, provided that the Advisor shall not direct order
to
an affiliated person of the Advisor without general prior authorization to
use
such affiliated broker or dealer for the Trust's Board of Trustees. The
Advisor's primary consideration in effecting a securities transaction will
be
execution at the most favorable price. In selecting a broker-dealer to execute
each particular transaction, the Advisor may take the following into
consideration: the best net price available; the reliability, integrity and
financial condition of the broker-dealer; the size of and difficulty in
executing the order; and the value of the expected contribution of the
broker-dealer to the investment performance of the Fund on a continuing basis.
The price to the Fund in any transaction may be less favorable than that
available from another broker-dealer if the difference is reasonably justified
by other aspects of the portfolio execution services offered.
Subject
to such policies as the Board of Trustees of the Trust may determine, the
Advisor shall not be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of its having
caused the Fund to pay a broker or dealer that provides (directly or indirectly)
brokerage or research services to the Advisor an amount of commission for
effecting a portfolio transaction in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction, if the
Advisor determines in good faith that such amount of commission was reasonable
in relation to the value of the brokerage and research services provided by
such
broker or dealer, viewed in terms of either that particular transaction or
the
Advisor's overall responsibilities with respect to the Trust. The Advisor is
further authorized to allocate the orders placed by it on behalf of the Fund
to
such brokers or dealers who also provide research or statistical material,
or
other services, to the Trust, the Advisor, or any affiliate of either. Such
allocation shall be in such amounts and proportions as the Advisor shall
determine, and the Advisor shall report on such allocations regularly to the
Trust, indicating the broker-dealers to whom such allocations have been made
and
the basis therefor. The Advisor is also authorized to consider sales of shares
as a factor in the selection of brokers or dealers to execute portfolio
transactions, subject to the requirements of best execution, I.E., that such
brokers or dealers are able to execute the order promptly and at the best
obtainable securities price.
On
occasions when the Advisor deems the purchase or sale of a security to be in
the
best interest of the Fund as well as of other clients, the Advisor, to the
extent permitted by applicable laws and regulations, may aggregate the
securities to be so purchased or sold in order to obtain the most favorable
price or lower brokerage commissions and the most efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Advisor in the manner
it considers to be the most equitable and consistent with its fiduciary
obligations to the Fund and to such other clients.
3.
REPRESENTATIONS OF THE ADVISOR.
(a)
The Advisor shall use its best judgment and efforts in rendering the advice
and
services to the Fund as contemplated by this Agreement.
(b)
The Advisor shall maintain all licenses and registrations necessary to perform
its duties hereunder in good order.
(c)
The Advisor shall conduct its operations at all times in conformance with the
Advisers Act, the Investment Company Act, and any other applicable state and/or
self-regulatory organization regulations.
(d)
The Advisor shall maintain errors and omissions insurance in an amount at least
equal to that disclosed to the Board of Trustees in connection with their
approval of this Agreement.
4.
INDEPENDENT CONTRACTOR.
The Advisor shall, for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and authorized to
do
so, have no authority to act for or represent the Trust or the Fund in any
way,
or in any way be deemed an agent for the Trust or for the Fund. It is expressly
understood and agreed that the services to be rendered by the Advisor to the
Fund under the provisions of this Agreement are not to be deemed exclusive,
and
the Advisor shall be free to render similar or different services to others
so
long as its ability to render the services provided for in this Agreement shall
not be impaired thereby.
5.
ADVISOR'S PERSONNEL.
The Advisor shall, at its own expense, maintain such staff and employ or retain
such personnel and consult with such other persons as it shall from time to
time
determine to be necessary to the performance of its obligations under this
Agreement. Without limiting the generality of the foregoing, the staff and
personnel of the Advisor shall be deemed to include persons employed or retained
by the Advisor to furnish statistical information, research, and other factual
information, advice regarding economic factors and trends, information with
respect to technical and scientific developments, and such other information,
advice and assistance as the Advisor or the Trust's Board of Trustees may desire
and reasonably request.
6.
EXPENSES.
(a)
With respect to the operation of the Fund, the Advisor shall be responsible
for
(i) providing the personnel, office space and equipment reasonably necessary
for
the operation of the Fund, (ii) the expenses of printing and distributing extra
copies of the Fund's prospectus, statement of additional information, and sales
and advertising materials (but not the legal, auditing or accounting fees
attendant thereto) to prospective investors (but not to existing shareholders),
and (iii) the costs of any special Board of Trustees meetings or shareholder
meetings convened for the primary benefit of the Advisor. If the Advisor has
agreed to limit the operating expenses of the Fund, the Advisor shall also
be
responsible on a monthly basis for any operating expenses that exceed the agreed
upon expense limit.
(b)
The Fund is responsible for and has assumed the obligation for payment of all
of
its expenses, other than as stated in Subparagraph 6(a) above, including but
not
limited to: fees and expenses incurred in connection with the issuance,
registration and transfer of its shares; brokerage and commission expenses;
all
expenses of transfer, receipt, safekeeping, servicing and accounting for the
cash, securities and other property of the Trust for the benefit of the Fund
including all fees and expenses of its custodian, shareholder services agent
and
accounting services agent; interest charges on any borrowings; costs and
expenses of pricing and calculating its daily net asset value and of maintaining
its books of account required under the Investment Company Act; taxes, if any;
a
pro rata portion of expenditures in connection with meetings of the Fund's
shareholders and the Trust's Board of Trustees that are properly payable by
the
Fund; salaries and expenses of officers and fees and expenses of members of
the
Trust's Board of Trustees or members of any advisory board or committee who
are
not members of, affiliated with or interested persons of the Advisor; insurance
premiums on property or personnel of each Fund which inure to its benefit,
including liability and fidelity bond insurance; the cost of preparing and
printing reports, proxy statements, prospectuses and statements of additional
information of the Fund or other communications for distribution to existing
shareholders; legal, auditing and accounting fees; trade association dues;
fees
and expenses (including legal fees) of registering and maintaining registration
of its shares for sale under federal and applicable state and foreign securities
laws; all expenses of maintaining and servicing shareholder accounts, including
all charges for transfer, shareholder recordkeeping, dividend disbursing,
redemption, and other agents for the benefit of the Fund, if any; and all other
charges and costs of its operation plus any extraordinary and non-recurring
expenses, except as herein otherwise prescribed.
(c)
The Advisor may voluntarily absorb certain Fund expenses or waive the Advisor's
own advisory fee.
(d)
To the extent the Advisor incurs any costs by assuming expenses which are an
obligation of the Fund as set forth herein, the Fund shall promptly reimburse
the Advisor for such costs and expenses, except to the extent the Advisor has
otherwise agreed to bear such expenses. To the extent the services for which
a
Fund is obligated to pay are performed by the Advisor, the Advisor shall be
entitled to recover from such Fund to the extent of the Advisor's actual costs
for providing such services. In determining the Advisor's actual costs, the
Advisor may take into account an allocated portion of the salaries and overhead
of personnel performing such services.
7.
INVESTMENT ADVISORY AND MANAGEMENT FEE.
(a)
The Fund shall pay to the Advisor, and the Advisor agrees to accept, as full
compensation for all investment management and advisory services furnished
or
provided to such Fund pursuant to this Agreement, an annual management fee
at
the rate set forth in Schedule A to this Agreement.
(b)
The management fee shall be accrued daily by the Fund and paid to the Advisor
on
the first business day of the succeeding month.
(c)
The initial fee under this Agreement shall be payable on the first business
day
of the first month following the effective date of this Agreement and shall
be
prorated as set forth below. If this Agreement is terminated prior to the end
of
any month, the fee to the Advisor shall be prorated for the portion of any
month
in which this Agreement is in effect which is not a complete month according
to
the proportion which the number of calendar days in the month during which
the
Agreement is in effect bears to the number of calendar days in the month, and
shall be payable within ten (10) days after the date of termination.
(d)
The fee payable to the Advisor under this Agreement will be reduced to the
extent of any receivable owed by the Advisor to the Fund and as required under
any expense limitation applicable to a Fund.
(e)
The Advisor voluntarily may reduce any portion of the compensation or
reimbursement of expenses due to it pursuant to this Agreement and may agree
to
make payments to limit the expenses which are the responsibility of a Fund
under
this Agreement. Any such reduction or payment shall be applicable only to such
specific reduction or payment and shall not constitute an agreement to reduce
any future compensation or reimbursement due to the Advisor hereunder or to
continue future payments. Any such reduction will be agreed to prior to accrual
of the related expense or fee and will be estimated daily and reconciled and
paid on a monthly basis.
(f)
Any such reductions made by the Advisor in its fees or payment of expenses
which
are the Fund's obligation are subject to reimbursement by the Fund to the
Advisor, if so requested by the Advisor, in subsequent fiscal years if the
aggregate amount actually paid by the Fund toward the operating expenses for
such fiscal year (taking into account the reimbursement) does not exceed the
applicable limitation on Fund expenses. Under the expense limitation agreement,
the Advisor may recoup reimbursements made in any fiscal year of the Fund over
the following three fiscal years. Any such reimbursement is also contingent
upon
Board of Trustees review and approval at time the reimbursement is made. Such
reimbursement may not be paid prior to the Fund's payment of current ordinary
operating expenses.
(g)
The Advisor may agree not to require payment of any portion of the compensation
or reimbursement of expenses otherwise due to it pursuant to this Agreement.
Any
such agreement shall be applicable only with respect to the specific items
covered thereby and shall not constitute an agreement not to require payment
of
any future compensation or reimbursement due to the Advisor hereunder.
8.
NO SHORTING; NO BORROWING.
The Advisor agrees that neither it nor any of its officers or employees shall
take any short position in the shares of the Fund. This prohibition shall not
prevent the purchase of such shares by any of the officers or employees of
the
Advisor or any trust, pension, profit-sharing or other benefit plan for such
persons or affiliates thereof, at a price not less than the net asset value
thereof at the time of purchase, as allowed pursuant to rules promulgated under
the Investment Company Act. The Advisor agrees that neither it nor any of its
officers or employees shall borrow from the Fund or pledge or use the Fund's
assets in connection with any borrowing not directly for the Fund's benefit.
For
this purpose, failure to pay any amount due and payable to the Fund for a period
of more than thirty (30) days shall constitute a borrowing.
9.
CONFLICTS WITH TRUST'S GOVERNING DOCUMENTS AND APPLICABLE
LAWS.
Nothing herein contained shall be deemed to require the Trust or the Fund to
take any action contrary to the Trust's Agreement and Declaration of Trust,
By-Laws, or any applicable statute or regulation, or to relieve or deprive
the
Board of Trustees of the Trust of its responsibility for and control of the
conduct of the affairs of the Trust and Fund. In this connection, the Advisor
acknowledges that the Trustees retain ultimate plenary authority over the Fund
and may take any and all actions necessary and reasonable to protect the
interests of shareholders.
10.
REPORTS AND ACCESS.
The Advisor agrees to supply such information to the Fund's administrator and
to
permit such compliance inspections by the Fund's administrator as shall be
reasonably necessary to permit the administrator to satisfy its obligations
and
respond to the reasonable requests of the Trustees.
11.
ADVISOR'S LIABILITIES AND INDEMNIFICATION.
(a)
The Advisor shall have responsibility for the accuracy and completeness (and
liability for the lack thereof) of the statements in the Fund's offering
materials (including the prospectus, the statement of additional information,
advertising and sales materials), except for information supplied by the
administrator or the Trust or another third party for inclusion therein.
(b)
The Advisor shall be liable to the Fund for any loss (including brokerage
charges) incurred by the Fund as a result of any improper investment made by
the
Advisor.
(c)
In the absence of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the obligations or duties hereunder on the part of the Advisor,
the
Advisor shall not be subject to liability to the Trust or the Fund or to any
shareholder of the Fund for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses that may be sustained
in
the purchase, holding or sale of any security by the Fund.
(d)
Each party to this Agreement shall indemnify and hold harmless the other party
and the shareholders, directors, officers and employees of the other party
(any
such person, an "Indemnified Party") against any loss, liability, claim, damage
or expense (including the reasonable cost of investigating and defending any
alleged loss, liability, claim, damage or expenses and reasonable counsel fees
incurred in connection therewith) arising out of the Indemnified Party's
performance or non-performance of any duties under this Agreement provided,
however, that nothing herein shall be deemed to protect any Indemnified Party
against any liability to which such Indemnified Party would otherwise be subject
by reason of willful misfeasance, bad faith or negligence in the performance
of
duties hereunder or by reason of reckless disregard of obligations and duties
under this Agreement.
(e)
No provision of this Agreement shall be construed to protect any Trustee or
officer of the Trust, or officer of the Advisor, from liability in violation
of
Sections 17(h) and (i) of the Investment Company Act.
12.
NON-EXCLUSIVITY; TRADING FOR ADVISOR'S OWN ACCOUNT.
The Trust's employment of the Advisor is not an exclusive arrangement. The
Trust
may from time to time employ other individuals or entities to furnish it with
the services provided for herein. Likewise, the Advisor may act as investment
adviser for any other person, and shall not in any way be limited or restricted
from buying, selling or trading any securities for its or their own accounts
or
the accounts of others for whom it or they may be acting, provided, however,
that the Advisor expressly represents that it will undertake no activities
which
will adversely affect the performance of its obligations to the Fund under
this
Agreement; and provided further that the Advisor will adhere to a code of ethics
governing employee trading and trading for proprietary accounts that conforms
to
the requirements of the Investment Company Act and the Advisers Act and has
been
approved by the Trust's Board of Trustees.
13.
TERM.
This
Agreement shall become effective at the time the Fund commences operations
pursuant to an effective amendment to the Trust's Registration Statement under
the Securities Act of 1933 and shall remain in effect for a period of two (2)
years, unless sooner terminated as hereinafter provided. This Agreement shall
continue in effect thereafter for additional periods not exceeding one (l)
year
so long as such continuation is approved for the Fund at least annually by
(i)
the Board of Trustees of the Trust or by the vote of a majority of the
outstanding voting securities of each Fund and (ii) the vote of a majority
of
the Trustees of the Trust who are not parties to this Agreement nor interested
persons thereof, cast in person at a meeting called for the purpose of voting
on
such approval. The terms "majority of the outstanding voting securities" and
"interested persons" shall have the meanings as set forth in the Investment
Company Act.
14.
RIGHT TO USE NAME
The
Advisor warrants that the Fund's name is not deceptive or misleading and that
the Advisor has rights to any distinctive name used by the Fund. The Fund
acknowledges that its use of any distinctive name is derivative of its
relationship with the Advisor. The Fund may use the name Rigel U.S. Equity
Large
Cap Growth Fund or any name derived from or using the name Rigel only for so
long as this Agreement or any extension, renewal or amendment hereof remains
in
effect. Within sixty (60) days from such time as this Agreement shall no longer
be in effect, the Fund shall cease to use such a name or any other name
connected with the Advisor.
15.
TERMINATION; NO ASSIGNMENT.
(a)
This Agreement may be terminated by the Trust on behalf of the Fund at any
time
without payment of any penalty, by the Board of Trustees of the Trust or by
vote
of a majority of the outstanding voting securities of a Fund, upon sixty (60)
days' written notice to the Advisor, and by the Advisor upon sixty (60) days'
written notice to the Fund. In the event of a termination, the Advisor shall
cooperate in the orderly transfer of the Fund's affairs and, at the request
of
the Board of Trustees, transfer any and all books and records of the Fund
maintained by the Advisor on behalf of the Fund.
(b)
This Agreement shall terminate automatically in the event of any transfer or
assignment thereof, as defined in the Investment Company Act.
16.
SEVERABILITY.
If any provision of this Agreement shall be held or made invalid by a court
decision, statute or rule, or shall be otherwise rendered invalid, the remainder
of this Agreement shall not be affected thereby.
17.
CAPTIONS.
The captions in this Agreement are included for convenience of reference only
and in no way define or limit any of the provisions hereof or otherwise affect
their construction or effect.
18.
GOVERNING LAW.
This Agreement shall be governed by, and construed in accordance with, the
laws
of the State of California without giving effect to the conflict of laws
principles thereof; provided that nothing herein shall be construed to preempt,
or to be inconsistent with, any federal law, regulation or rule, including
the
Investment Company Act and the Advisers Act and any rules and regulations
promulgated thereunder.
IN
WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their
duly
authorized officers, all on the day and year first above written.
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RIGEL
CAPITAL, LLC
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on
behalf of the
Rigel
U.S. Equity Large Cap Growth Fund
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By:
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/s/▇▇▇▇
▇. ▇▇▇▇▇▇▇
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By:
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/s/▇▇▇
▇. ▇▇▇
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Name:
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▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Name:
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▇▇▇
▇. ▇▇▇
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Title:
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President
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Title:
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President
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SCHEDULE
A
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Series
or Fund of Advisors Series Trust
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Annual
Fee rate
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Rigel
U.S. Equity Large Cap Growth Fund
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0.75%
of average net assets
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