ADVISORS SERIES TRUST INVESTMENT ADVISORY AGREEMENT ActivePassive Funds
ActivePassive
Funds
THIS
INVESTMENT ADVISORY AGREEMENT is made as of the 24th day of December,
2007, by and between Advisors Series Trust, a Delaware business trust
(hereinafter called the “Trust”), on behalf of the series of the Trust indicated
on Schedule A, which may be amended from time to time, (each a “Fund”, and
together the “Funds”) and FundQuest Incorporated, a Delaware corporation
(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,
each 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, as amended (the "Advisers Act") 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 certain investment management
and services to the Funds pursuant to the terms and provisions of this
Agreement, and the Advisor desires to furnish said advice and services;
and
WHEREAS,
the Advisor has retained certain sub-advisors (the “Sub-Advisors”) to render
portfolio management services to the Funds pursuant to Investment Sub-Advisory
Agreements between the Advisor and each Sub-Advisor.
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,
including the oversight of the portfolio management services to be rendered
by
the Sub-Advisors and the purchase and sale of securities held in the portfolios
of the Funds, with respect to the assets of the Funds 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 Funds and
shall supervise investments of the Funds on behalf of the Funds in accordance
with the investment objectives, policies and restrictions of the Funds as set
forth in the Funds’ and Trust’s governing documents, including, without
limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the
Funds’ 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 (collectively, the “Investment
Policies”). In providing such services, the Advisor shall manage and
oversee delegated sub-advisory services to be rendered by the Sub-Advisors
to
the Funds and 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
Funds with advice and recommendations with respect to the investment of the
Funds’ assets and the purchase and sale of portfolio securities for the Funds,
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 Funds, subject to the ultimate supervision and direction
of the Trust’s Board of Trustees; (iii) vote proxies for the Funds, file
ownership reports under Section 13 of the Securities Exchange Act of 1934 (the
“1934 Act”) for the Funds, and take other actions on behalf of the Funds; (iv)
maintain the books and records required to be maintained by the Funds except
to
the extent arrangements have been made for such books and records to be
maintained by the administrator or another agent of the Funds; (v) furnish
reports, statements and other data on securities, economic conditions and other
matters related to the investment of the Funds’ assets which the Funds’
administrator or distributor or the officers of the Trust may reasonably
request; (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; and (vii), subject to the authority of the Trust and
exemptive relief sought from the Securities and Exchange Commission under
Section 15(a) and Rule 18f-2 of the Investment Company Act, have full authority
to retain Sub-Advisors to provide certain investment advisory services to the
Fund noted herein, and may delegate certain of its duties hereunder to a
Sub-Advisor and pay the Sub-Advisor a portion of the compensation received
by
the Advisor hereunder; provided, however, that the Advisor shall remain fully
liable for all of its obligations under this Agreement.
(b) BROKERAGE.
The Advisor shall be responsible for decisions to buy and sell securities for
the Funds, 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 Funds on a continuing basis. The price to the Funds 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 and
consistent with Section 28(e) of the 1934 Act, 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 Funds 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. Subject to the same policies and
legal provisions, the Advisor is further authorized to allocate the orders
placed by it on behalf of the Funds 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.
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 Funds 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 and any compliance staff
and
personnel required by the Advisor.
6. EXPENSES.
(a) With
respect to the operation of the Fund, the Advisor shall be responsible for
(i)
the Fund’s organizational expenses; (ii) providing the personnel, office space
and equipment reasonably necessary for the operation of the Fund, (iii) 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) to the extent such expenses are
not
covered by any applicable plan adopted pursuant to Rule 12b-1 under the
Investment Company Act (each, a “12b-1 Plan”); (iv) the costs of any special
Board of Trustees meetings or shareholder meetings convened for the primary
benefit of the Advisor; and (v) any costs of liquidating or reorganizing the
Fund (unless such cost is otherwise allocated by the Board of Trustees). If
the
Advisor has agreed to limit the operating expenses of the Fund, the Advisor
also
shall 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 of the Trust, including
without limitation the Trust’s Chief Compliance Officer, 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 which are covered by any 12b-1 Plan; legal, auditing
and
accounting fees; all or any portion of trade association dues or educational
program expenses determined appropriate by the Board of Trustees; 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 or contractually absorb certain Fund
expenses.
(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.
(e) The
Advisor may not pay fees in addition to any Fund distribution or servicing
fees
to financial intermediaries, including without limitation banks, broker-dealers,
financial advisors, or pension administrators, for sub-administration,
sub-transfer agency or any other shareholder servicing or distribution services
associated with shareholders whose shares are held in omnibus or other group
accounts, except with the prior authorization of the Trust’s Board of
Trustees. Where such arrangements are authorized by the Trust’s Board
of Trustees, the Advisor shall report regularly to the Trust on the amounts
paid
and the relevant financial institutions.
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 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 Board
of
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
in contradiction of the Investment Policies.
(c) In
the
absence of willful misfeasance, bad faith, 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. Notwithstanding the
foregoing, federal securities laws and certain state laws impose liabilities
under certain circumstances on persons who have acted in good faith, and
therefore nothing herein shall in any way constitute a waiver or limitation
of
any rights which the Trust, the Fund or any shareholder of the Fund may have
under any federal securities law or state law.
(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. TRANSACTIONS
WITH OTHER INVESTMENT ADVISERS. The Advisor is not an
affiliated person of any investment adviser responsible for providing advice
with respect to any other series of the Trust, or of any promoter, underwriter,
officer, director, member of an advisory board or employee of any other series
of the Trust. The Advisor shall not consult with the investment
adviser of any other series of the Trust concerning transactions for the Fund
or
any other series of the Trust.
14. 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 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.
15. RIGHT
TO USE NAME
The
Advisor warrants that the Funds’ names are not deceptive or misleading and that
the Advisor has rights to any distinctive names used by the
Funds. The Fund acknowledges that its use of any distinctive name is
derivative of its relationship with the Advisor. The Fund may use the
name ActivePassive Funds or any name derived from or using the name
ActivePassive Funds 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 Funds shall cease
to use such names or any other name connected with the Advisor.
16. 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.
17. NONPUBLIC
PERSONAL INFORMATION. Notwithstanding any provision
herein to the contrary, the Advisor agrees on behalf of itself and its managers,
members, officers, and employees (1) to treat confidentially and as proprietary
information of the Trust (a) all records and other information relative to
the
Fund’s prior, present, or potential shareholders (and clients of said
shareholders) and (b) any Nonpublic Personal Information, as defined under
Section 248.3(t) of Regulation S-P (“Regulation S-P”), promulgated under the
Xxxxx-Xxxxx-Xxxxxx Act (the “G-L-B Act”); and (2) except after prior
notification to and approval in writing by the Trust, not to use such records
and information for any purpose other than the performance of its
responsibilities and duties hereunder, or as otherwise permitted by Regulation
S-P or the G-L-B Act, and if in compliance therewith, the privacy policies
adopted by the Trust and communicated in writing to the Advisor. Such
written approval shall not be unreasonably withheld by the Trust and may not
be
withheld where the Advisor may be exposed to civil or criminal contempt or
other
proceedings for failure to comply after being requested to divulge such
information by duly constituted authorities.
18. ANTI-MONEY
LAUNDERING COMPLIANCE. The Advisor acknowledges that, in compliance
with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing
regulations thereunder (together, “AML Laws”), the Trust has adopted an
Anti-Money Laundering Policy. The Advisor agrees to comply with the Trust’s
Anti-Money Laundering Policy and the AML Laws, as the same may apply to the
Advisor, now and in the future. The Advisor further agrees to provide to the
Trust and/or the administrator such reports, certifications and contractual
assurances as may be reasonably requested by the Trust. The Trust may disclose
information regarding the Advisor to governmental and/or regulatory or
self-regulatory authorities to the extent required by applicable law or
regulation and may file reports with such authorities as may be required by
applicable law or regulation.
19. CERTIFICATIONS;
DISCLOSURE CONTROLS AND PROCEDURES. The Advisor acknowledges that, in
compliance with the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and
the implementing regulations promulgated thereunder, the Trust and the Fund
are
required to make certain certifications and have adopted disclosure controls
and
procedures. To the extent reasonably requested by the Trust, the Advisor agrees
to use its best efforts to assist the Trust and the Fund in complying with
the
Xxxxxxxx-Xxxxx Act and implementing the Trust’s disclosure controls and
procedures. The Advisor agrees to inform the Trust of any material development
related to the Fund that the Advisor reasonably believes is relevant to the
Fund’s certification obligations under the Xxxxxxxx-Xxxxx Act.
20. 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.
21. 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.
22. GOVERNING
LAW. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware 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.
|
on
behalf of the
ActivePassive
Funds
|
FUNDQUEST
INCORPORATED
|
|||
|
By:
|
By:
|
|||
|
Name:
|
Name:
|
|||
|
Title:
|
Title:
|
|||
SCHEDULE
A
|
Series
or Fund of Advisors Series Trust
|
Annual
Fee Rate
(%
of average net assets)
|
|
ActivePassive
Large Cap Growth Fund
|
.75%
|
|
ActivePassive
Large Cap Value Fund
|
.75%
|
|
ActivePassive
Small/Mid Cap Growth Fund
|
.80%
|
|
ActivePassive
Small/Mid Cap Value Fund
|
.80%
|
|
Active
Passive International Equity Fund
|
.80%
|
|
ActivePassive
Emerging Markets Equity Fund
|
.95%
|
|
ActivePassive
Global Bond Fund
|
.75%
|
|
ActivePassive
Intermediate Taxable Bond Fund
|
.60%
|
|
ActivePassive
High Yield Bond Fund
|
.70%
|
|
ActivePassive
Intermediate Municipal Bond Fund
|
.60%
|
