MANAGEMENT AGREEMENT
TO: Nashville Capital Corporation
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Dear Sirs:
AmeriPrime Advisors Trust, an Ohio business 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 Growth 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 Management
Agreement (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 of
Trustees of the Trust 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 of Trustees 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 Investment Company Act of 1940, as amended (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 of
Trustees 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 trustees, officers and 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; 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 1940 Act); 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 that 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 following annual rates:
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Assets Fees
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Up to and including $25 million 1.35%
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From $25 million up to and including $50 million 1.25%
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From $50 million up to and including $100 million 1.10%
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Over $100 million 1.00%
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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 retained pursuant to Paragraph 1 above) 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 retained pursuant to Paragraph 1 above), 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 manager 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 Advisers 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
Advisers Trust, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and your
address for this purpose shall be Nashville Capital Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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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,
AmeriPrime Advisors Trust
ATTEST:
By: ___________/s/___________ By: _____________/s/_______________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Assistant Secretary
Dated: August 29, 2003
ACCEPTANCE:
The foregoing Agreement is hereby
accepted.
ATTEST: Nashville Capital Corporation
By: __________/s/_____________ By: ____________/s/________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Dated: August 29, 2003