Exhibit 99B.H.iii
TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this ___ day of _____, 20__,
by and between Advisors Series Trust, a Delaware business trust (the
"Trust") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability
company ("USBFS").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company,
and is authorized to issue shares of beneficial interest in separate
series, with each such series representing interests in a separate
portfolio of securities and other assets;
WHEREAS, USBFS is, among other things, in the business of administering
transfer and dividend disbursing agent functions for the benefit of its
customers; and
WHEREAS, the Trust desires to retain USBFS to provide transfer and dividend
disbursing agent services to each series of the Trust listed on Exhibit A
hereto (as amended from time to time) (each a "Fund", collectively the
"Funds").
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:
1. Appointment of USBFS as Transfer Agent
The Trust hereby appoints USBFS as transfer agent of the Trust on the terms
and conditions set forth in this Agreement, and USBFS hereby accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement.
2. Services and Duties of USBFS
USBFS shall perform all of the customary services of a transfer agent and
dividend disbursing agent for the Funds, and as relevant, agent in
connection with accumulation, open account or similar plans (including
without limitation any periodic investment plan or periodic withdrawal
program), including but not limited to:
A. Receive orders for the purchase of shares.
B. Process purchase orders with prompt delivery, where appropriate, of payment
and supporting documentation to the Trust's custodian, and issue the appropriate
number of uncertificated shares with such uncertificated shares being held in
the appropriate shareholder account.
C. Arrange for issuance of shares obtained through transfers of funds from
Fund shareholders' accounts at financial institutions and arrange for the
exchange of shares for shares of other eligible investment companies, when
permitted by the Fund's current prospectus ("Prospectus").
D. Process redemption requests received in good order and, where relevant,
deliver appropriate documentation to the Trust's custodian.
E. Pay monies upon receipt from the Trust's custodian, where relevant, in
accordance with the instructions of redeeming shareholders.
F. Process transfers of shares in accordance with the shareholder's
instructions.
G. Process exchanges between Funds and/or classes of shares of Funds both
within the same family of funds and with a First American Money Market Fund, if
applicable.
H. Prepare and transmit payments for dividends and distributions declared by
the Trust with respect to the Fund, after deducting any amount required to be
withheld by any applicable laws, rules and regulations and in accordance with
shareholder instructions.
I. Make changes to shareholder records, including, but not limited to, address
changes in plans (e.g., systematic withdrawal, automatic investment, dividend
reinvestment).
J. Record the issuance of shares of the Fund and maintain, pursuant to Rule
17Ad-10(e) promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), a record of the total number of shares of the Fund which
are authorized, issued and outstanding.
K. Prepare shareholder meeting lists and, if applicable, mail, receive and
tabulate proxies.
L. Mail shareholder reports and Prospectuses to current shareholders.
M. Prepare and file U.S. Treasury Department Forms 1099 and other appropriate
information returns required with respect to dividends and distributions for all
shareholders.
N. Provide shareholder account information upon request and prepare and mail
confirmations and statements of account to shareholders for all purchases,
redemptions and other confirmable transactions as agreed upon with the Trust.
O. Mail requests for shareholders' certifications under penalties of perjury
and pay on a timely basis to the appropriate federal authorities any taxes to be
withheld on dividends and distributions paid by the Trust, all as required by
applicable federal tax laws and regulations.
P. Provide a Blue Sky system that will enable the Trust to monitor the total
number of shares of the Fund sold in each state. In addition, the Trust or its
agent, including USBFS, shall identify to USBFS in writing those transactions
and assets to be treated as exempt from the Blue Sky reporting for each state.
The responsibility of USBFS for the Trust's Blue Sky state registration status
is solely limited to the initial compliance by the Trust and the reporting of
such transactions to the Trust or its agent.
Q. Answer correspondence from shareholders, securities brokers and others
relating to USBFS's duties hereunder and such other correspondence as may from
time to time be mutually agreed upon between USBFS and the Trust.
R. Reimburse the Fund each month for all material losses resulting from "as
of" processing errors for which USBFS is responsible in accordance with the "as
of" processing guidelines set forth on Exhibit C hereto.
1. Compensation
USBFS shall be compensated for providing the services set forth in this
Agreement in accordance with the fee schedule set forth on Exhibit B hereto (as
amended from time to time). The Trust shall pay all fees and reimbursable
expenses within thirty (30) calendar days following receipt of the billing
notice, except for any fee or expense subject to a good faith dispute. The
Trust shall notify USBFS in writing within thirty (30) calendar days following
receipt of each invoice if the Trust is disputing any amounts in good faith.
The Trust shall settle such disputed amounts within ten (10) calendar days of
the day on which the parties agree to the amount to be paid. With the exception
of any fee or expense the Trust is disputing in good faith as set forth above,
unpaid invoices shall accrue a finance charge of one and one-half percent
(1 1/2%) per month, after the due date. Notwithstanding anything to the
contrary, amounts owed by the Trust to USBFS shall only be paid out of assets
and property of the particular Fund involved.
4. Indemnification; Limitation of Liability
A. USBFS shall exercise reasonable care in the performance of its duties under
this Agreement. USBFS shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust in connection with matters to which
this Agreement relates, including losses resulting from mechanical breakdowns or
the failure of communication or power supplies beyond USBFS's control, except a
loss arising out of or relating to USBFS's refusal or failure to comply with the
terms of this Agreement or from bad faith, negligence, or willful misconduct on
its part in the performance of its duties under this Agreement. Notwithstanding
any other provision of this Agreement, if USBFS has exercised reasonable care in
the performance of its duties under this Agreement, the Trust shall indemnify
and hold harmless USBFS from and against any and all claims, demands, losses,
expenses, and liabilities of any and every nature (including reasonable
attorneys' fees) which USBFS may sustain or incur or which may be asserted
against USBFS by any person arising out of any action taken or omitted to be
taken by it in performing the services hereunder, except for any and all claims,
demands, losses, expenses, and liabilities arising out of or relating to USBFS's
refusal or failure to comply with the terms of this Agreement or from bad faith,
negligence or from willful misconduct on its part in performance of its duties
under this Agreement, (i) in accordance with the foregoing standards, or (ii) in
reliance upon any written or oral instruction provided to USBFS by any duly
authorized officer of the Trust, such duly authorized officer to be included in
a list of authorized officers furnished to USBFS and as amended from time to
time in writing by resolution of the Board of Trustees of the Trust (the "Board
of Trustees" or "Trustees").
USBFS shall indemnify and hold the Trust harmless from and against any and
all claims, demands, losses, expenses, and liabilities of any and every
nature (including reasonable attorneys' fees) that the Trust may sustain or
incur or that may be asserted against the Trust by any person arising out
of any action taken or omitted to be taken by USBFS as a result of USBFS's
refusal or failure to comply with the terms of this Agreement, its bad
faith, negligence, or willful misconduct.
In the event of a mechanical breakdown or failure of communication or power
supplies beyond its control, USBFS shall take all reasonable steps to
minimize service interruptions for any period that such interruption
continues beyond USBFS's control. USBFS will make every reasonable effort
to restore any lost or damaged data and correct any errors resulting from
such a breakdown at the expense of USBFS. USBFS agrees that it shall, at
all times, have reasonable contingency plans with appropriate parties,
making reasonable provision for emergency use of electrical data processing
equipment to the extent appropriate equipment is available.
Representatives of the Trust shall be entitled to inspect USBFS's premises
and operating capabilities at any time during regular business hours of
USBFS, upon reasonable notice to USBFS.
Notwithstanding the above, USBFS reserves the right to reprocess and
correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section
shall apply, it is understood that if in any case the indemnitor may be asked to
indemnify or hold the indemnitee harmless, the indemnitor shall be fully and
promptly advised of all pertinent facts concerning the situation in question,
and it is further understood that the indemnitee will use all reasonable care to
notify the indemnitor promptly concerning any situation that presents or appears
likely to present the probability of a claim for indemnification. The
indemnitor shall have the option to defend the indemnitee against any claim that
may be the subject of this indemnification. In the event that the indemnitor so
elects, it will so notify the indemnitee and thereupon the indemnitor shall take
over complete defense of the claim, and the indemnitee shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this section. The indemnitee shall in no case confess any
claim or make any compromise in any case in which the indemnitor will be asked
to indemnify the indemnitee except with the indemnitor's prior written consent.
5. Proprietary and Confidential Information
USBFS agrees on behalf of itself and its directors, officers, and employees
to treat confidentially and as proprietary information of the Trust all
records and other information relative to the Trust and prior, present, or
potential shareholders (and clients of said shareholders) and not to use
such records and information for any purpose other than the performance of
its responsibilities and duties hereunder, except after prior notification
to and approval in writing by the Trust, which approval shall not be
unreasonably withheld and may not be withheld where USBFS may be exposed to
civil or criminal contempt proceedings for failure to comply after being
requested to divulge such information by duly constituted authorities, or
when so requested by the Trust.
Further, USBFS will adhere to the privacy policies adopted by the Trust pursuant
to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time
(the "Act"). Notwithstanding the foregoing, USBFS will not share any nonpublic
personal information concerning any of the Trust's shareholders with any third
party unless specifically directed by the Trust or allowed under one of the
exceptions noted under the Act.
6. Term of Agreement; Amendment
This Agreement shall become effective as of the date first written above
and will continue in effect for a period of three years. Subsequent to the
initial three-year term, this Agreement may be terminated by either party
upon giving ninety (90) days prior written notice to the other party or
such shorter period as is mutually agreed upon by the parties. However,
this Agreement may be amended by mutual written consent of the parties.
7. Records
USBFS shall keep records relating to the services to be performed hereunder
in the form and manner, and for such period, as it may deem advisable and
is agreeable to the Trust, but not inconsistent with the rules and
regulations of appropriate government authorities, in particular, Section
31 of the 1940 Act and the rules thereunder. USBFS agrees that all such
records prepared or maintained by USBFS relating to the services to be
performed by USBFS hereunder are the property of the Trust and will be
preserved, maintained, and made available in accordance with such
applicable sections and rules of the 1940 Act and will be promptly
surrendered to the Trust on and in accordance with its request.
8. Governing Law
This Agreement shall be construed in accordance with the laws of the State
of Wisconsin, without regard to conflicts of law principles. To the extent
that the applicable laws of the State of Wisconsin, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act,
the latter shall control, and nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the Securities and
Exchange Commission thereunder.
9. Duties in the Event of Termination
In the event that, in connection with termination, a successor to any of
USBFS's duties or responsibilities hereunder is designated by the Trust by
written notice to USBFS, USBFS will promptly, upon such termination and at
the expense of the Trust, transfer to such successor all relevant books,
records, correspondence, and other data established or maintained by USBFS
under this Agreement in a form reasonably acceptable to the Trust (if such
form differs from the form in which USBFS has maintained, the Trust shall
pay any expenses associated with transferring the data to such form), and
will cooperate in the transfer of such duties and responsibilities,
including provision for assistance from USBFS's personnel in the
establishment of books, records, and other data by such successor.
10. Data Necessary to Perform Services
The Trust or its agent, which may be USBFS, shall furnish to USBFS the data
necessary to perform the services described herein at such times and in such
form as mutually agreed upon. If USBFS is also acting in another capacity for
the Trust, nothing herein shall be deemed to relieve USBFS of any of its
obligations in such capacity.
11. Assignment
This Agreement may not be assigned by either party without the prior written
consent of the other party.
12. Notices
Any notice required or permitted to be given by either party to the other shall
be in writing and shall be deemed to have been given on the date delivered
personally or by courier service, or three (3) days after sent by registered or
certified mail, postage prepaid, return receipt requested, or on the date sent
and confirmed received by facsimile transmission to the other party's address
set forth below:
Notice to USBFS shall be sent to:
U.S. Bancorp Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
and notice to the Trust shall be sent to:
____________________________________
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by a duly authorized officer on one or more counterparts as of the date first
above written.
ADVISORS SERIES TRUST U.S. BANCORP FUND SERVICES, LLC
By: ______________________________ By: ________________________________
Title: __________________________ Title: ______________________________
Exhibit A
to the
Transfer Agent Servicing Agreement
Fund Names
Separate Series of Advisors Series Trust
Name of SeriesDate Added
Exhibit B
to the
Transfer Agent Servicing Agreement
Fee Schedule
Exhibit C
to the
Transfer Agent Servicing Agreement
As Of Processing Policy
USBFS will reimburse each Fund for any net material loss that may exist on
the Fund's books and for which USBFS is responsible, at the end of each
calendar month. "Net Material Loss" shall be defined as any remaining
loss, after netting losses against any gains, which impacts a Fund's net
asset value per share by more than 1/2 cent. Gains and losses will be
reflected on the Fund's daily share sheet, and the Fund will be reimbursed
for any net material loss on a monthly basis. USBFS will reset the as of
ledger each calendar month so that any losses which do not exceed the
materiality threshold of 1/2 cent will not be carried forward to the next
succeeding month. USBFS will notify the advisor to the Fund on the daily
share sheet of any losses for which the advisor may be held accountable.
