Exhibit 99B.H.i
FUND ADMINISTRATION 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 fund
administration services for the benefit of its customers; and
WHEREAS, the Trust desires to retain USBFS to provide fund administration
services for 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 Administrator
The Trust hereby appoints USBFS as administrator 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 administration services for the Funds,
including but not limited to:
A. General Fund Management:
(1) Act as liaison among all Fund service providers.
(2) Supply:
a. Corporate secretarial services.
b. Office facilities (which may be in USBFS's or its affiliate's own offices).
c. Non-investment-related statistical and research data as needed.
(3) Coordinate the Trust's Board of Trustees' (the "Board of Trustees" or the
"Trustees") communication:
a. Establish meeting agendas.
b. Prepare reports for the Board of Trustees based on financial and
administrative data.
c. Evaluate independent auditor.
d. Secure and monitor fidelity bond and director and officer liability
coverage, and make the necessary Securities and Exchange Commission (the "SEC")
filings relating thereto.
e. Prepare minutes of meetings of the Board of Trustees and Fund shareholders.
f. Recommend dividend declarations to the Board of Trustees, prepare and
distribute to appropriate parties notices announcing declaration of dividends
and other distributions to shareholders.
g. Provide personnel to serve as officers of the Trust if so elected by the
Board of Trustees, attend Board of Trustees meetings and present materials for
Trustees' review at such meetings.
(1) Audits:
a. Prepare appropriate schedules and assist independent auditors.
b. Provide information to the SEC and facilitate audit process.
c. Provide office facilities.
(1) Assist in overall operations of the Fund.
(2) Pay Fund expenses upon written authorization from the Trust.
(3) Monitor arrangements under shareholder services or similar plan.
A. Compliance:
(1) Regulatory Compliance:
a. Monitor compliance with the 1940 Act requirements, including:
(i) Asset diversification tests.
(ii) Total return and SEC yield calculations.
(iii) Maintenance of books and records under Rule 31a-3.
(iv) Code of Ethics for the disinterested Trustees of the Fund.
a. Monitor Fund's compliance with the policies and investment limitations of
the Trust as set forth in its current prospectus (the "Prospectus") and
statement of additional information (the "SAI").
b. Maintain awareness of applicable regulatory and operational service issues
and recommend dispositions.
(1) Blue Sky Compliance:
a. Prepare and file with the appropriate state securities authorities any and
all required compliance filings relating to the registration of the securities
of the Trust so as to enable the Trust to make a continuous offering of its
shares in all states.
b. Monitor status and maintain registrations in each state.
c. Provide information regarding material developments in state securities
regulation.
(1) SEC Registration and Reporting:
a. Assist Corporate counsel in updating the Prospectus and SAI and in
preparing proxy statements and Rule 24f-2 notices.
b. Prepare annual and semiannual reports, Form N-SAR filings and Rule 24f-2
notices.
c. Coordinate the printing, filing and mailing of publicly disseminated
Prospectuses and reports.
d. File fidelity bond under Rule 17g-1.
e. File shareholder reports under Rule 30b2-1.
f. Monitor sales of each Fund's shares and ensure that such shares are
properly registered with the SEC and the appropriate state authorities.
g. File Rule 24f-2 notices.
(1) IRS Compliance:
a. Monitor the Trust's status as a regulated investment company under
Subchapter M, including without limitation, review of the following:
(i) Asset diversification requirements.
(ii) Qualifying income requirements.
(iii) Distribution requirements.
a. Calculate required distributions (including excise tax distributions).
A. Financial Reporting:
(1) Provide financial data required by the Fund's Prospectus and SAI.
(2) Prepare financial reports for officers, shareholders, tax authorities,
performance reporting companies, the Board of Trustees, the SEC, and independent
auditors.
(3) Supervise the Trust's custodian and fund accountants in the maintenance of
the Trust's general ledger and in the preparation of the Fund's financial
statements, including oversight of expense accruals and payments, of the
determination of net asset value of the Trust's net assets and of the Trust's
shares, and of the declaration and payment of dividends and other distributions
to shareholders.
(4) Compute the yield, total return and expense ratio of each class of each
Fund, and each Fund's portfolio turnover rate.
(5) Monitor the expense accruals and notify the Trust's management of any
proposed adjustments.
(6) Prepare monthly financial statements, which include without limitation the
following items:
a. Schedule of Investments.
b. Statement of Assets and Liabilities.
c. Statement of Operations.
d. Statement of Changes in Net Assets.
e. Cash Statement.
f. Schedule of Capital Gains and Losses.
(7) Prepare quarterly broker security transaction summaries.
A. Tax Reporting:
(1) Prepare and file on a timely basis appropriate federal and state tax
returns including, without limitation, Forms 1120/8610 with any necessary
schedules.
(2) Prepare state income breakdowns where relevant.
(3) File Form 1099 Miscellaneous for payments to Trustees and other service
providers.
(4) Monitor wash losses.
(5) Calculate eligible dividend income for corporate shareholders.
1. 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.
2. 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) which USBFS may sustain or incur or which 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. The 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 Trust shall
pay any expenses associated with transferring the data 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.
8. Assignment
This Agreement may not be assigned by either party without the prior written
consent of the other party.
9. 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 Administration Servicing Agreement
Fund Names
Separate Series of Advisors Series Trust _______________
Name of Series Date Added
Exhibit B
to the
Fund Administration Servicing Agreement
Fee Schedule
Annual fee based upon fund group assets:
7 basis points on the first $200 million
6 basis points on the next $500 million
4 basis points on the balance
Minimum Annual Fee:
$40,000 first fund
$30,000 each additional fund
NAV/Fund Data Feeds
$50 per class per month
Daily Fund/Class Performance
$100 per class per month
(with USBFS as Fund Accountant)
Extraordinary services quoted separately.
Plus out-of-pocket expense reimbursements, including but not limited to:
Postage
Programming
Stationery
Proxies
Retention of records
Special reports
Federal and state regulatory filing fees
Certain insurance premiums
Expenses from Board of Trustees meetings
Auditing and legal expenses
All other out-of-pocket expenses
Fees and out-of-pocket expense reimbursements are billed monthly.
