Exhibit 99B.H.ii
FUND ACCOUNTING 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 providing mutual
fund accounting services to investment companies; and
WHEREAS, the Trust desires to retain USBFS to provide accounting 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 Fund Accountant
The Trust hereby appoints USBFS as fund accountant 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 provide the following fund accounting services for the Funds,
including but not limited to:
A. Portfolio Accounting Services:
(1) Maintain portfolio records on a trade date+1 basis using security trade
information communicated from the investment manager.
(2) For each valuation date, obtain prices from a pricing source approved by
the Board of Trustees of the Trust (the "Board of Trustees" or the "Trustees")
and apply those prices to the portfolio positions. For those securities where
market quotations are not readily available, the Board of Trustees shall
approve, in good faith, the method for determining the fair value for such
securities.
(3) Identify interest and dividend accrual balances as of each valuation date
and calculate gross earnings on investments for the accounting period.
(4) Determine gain/loss on security sales and identify them as short-term or
long-term; account for periodic distributions of gains or losses to shareholders
and maintain undistributed gain or loss balances as of each valuation date.
A. Expense Accrual and Payment Services:
(1) For each valuation date, calculate the expense accrual amounts as directed
by the Trust as to methodology, rate or dollar amount.
(2) Record payments for Fund expenses upon receipt of written authorization
from the Trust.
(3) Account for Fund expenditures and maintain expense accrual balances at the
level of accounting detail, as agreed upon by USBFS and the Trust.
(4) Provide expense accrual and payment reporting.
A. Fund Valuation and Financial Reporting Services:
(1) Account for Fund share purchases, sales, exchanges, transfers, dividend
reinvestments, and other Fund share activity as reported by the Fund's transfer
agent on a timely basis.
(2) Apply equalization accounting as directed by the Trust.
(3) Determine net investment income (earnings) for the Fund as of each
valuation date. Account for periodic distributions of earnings to shareholders
and maintain undistributed net investment income balances as of each valuation
date.
(4) Maintain a general ledger and other accounts, books, and financial records
for the Fund in the form as agreed upon.
(5) Determine the net asset value of the Fund according to the accounting
policies and procedures set forth in the Fund's Prospectus.
(6) Calculate per share net asset value, per share net earnings, and other per
share amounts reflective of Fund operations at such time as required by the
nature and characteristics of the Fund.
(7) Communicate, at an agreed upon time, the per share price for each valuation
date to parties as agreed upon from time to time.
(8) Prepare monthly reports that document the adequacy of accounting detail to
support month-end ledger balances.
A. Tax Accounting Services:
(1) Maintain accounting records for the investment portfolio of the Fund to
support the tax reporting required for IRS-defined regulated investment
companies.
(2) Maintain tax lot detail for the Fund's investment portfolio.
(3) Calculate taxable gain/loss on security sales using the tax lot relief
method designated by the Trust.
(4) Provide the necessary financial information to support the taxable
components of income and capital gains distributions to the Fund's transfer
agent to support tax reporting to the shareholders.
A. Compliance Control Services:
(1) Support reporting to regulatory bodies and support financial statement
preparation by making the Fund's accounting records available to the Trust, the
Securities and Exchange Commission (the "SEC"), and the outside auditors.
(2) Maintain accounting records according to the 1940 Act and regulations
provided thereunder.
A. USBFS will perform the following accounting functions on a daily basis:
(1) Reconcile cash and investment balances of each Fund with the Fund's
custodian, and provide the Fund's investment adviser with the beginning cash
balance available for investment purposes.
(2) Transmit or mail a copy of the portfolio valuation to the Fund's investment
adviser.
(3) Review the impact of current day's activity on a per share basis, and
review changes in market value.
A. In addition, USBFS will:
(1) Prepare monthly security transactions listings.
(2) Supply various Trust, Fund and class statistical data as requested by the
Trust on an ongoing basis.
3. Pricing of Securities
For each valuation date, USBFS shall obtain prices from a pricing source
selected by USBFS but approved by the Board of Trustees and apply those prices
to the portfolio positions of the Fund. For those securities where market
quotations are not readily available, the Board of Trustees shall approve, in
good faith, the method for determining the fair value for such securities.
If the Trust desires to provide a price that varies from the pricing source, the
Trust shall promptly notify and supply USBFS with the valuation of any such
security on each valuation date. All pricing changes made by the Trust will be
in writing and must specifically identify the securities to be changed by CUSIP,
name of security, new price or rate to be applied, and, if applicable, the time
period for which the new price(s) is/are effective.
4. Changes in Accounting Procedures
Any resolution passed by the Board of Trustees that affects accounting practices
and procedures under this Agreement shall be effective upon written receipt and
acceptance by USBFS.
5. Changes in Equipment, Systems, Service, Etc.
USBFS reserves the right to make changes from time to time, as it deems
advisable, relating to its services, systems, programs, rules, operating
schedules and equipment, so long as such changes do not adversely affect the
service provided to the Trust under this Agreement.
6. 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 the
assets and property of the particular Fund involved.
7. 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) that USBFS may sustain or incur or that 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.
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. 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.
1. 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 of the Trust (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, when 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 to any third
party unless specifically directed by the Trust or allowed under one of the
exceptions noted under the Act.
2. 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.
3. 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.
4. 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 SEC thereunder.
5. 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 same, the Trust shall pay any
expenses associated with transferring the same 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.
6. No Agency Relationship
Nothing herein contained shall be deemed to authorize or empower USBFS to act as
agent for the other party to this Agreement, or to conduct business in the name,
or for the account, of the other party to this Agreement.
7. Data Necessary to Perform Services
The Trust or its agent 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.
15. Notification of Error
The Trust will notify USBFS of any discrepancy between USBFS and the Trust,
including, but not limited to, failing to account for a security position in the
fund's portfolio, by the later of: within three (3) business days after receipt
of any reports rendered by USBFS to the Trust; within three (3) business days
after discovery of any error or omission not covered in the balancing or control
procedure, or within three (3) business days of receiving notice from any
shareholder.
16. Assignment
This Agreement may not be assigned by either party without the prior written
consent of the other party.
17. 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
Fund Accounting Servicing Agreement
Fund Names
Separate Series of Advisors Series Trust
Name of Series Date Added
Exhibit B
to the
Fund Accounting Servicing Agreement
Fee Schedule
