ADVISORS SERIES TRUST
OPERATING EXPENSES LIMITATION AGREEMENT
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the "Agreement"), dated as of
April 18, 2001 and to be effective as of the closing of the merger of National
Asset Management Corporation with and into AVZ Inc. (the "Closing"), by and
between ADVISORS SERIES TRUST, a Delaware business trust (the `Trust"), on
behalf of the National Asset Management Core Equity Fund (the "Fund"), a series
of the Trust and the Advisor of the Fund, INVESCO, Inc. (the "Advisor").
WITNESSETH:
WHEREAS, effective upon the Closing, the Advisor renders advice and
services to the Fund pursuant to the terms and provisions of an Interim
Investment Management Agreement between the Trust and the Advisor, dated as of
April 18. 2001 (or such other Investment Management Agreement as may be approved
by the Fund's shareholders after the Closing) (together, the "Investment
Management Agreement"); and
WHEREAS, the Fund, is responsible for, and has assumed the obligation for,
payment of certain expenses pursuant to the Investment Management Agreement that
have not been assumed by the Advisor; and
WHEREAS, the Advisor desires to limit the Fund's Operating Expenses (as
that term is defined in Paragraph 2 of this Agreement) pursuant to the terms and
provisions of this Agreement, and the Trust (on behalf of the Fund) desires to
allow the Advisor to implement those limits;
NOW THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties, intending to be legally bound hereby,
mutually agree as follows:
1. Limit on Operating Expenses. The Advisor hereby agrees to limit the
Fund's current Operating Expenses to an annual rate, expressed as a percentage
of thc Fund's average annual net assets, to the amounts listed in Appendix A
(the "Annual Limits"). In the event that the current Operating Expenses of the
Fund, as accrued each month, exceed its Annual Limit, the Advisor will pay to
the Fund, on a monthly basis, the excess expense within 30 days of being
notified that an excess expense payment is due.
2. Definition. For purposes of this Agreement, the term "Operating
Expenses" with respect to the Fund is defined to include all expenses necessary
or appropriate for the operation of the Fund, including the Advisor's investment
advisory or management fee detailed in the Investment Management Agreement, any
Rule 12b-l fees and other expenses described in the Investment Management
Agreement, but does not include any front-end or contingent deferral loads,
taxes, leverage interest, brokerage commissions, expenses incurred in connection
with any merger or reorganization, or extraordinary expenses such as litigation.
3. Reimbursement of Fees and Expenses. The Advisor retains its right to
receive reimbursement of any excess expense payments paid by it pursuant to this
Agreement under the same terms and conditions as it is permitted to receive
reimbursement of reductions of its investment management fee under the
Investment Management Agreement.
4. Term. This Agreement shall become effective on the Closing and shall
remain in effect indefinitely and for a period of not less than one year, unless
sooner terminated as provided in Paragraph 5 of this Agreement.
5. Termination. This Agreement may be terminated at any time, and without
payment of any penalty, by the Board of Trustees of the Trust, on behalf of any
one or more of the Funds, upon sixty (60) days' written notice to the Advisor.
This Agreement may not be terminated by the Advisor without the consent of the
Board of Trustees of the Trust, which consent will not be unreasonably withheld.
This Agreement will automatically terminate, with respect to a Fund listed in
Appendix A, if the Investment Management Agreement for that Fund is terminated,
with such termination effective upon the effective date of the Investment
Management Agreement's termination for that Fund.
6. Assignment. This Agreement and all rights and obligations hereunder may
not be assigned without the written consent of the other party.
7. 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.
8. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Arizona 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 of 1940 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 on behalf of the INVESCO, Inc.
National Asset Management Core Equity Fund
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------- ----------------
Print name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Print name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President Title: Executive Vice President
Appendix A
Fund Operating Expense Limit
---- -----------------------
National Asset Management Core Equity Fund 0.95%