SUBADMINISTRATION AGREEMENT
AGREEMENT made this __ day of May, ___, by and between VAN DEVENTER &
XXXX (the "Administrator"), a general partnership organized under the laws of
the State of California, and INVESTMENT COMPANY ADMINISTRATION, L.L.C. (the
"Subadministrator"), an Arizona limited liability company.
WITNESSETH:
A. The Administrator serves as the administrator for the Van Deventer & Xxxx
American Value Fund (the "Fund"), a series of Advisors Series Trust (the
"Trust") subject to the overall supervision of the Board of Trustees of the
Trust for the period and on the terms set forth in an Administrative
Services Agreement.
B. That Administrative Services Agreement permits to Administrator to retain
various service providers to perform administrative services that are the
responsibility of the Administrator. The Administrator desires to retain
the Subadministrator to perform various administrative responsibilities
described in this Agreement.
In consideration of the mutual promises and agreements herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, it is hereby agreed by and between the parties hereto as follows:
1. In General.
The Administrator hereby appoints the Subadministrator as subadministrator.
The Subadministrator hereby accepts such appointment and agrees during such
period to render the services herein described and to assume the
obligations set forth herein, for the compensation herein provided.
References to the Trust in this Agreement shall be deemed to include the
Fund unless otherwise specifically indicated.
2. Duties and Obligations of the Subadministrator.
(a) Subject to the direction and control of the Administrator, the
Subadministrator shall be responsible for providing such services as
the Administrator may reasonably request, including but not limited to
(i) maintaining the Trust's books and records (other than financial or
accounting books and records maintained by any custodian, transfer
agent or accounting services agent); (ii) overseeing the Trust's
insurance relationships; (iii) preparing for the Trust (or assisting
counsel and/or auditors in the preparation of) all required tax
returns, proxy statements and reports to the Trust's shareholders and
Trustees and reports to and other filings with the Securities and
Exchange Commission and any other governmental agency (the Trust
agreeing to supply or cause to be supplied to the Subadministrator all
necessary financial and other information in connection with the
foregoing); (iv) preparing such applications and reports as may be
necessary to make notice filings or maintain the Trust's qualification
or the qualification of its shares under the securities or "blue sky"
laws of the various states selected by the Trust (the Administrator
agreeing to pay all filing fees or other similar fees in connection
therewith); (v) responding to all inquiries or other communications of
shareholders, if any, which are directed to the Subadministrator, or
if any such inquiry or communication is more properly to be responded
to by the Trust's custodian, transfer agent or accounting services
agent, overseeing their response thereto; (vi) overseeing all
relationships between the Trust and any custodian(s), transfer
agent(s) and accounting services agent(s), including the negotiation
of agreements and the supervision of the performance of such
agreements; and (vii) authorizing and directing any of the
Subadministrator's directors, officers and employees who may be
elected as officers of the Trust or Administrator to serve in the
capacities in which they are elected. All services to be furnished by
the Subadministrator under this Agreement may be furnished through the
medium of any such directors, officers or employees of the
Subadministrator.
(b) In the absence of willful misfeasance, bad faith, negligence or
reckless disregard of obligations or duties ("disabling conduct")
hereunder on the part of the Subadministrator (and its officers,
directors, agents, employees, controlling persons, shareholders and
any other person or entity affiliated with the Subadministrator) the
Subadministrator shall not be subject to liability to the
Administrator, the Trust or to any shareholder of the Trust for any
act or omission in the course of, or connected with, rendering
services hereunder, including, without limitation, any error of
judgment or mistake of law or for any loss suffered by any of them in
connection with the matters to which this Agreement relates, except to
the extent specified in Section 36(b) of the Investment Company Act of
1940 (the "Act") concerning loss resulting from a breach of fiduciary
duty with respect to the receipt of compensation for services. Except
for such disabling conduct, the Administrator and/or the Trust shall
indemnify the Subadministrator (and its officers, directors, agents,
employees, controlling persons, shareholders and any other person or
entity affiliated with the Subadministrator) from any liability
arising from the Subadministrator's conduct under this Agreement to
the extent permitted by the Trust's Declaration of Trust and
applicable law.
(c) It is agreed that the Subadministrator shall have no responsibility or
liability for the accuracy or completeness of the Trust's Registration
Statement under the Act except for information supplied by the
Subadministrator for inclusion therein.
3. Allocation of Expenses.
The Subadministrator agrees that it will furnish the Trust, at the
Subadministrator's expense, with all office space and facilities, and
equipment and clerical personnel necessary for carrying out its duties
under this Agreement. The Subadministrator will also pay all compensation
of all Trustees, officers and employees of the Trust who are affiliated
persons of the Subadministrator. All costs and expenses not expressly
assumed by the Subadministrator under this Agreement shall be paid by the
Administrator or the Trust, as appropriate, including, but not limited to
(i) interest and taxes; (ii) brokerage fees and commissions; (iii)
insurance premiums; (iv) compensation and expenses of the Trust's Trustees
other than those affiliated with the Administrator or the Subadministrator;
(v) legal and auditing fees and expenses; (vi) fees and expenses of the
Trust's custodian, transfer agent and accounting services agent; (vii)
expenses incident to the issuance of the Trust's shares, including issuance
on the payment of, or reinvestment of, dividends; (viii) fees and expenses
incident to the required notice filings under federal or state securities
laws of the Trust or its shares; (ix) expenses of preparing, printing and
mailing reports and notices and proxy material to shareholders of the
Trust; (x) all other expenses incidental to holding meetings of the Trust's
shareholders; (xi) dues or assessments of or contributions to the
Investment Company Institute or any successor; (xii) such non recurring
expenses as may arise, including litigation affecting the Trust and the
legal obligations which the Trust may have to indemnify its officers and
Trustees with respect thereto; and (xiii) organization costs of the Trust.
4. Compensation of the Subadministrator.
The Administrator agrees to pay the Subadministrator and the
Subadministrator agrees to accept as full compensation for all services
rendered by the Subadministrator as such, an annual fee, payable monthly,
computed on the value of the net assets of the Trust as of the close of
business each business day at the annual rate of __.
5. Duration and Termination.
(a) This Agreement shall become effective on the date set forth above and
shall remain in force until terminated pursuant to the provisions of
paragraph (b) hereof.
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(b) This Agreement may be terminated by the Subadministrator at any time
without penalty upon giving the Administrator not less than sixty (60)
days' written notice (which notice may be waived by the Administrator)
and may be terminated by the Administrator at any time without penalty
upon giving the Subadministrator not less than sixty (60) days'
written notice (which notice may be waived by the Subadministrator).
6. Governing Law.
This Agreement constitutes the entire agreement and understanding between
the parties hereto, and it shall be governed and construed in accordance
with the laws of the State of Arizona (without regard to conflicts of law).
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by duly authorized persons and their seals to be
hereunto affixed, all as of the day and year first above written.
VAN DEVENTER & XXXX
By
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INVESTMENT COMPANY
ADMINISTRATION, L.L.C.
By
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