AMENDMENT TO THE ADVISORS SERIES TRUST CUSTODY AGREEMENT
AMENDMENT
TO THE
CUSTODY
AGREEMENT
THIS AMENDMENT dated as of the
12th day of December, 2007, to the Custody Agreement, dated as of June 6, 2006,
as amended (the "Agreement"), is entered into by and between Advisors Series Trust, a
Delaware statutory trust (the "Trust") and U.S. Bank National Association,
a national banking association (the "Custodian").
RECITALS
WHEREAS, the parties have
entered into a Custody Agreement; and
WHEREAS, the parties desire to
amend the series of the Trust to add funds; and
WHEREAS, Article XV, Section
15.2 of the Agreement allows for its amendment by a written instrument executed
by both parties.
NOW, THEREFORE, the parties
agree to amend the exhibits and add the following:
Exhibit C, the funds and fees of
ActivePassive Large Cap Growth Fund, ActivePassive Large Cap Value Fund,
ActivePassive Small/Mid Cap Growth Fund, ActivePassive Small/Mid Cap Value Fund,
ActivePassive International Equity Fund, ActivePassive Emerging Markets Equity
Fund, ActivePassive Global Bond Fund, ActivePassive Intermediate Taxable Bond
Fund, ActivePassive High Yield Bond Fund, and ActivePassive Intermediate
Municipal Bond Fund, is hereby added to the Agreement and attached
hereto.
Except to
the extent amended hereby, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by a duly authorized
officer on one or more counterparts as of the date and year first written
above.
U.S.
BANK, N.A.
|
|
By: /s/
Xxxxxxx X.
Xxxx
|
By:
/s/ Xxxxxxx X.
XxXxx
|
Printed
Name: Xxxxxxx X. Xxxx
|
Printed
Name: Xxxxxxx X. XxXxx
|
Title: President
|
Title:
Vice President
|
ActivePassive
1
Exhibit
C
to
the
Separate
Series of Advisors Series Trust
Custody
Agreement
Name of Series
|
Date Added
|
ActivePassive
Large Cap Growth Fund
|
on
or after 12/31/2007
|
ActivePassive
Large Cap Value Fund
|
on
or after 12/31/2007
|
ActivePassive
Small/Mid Cap Growth Fund
|
on
or after 12/31/2007
|
ActivePassive
Small/Mid Cap Value Fund
|
on
or after 12/31/2007
|
ActivePassive
International Equity Fund
|
on
or after 12/31/2007
|
ActivePassive
Emerging Markets Equity Fund
|
on
or after 12/31/2007
|
ActivePassive
Global Bond Fund
|
on
or after 12/31/2007
|
ActivePassive
Intermediate Taxable Bond Fund
|
on
or after 12/31/2007
|
ActivePassive
High Yield Bond Fund
|
on
or after 12/31/2007
|
ActivePassive
Intermediate Municipal Bond Fund
|
on
or after 12/31/2007
|
ActivePassive
2
Exhibit
C (continued)
to
the
Separate
Series of Advisor Series Trust Custody Agreement
ActivePassive Funds
DOMESTIC
CUSTODY SERVICES
FEE
SCHEDULE at December, 2007
|
Annual Fee Based Upon Market Value Per
Fund*
[___]
basis point on average daily market value, plus transactions
Minimum
annual fee per fund - $[___]
Portfolio
Transaction Fees
$[___]
per book entry DTC transaction
$[___]
per principal paydown
$[___]
per short sale
$[___]
per US Bank repurchase agreement transaction
$[___]
per option/future contract written, exercised or expired
$[___]
per book entry Federal Reserve transaction
$[___]
per mutual fund trade
$[___]
per physical transaction
$[___]
per Cedel/Euroclear transaction
$[___]per
disbursement (waived if U.S. Bancorp is Administrator)
$[___]
per Fed Wire
$[___]
per margin variation Fed wire
$[___]
per segregated account per year
· A
transaction is a purchase/sale of a security, free receipt/free delivery,
maturity, tender or exchange.
· No
charge for the initial conversion free receipt.
· Overdrafts
– charged to the account at prime interest rate plus [___].
Plus Out-Of-Pocket Expenses – Including but
not limited to expenses incurred in the safekeeping, delivery and receipt
of securities, shipping, transfer fees, extraordinary expenses based upon
complexity, and all other out-of-pocket expenses.
Fees
are billed monthly.
*
Subject to annual CPI increase, Milwaukee
MSA.
|
Advisor’s
Signature below acknowledges approval of the fee schedule above.
FundQuest
Incorporated
By: /s/ Xxxxxxx X.
Xxxxx
Printed
Name: Xxxxxxx X. Xxxxx
Title: CIO Date: December
27, 2007
ActivePassive
3
Exhibit
C (continued)
to
the
Separate
Series of Advisor Series Trust Custody Agreement
Multiple
Series Trust
ActivePassive
Funds - CHIEF COMPLIANCE OFFICER SERVICES
FEE
SCHEDULE at December, 2007
|
Chief Compliance Officer
Services
U.S.
Bancorp provides the Chief Compliance Officer (CCO) for each fund serviced
within the Multiple Series Trust. Compliance functions
performed by USBFS provided CCO include, but are not limited
to:
• Designation
as the Trust’s Chief Compliance Officer
• Periodic
and Annual Reporting to MST Fund Board
• Board
Meeting Presentation and Board Support
• MST
Fund Board Liaison For All Compliance Matters
• Daily
Resource to Advisor CCO and Fund Board
• Review
of Advisor Compliance Policies, Procedures and Controls
• Review
of USBFS/USB Critical Procedures & Compliance Controls
• Due
Diligence Review of Advisor and USBFS Service Facilities
• Testing,
Documentation and Reporting of Advisor and USBFS/USB Compliance Policies,
Procedures and Controls
Compliance
functions performed by USBFS Risk Management Team include, but are not
limited to:
• Quarterly
USBFS Certification to Trust CCO
• Business
Line Functions Supported
• Fund
Administration and Compliance
• Transfer
Agent and Shareholder Services
• Fund
Accounting
• Custody
Services
• Distribution
Services
• CCO
Portal – Web On-line Access to Fund CCO Documents
• Periodic
CCO Conference Calls
• Dissemination
of Industry/Regulatory Information
• Client
& Business Line Compliance Education & Training
Chief Compliance Officer
(CCO)*
· $[___] per fund per
year
Plus Out-Of-Pocket
Expenses – including but not limited to CCO team travel related
costs to perform due diligence reviews at Advisor facilities
Fees
are billed monthly.
*Subject
to annual CPI increase, Milwaukee
MSA.
|
Advisor’s
Signature below acknowledges approval of the fee schedule above.
FundQuest
Incorporated
By: /s/ Xxxxxxx X.
Xxxxx
Printed
Name: Xxxxxxx X. Xxxxx
Title: CIO Date: December
27, 2007
ActivePassive
4
Exhibit
C (continued) to the
Separate
Series of Advisor Series Trust Custody Agreement
GLOBAL
SUB-CUSTODIAL SERVICES
ANNUAL
FEE SCHEDULE at December, 2007 –
ActivePassive
|
||||||||
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
|
Argentina
|
All
|
[___]
|
$[___]
|
Lithuania
|
All
|
[___]
|
$[___]
|
|
Australia
|
All
|
[___]
|
$[___]
|
Luxembourg
|
All
|
[___]
|
$[___]
|
|
Austria
|
All
|
[___]
|
$[___]
|
Malaysia
|
All
|
[___]
|
$[___]
|
|
Bahrain
|
All
|
[___]
|
$[___]
|
Mali
|
All
|
[___]
|
$[___]
|
|
Bangladesh
|
All
|
[___]
|
$[___]
|
Malta
|
All
|
[___]
|
$[___]
|
|
Belgium
|
All
|
[___]
|
$[___]
|
Mauritius
|
All
|
[___]
|
$[___]
|
|
Benin
|
All
|
[___]
|
$[___]
|
Mexico
|
All
|
[___]
|
$[___]
|
|
Bermuda
|
All
|
[___]
|
$[___]
|
Morocco
|
All
|
[___]
|
$[___]
|
|
Botswana
|
All
|
[___]
|
$[___]
|
Namibia
|
All
|
[___]
|
$[___]
|
|
Brazil
|
All
|
[___]
|
$[___]
|
Netherlands
|
All
|
[___]
|
$[___]
|
|
Bulgaria
|
All
|
[___]
|
$[___]
|
New
Zealand
|
All
|
[___]
|
$[___]
|
|
Burkina
Faso
|
All
|
[___]
|
$[___]
|
Niger
|
All
|
[___]
|
$[___]
|
|
Canada
|
All
|
[___]
|
$[___]
|
Nigeria
|
All
|
[___]
|
$[___]
|
|
Cayman
Islands
|
All
|
[___]
|
$[___]
|
Norway
|
All
|
[___]
|
$[___]
|
|
Channel
Islands
|
All
|
[___]
|
$[___]
|
Oman
|
All
|
[___]
|
$[___]
|
|
Chile
|
All
|
[___]
|
$[___]
|
Pakistan
|
All
|
[___]
|
$[___]
|
|
China“A”
Shares
|
All
|
[___]
|
$[___]
|
Palestinian
|
All
|
[___]
|
$[___]
|
|
China“B”
Shares
|
All
|
[___]
|
$[___]
|
Peru
|
All
|
[___]
|
$[___]
|
|
Columbia
|
All
|
[___]
|
$[___]
|
Philippines
|
All
|
[___]
|
$[___]
|
|
Costa
Rica
|
All
|
[___]
|
$[___]
|
Poland
|
All
|
[___]
|
$[___]
|
|
Croatia
|
All
|
[___]
|
$[___]
|
Portugal
|
All
|
[___]
|
$[___]
|
|
Cyprus
|
All
|
[___]
|
$[___]
|
Qatar
|
All
|
[___]
|
$[___]
|
|
Czech Republic
|
All
|
[___]
|
$[___]
|
Romania
|
All
|
[___]
|
$[___]
|
|
Denmark
|
All
|
[___]
|
$[___]
|
Russia
|
Equities/Bonds
|
[___]
|
$[___]
|
|
Ecuador
|
All
|
[___]
|
$[___]
|
Russia
|
MINFIN
|
[___]
|
$[___]
|
|
Egypt
|
All
|
[___]
|
$[___]
|
Senegal
|
All
|
[___]
|
$[___]
|
|
Estonia
|
All
|
[___]
|
$[___]
|
Serbia
|
All
|
[___]
|
$[___]
|
|
Euromarkets(3)
|
All
|
[___]
|
$[___]
|
Singapore
|
All
|
[___]
|
$[___]
|
|
Finland
|
All
|
[___]
|
$[___]
|
Slovak Republic
|
All
|
[___]
|
$[___]
|
|
France
|
All
|
[___]
|
$[___]
|
Slovenia
|
All
|
[___]
|
$[___]
|
|
Germany
|
All
|
[___]
|
$[___]
|
South
Africa
|
All
|
[___]
|
$[___]
|
|
Ghana
|
All
|
[___]
|
$[___]
|
South
Korea
|
All
|
[___]
|
$[___]
|
|
Greece
|
All
|
[___]
|
$[___]
|
Spain
|
All
|
[___]
|
$[___]
|
|
Guinea Bissau
|
All
|
[___]
|
$[___]
|
Sri
Lanka
|
All
|
[___]
|
$[___]
|
|
Hong
Kong
|
All
|
[___]
|
$[___]
|
Swaziland
|
All
|
[___]
|
$[___]
|
|
Hungary
|
All
|
[___]
|
$[___]
|
Sweden
|
All
|
[___]
|
$[___]
|
|
Iceland
|
All
|
[___]
|
$[___]
|
Switzerland
|
All
|
[___]
|
$[___]
|
|
India
|
All
|
[___]
|
$[___]
|
Taiwan
|
All
|
[___]
|
$[___]
|
|
Indonesia
|
All
|
[___]
|
$[___]
|
Thailand
|
All
|
[___]
|
$[___]
|
|
Ireland
|
Equities
|
[___]
|
$[___]
|
Togo
|
All
|
[___]
|
$[___]
|
|
Ireland
|
Gov’t
Bonds
|
[___]
|
$[___]
|
Trinidad
& Tobago
|
All
|
[___]
|
$[___]
|
|
Israel
|
All
|
[___]
|
$[___]
|
Tunisia
|
All
|
[___]
|
$[___]
|
|
Italy
|
All
|
[___]
|
$[___]
|
Turkey
|
All
|
[___]
|
$[___]
|
|
Ivory
Coast
|
All
|
[___]
|
$[___]
|
UAE
|
All
|
[___]
|
$[___]
|
|
Jamaica
|
All
|
[___]
|
$[___]
|
United
Kingdom
|
All
|
[___]
|
$[___]
|
|
Japan
|
All
|
[___]
|
$[___]
|
Ukraine
|
All
|
[___]
|
$[___]
|
|
Jordan
|
All
|
[___]
|
$[___]
|
Uruguay
|
All
|
[___]
|
$[___]
|
|
Kazakhstan
|
All
|
[___]
|
$[___]
|
Venezuela
|
All
|
[___]
|
$[___]
|
|
Kenya
|
All
|
[___]
|
$[___]
|
Vietnam
|
All
|
[___]
|
$[___]
|
|
Latvia
|
Equities
|
[___]
|
$[___]
|
Zambia
|
All
|
[___]
|
$[___]
|
|
Latvia
|
Bonds
|
[___]
|
$[___]
|
Zimbabwe
|
All
|
[___]
|
$[___]
|
|
Lebanon
|
All
|
[___]
|
$[___]
|
ActivePassive
5
Base
Fee - A monthly
base charge of $[___] per
account (fund) will apply.
Notes:
(1)
|
Fee
is expressed in basis points per annum where one basis point equals one
hundredth of one percent (.01%) and is calculated based upon month-end
market value, unless stated
otherwise.
|
(2)
|
A
transaction is defined as a receipt or delivery versus payment, a free
receive or deliver, maturities, or security transaction related to
corporate events.
|
(3)
|
Euroclear
– Eurobonds only. Eurobonds are held in Euroclear at a standard
rate, but other types of securities (including but not limited to
equities, domestic market debt and mutual funds) will be subject to a
surcharge. In addition, certain transactions that are delivered
within Euroclear or from a Euroclear account to a third party depository
or settlement system, will be subject to a surcharge (surcharge schedule
available upon request)
|
§
|
Note,
for all other markets specified above, surcharges may apply if a security
is held outside of the local
market.
|
Straight
Through Processing – fees waived
For
non-US resident clients investing in the U.S. market:
Fees for
US custody are provided on the basis that if assets are held in an omnibus
account for multiple underlying clients, the Client will take the necessary
action to attain Qualified Intermediary (QI) status for US IRS withholding tax
purposes. Should the Client fail to take the necessary action, the
fee quoted would be subject to review, and all costs incurred by The Bank of New
York in fulfilling its obligations under the US regulations would be passed to
the Client. Please refer to the separate Non-Resident Alien (NRA) fee
schedule.
Note: for the clients who are
the sole beneficial owner of the assets held in their account with The Bank of
New York and the client has provided a “W8Ben” form per account stating their
ownership of the assets, the above will not apply.
Cash
Transactions
§
|
Currency Trade -
$[____] per transaction
|
§
|
3rd Party Foreign Exchange
– a Foreign Exchange transaction undertaken through a third party
will be charged $[___].
|
Standard
Non-U.S. Proxy Services Fees
§
|
Notification
$[___]
|
§
|
Vote
$[___]
|
§
|
Relationship
Set Up Fee $[___]
|
Tax Reclamation Services – may
be subject to additional charges depending upon the service level
agreed. Tax reclaims that have been outstanding for more than 6 (six)
months with the client will be charged $[___] per claim.
Communication
Fees
§
|
INFORM – Access to The
Bank of New York proprietary application, INFORM, for standard custody
instructions and reporting will be provided at a cost of USD [___]
per month including installation and
training.
|
§
|
SWIFT Reporting and Message
Fees – the following fees will apply in respect of client requested
SWIFT reports and messages:
|
§
|
Cash Reporting
–
|
·
|
MT900 – Cash Debit
Advice
$[___]
each
|
·
|
MT910 – Cash Credit
Advice $[___]
each
|
·
|
MT940 – Detail Cash
Statement $[___] per
message
|
·
|
MT950 – Cash
Statement
$[___] per
message
|
§
|
Securities
Position Reporting
|
·
|
MT535 – Statement of
Holdings $[___] per
message
|
One MT535
will be issued per account per month free of charge.
·
|
MT536 – Statement of
Transactions $[___] per
message
|
·
|
MT537 – Statement of
Pendings
$[___] per
message
|
§
|
Confirmations
|
·
|
MT544 – Receive Free
Confirm $[___] per
message
|
·
|
MT545 – Receive Against
Payment
Confirm $[___] per
message
|
·
|
MT546 – Deliver Free
Confirm $[___] per
message
|
·
|
MT547 – Deliver Against
Payment
Confirm $[___] per
message
|
§
|
Facsimile
Reporting Fees
|
·
|
Corporate
Actions
Notifications
$[___] per
notification
|
·
|
Cash
and Securities
Reports
$[___] per
page
|
ActivePassive
6
Out
of Pocket Expenses
§
|
Charges
incurred by The Bank of New York for local taxes, stamp duties or other
local duties and assessments, stock exchange fees, postage and insurance
for shipping, facsimile reporting, extraordinary telecommunications fees
or other expenses which are unique to a country in which the client or its
clients is investing will be passed along as
incurred.
|
§
|
A
surcharge may be added to certain out-of-pocket expenses listed herein to
cover handling, servicing and other administrative costs associated with
the activities giving rise to such expenses. Also, certain
expenses are charged at a predetermined flat
rate.
|
Advisor’s
Signature below acknowledges approval of the fee schedule above.
FundQuest
Incorporated
By: /s/ Xxxxxxx X.
Xxxxx
Printed
Name: Xxxxxxx X. Xxxxx
Title: CIO Date: December
27, 2007
ActivePassive
7