ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT made as of the __ day of May,
2000, by and between ADVISORS SERIES TRUST, a Delaware business trust
(hereinafter called the "Trust"), on behalf of its series, the Van Deventar &
Xxxx American Value Fund (the "Fund") and VAN DEVENTER & XXXX, a California
general partnership (hereinafter called the "Administrator").
WITNESSETH:
WHEREAS, the Trust is an open-end management investment company,
registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Administrator is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended, and is engaged in the business
of supplying investment advice, investment management and administrative
services, as an independent contractor; and
WHEREAS, the Trust desires to retain the Administrator to provide
administrative services to the Fund pursuant to the terms and provisions of this
Agreement, and the Administrator is interested in furnishing these services;
NOW, THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties hereto, intending to be legally
bound hereby, mutually agree as follows:
1. APPOINTMENT OF ADMINISTRATOR. The Trust hereby employs the
Administrator and the Administrator hereby accepts this employment, to provide
services with respect to the assets of the Fund 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 ADMINISTRATOR. The Administrator shall act as the primary
administrator for the Fund and shall provide administrative services either
directly or through other service providers it may retain. These services shall
be performed in accordance with the requirements of the 1940 Act and other
applicable federal and state laws, the supervision of the Board of Trustees, the
Trust's governing documents, including, without limitation, the Trust's
Agreement and Declaration of Trust and By-Laws, or otherwise and such other
limitations as the Trustees may impose from time to time in writing to the
Administrator. Without limiting the generality of the foregoing, the
Administrator shall:
(a) Coordinate the organization of the Trust and the preparation of all
documents and compensate of all accountants, lawyers, and other service
providers to complete that organization, register the Trust, the Fund and its
shares as necessary with the Securities and Exchange Commission, and perform
everything else necessary or appropriate to permit the sale of shares of the
Fund in the U.S. and various states and jurisdictions thereof;
(b) Performance measurement and analysis, including furnishing
performance data, statistical data and research data;
(c) Tax and treasury services, including preparing and filing various
reports (including tax returns) or other documents required by federal, state
and other applicable laws and regulations other than those required to be filed
by other service providers retained by the Administrator (such as the custodian
or transfer agent);
(d) Management of printing, including assisting in the preparation and
printing of all documents, prospectuses and reports sent to shareholders;
(e) Financial reporting and assisting in the preparation of financial
statements;
(f) Assisting in the preparation of all agendas, notices and minutes
for meetings of the Trust's Board of Trustees or shareholders; assisting in the
preparation of supporting information for such meetings with regard to the
duties of the Administrator under this Agreement, and collection and
distribution of supporting information for such meetings with respect to the
duties performed by other persons who provide services to the Trusts;
(g) Developing and monitoring compliance procedures for the Fund
concerning, among other matters, adherence of the Fund to its investment
objectives, policies, restrictions, tax matters and applicable laws and
regulations;
(h) Blue sky filings and monitoring;
(i) Management of legal services;
(j) Trust and Fund accounting;
(k) Pricing the Fund's portfolio securities;
(l) Transfer agent and shareholder servicing agent;
(m) Custodian for the Fund's portfolio securities (only through the
retention of a qualified third-party eligible custodian);
(n) The retention of all records required to be maintained by the 1940
Act and the rules thereunder; and
(o) All other necessary and appropriate ordinary administrative and
operating functions.
In performing its duties under this Agreement, the Administrator will
consult with legal counsel to, and the independent public accountants for, the
Trust, as necessary and appropriate, on whose advice the Administrator shall be
entitled to rely. The Trust will furnish the Administrator from time to time
with copies of any documents that the Administrator may reasonably request and
that are necessary for it to perform its obligations and duties under this
Agreement and will notify the Administrator as soon as possible of any matter
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materially affecting the performance by the Administrator of its services under
this Agreement.
3. BEST EFFORTS AND JUDGMENT. The Administrator shall use its best
judgment and efforts in providing services to the Fund as contemplated by this
Agreement.
4. INDEPENDENT CONTRACTOR. The Administrator 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 Administrator to the Fund under the provisions of
this Agreement are not to be deemed exclusive, and the Administrator 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. ADMINISTRATOR'S PERSONNEL. The Administrator 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.
6. REPORTS BY THE FUND TO ADMINISTRATOR. The Fund will from time to
time furnish to the Administrator detailed statements of its investments and
assets, and information as to its investment objective and needs, and will make
available to the Administrator such financial reports, proxy statements, legal
and other information relating to each Fund's investments as may be in its
possession or available to it, together with such other information as the
Administrator may reasonably request.
7. EXPENSES.
(a) With respect to the operation of the Fund, the Administrator is
responsible for (i) the compensation of any of the Trust's trustees, officers,
and employees who are affiliates of the Administrator, (ii) fees and expenses
incurred in connection with the issuance, registration and transfer of its
shares; (iii) 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; (iv) costs and
expenses of pricing and calculating its daily net asset value and of maintaining
its books of account required under the 1940 Act; (v) expenditures in connection
with meetings of the Fund's shareholders and Board of Trustees; (vi) insurance
premiums on property or personnel of the Fund which inure to its benefit,
including liability and fidelity bond insurance; (vii) 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; (viii) legal, auditing and accounting fees; (ix) trade association
dues; (x) fees and expenses (including legal fees) of obtaining and maintaining
any required registration or notification for its shares for sale under federal
and applicable state and foreign securities laws; (xi) all expenses of
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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 (xii) all other charges and
costs of its operation.
(b) The Fund is responsible for and has assumed the obligation for
payment of the following expenses: (i) brokerage and commission expenses; (ii)
interest charges on any borrowings by the Fund; (iii) taxes, if any; (iv)
compensation 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 person of the Administrator; and (v) any extraordinary and
non-recurring expenses.
(c) To the extent the Administrator incurs any costs by assuming
expenses which are an obligation of the Fund as set forth herein, the Fund shall
promptly reimburse the Administrator for such costs and expenses, except to the
extent the Administrator has otherwise agreed to bear such expenses. To the
extent the services for which the Fund is obligated to pay are performed by the
Administrator, the Administrator shall be entitled to recover from the Fund to
the extent of the Administrator's actual costs for providing such services.
8. ADMINISTRATIVE FEE.
(a) The Fund shall pay to the Administrator, and the Administrator
agrees to accept, as full compensation for all administrative services furnished
or provided to the Fund pursuant to this Agreement, an administrative fee in the
amount of 0.70% of net assets per annum.
(b) The management fee shall be accrued daily by the Fund and paid to
the Administrator upon its request.
(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 before
the end of any month, the fee to the Administrator 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 Administrator 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 the 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 Administrator
hereunder or to continue future payments. Any such reduction will be agreed to
before the accrual of the related expense or fee and will be estimated daily and
reconciled and paid on a monthly basis.
(e) The Administrator may agree not to require payment of any portion
of the compensation or reimbursement of expenses otherwise due to it pursuant to
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this Agreement before the time that compensation or reimbursement has accrued as
a liability of the Fund. 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 Administrator hereunder.
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 the Fund.
10. ADMINISTRATOR'S LIABILITIES.
(a) In the absence of willful misfeasance, bad faith, gross negligence,
or reckless disregard of the obligations or duties hereunder on the part of the
Administrator, the Administrator 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.
(b) The Fund shall indemnify and hold harmless the Administrator, its
general partners and the shareholders, directors, officers and employees of each
of them (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.
(c) No provision of this Agreement shall be construed to protect any
Trustee or officer of the Trust, or partner or officer of the Administrator,
from liability in violation of Sections 17(h) and (i) of the 1940 Act.
11. NON-EXCLUSIVITY. The Trust's employment of the Administrator is not
an exclusive arrangement, and the Trust may from time to time employ other
individuals or entities to furnish it with the services provided for herein. In
the event this Agreement is terminated with respect to the Fund.
12. TERM. This Agreement shall become effective on the date that is the
latest of (1) the execution of this Agreement and, (2) the approval of this
Agreement by a majority of the Trustees and who are not interested persons of
the Trust and by the full Board of Trustees of the Trust. This Agreement 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 for the Fund at least annually by (i) the full Board of Trustees of the
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Trust and (ii) the vote of a majority of the Trustees of the Trust who are not
parties to this Agreement nor interested persons thereof.
13. TERMINATION. This Agreement may be terminated by the Trust on
behalf of any one or more 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 the Fund, upon sixty (60) days' written notice
to the Administrator, and by the Administrator upon sixty (60) days' written
notice to the Fund.
14. TRANSFER, ASSIGNMENT. This Agreement may not be transferred,
assigned, sold or in any manner hypothecated or pledged without the written
consent of the Trust.
15. 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.
16. DEFINITIONS. The term "interested persons" shall have the meaning
as set forth in the 1940 Act.
17. NOTICE OF DECLARATION OF TRUST. The Administrator agrees that the
Trust's obligations under this Agreement shall be limited to the Fund and to
their assets, and that the Administrator shall not seek satisfaction of any such
obligation from the shareholders of the Fund nor from any trustee, officer,
employee or agent of the Trust or the Fund.
18. 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.
19. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of California 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 1940 Act and the Investment Advisers Act of 1940 and any
rules and regulations promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested by their duly authorized officers, all on the day and
year first above written.
ADVISORS SERIES TRUST VAN DEVENTER & XXXX
By: By:
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Title: Title:
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