ADVISORS SERIES TRUST
OPERATING EXPENSES LIMITATION AGREEMENT
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the "Agreement") is effective
as of the 15th day of August, 2003, by and between Advisors Series Trust, a
Delaware business trust (the "Trust"), on behalf of The Avatar Advantage Equity
Allocation Fund (the "Fund"), a series of the Trust, and the Advisor of the
Fund, OAM Avatar, LLC, a New York limited liability company (the "Advisor").
WITNESSETH:
WHEREAS, the Advisor renders advice and services to the Fund pursuant to
the terms and provisions of an Interim Investment Advisory Agreement between the
Trust and the Advisor, dated as of the 2nd day of June, 2003, (the "Interim
Investment Advisory Agreement"); and
WHEREAS, the Fund is responsible for, and has assumed the obligation for,
payment of certain expenses pursuant to the Interim Investment Advisory
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 the respective 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 Interim Investment Advisory
Agreement, any Rule 12b-1 fees and other expenses described in the Investment
Advisory Agreement, but does not include any front-end or contingent deferred
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 Interim
Investment Advisory Agreement.
4. TERM. This Agreement shall become effective on the date specified herein
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 the Fund, 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 if the Investment Advisory Agreement is terminated, with
such termination effective upon the effective date of the Investment Advisory
Agreement's termination.
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 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 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 OAM AVATAR, LLC
on behalf of The Avatar Advantage Equity
Allocation Fund
By: By:
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Name: Name:
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Title: Title:
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Appendix A
Fund Operating Expense Limit
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The Avatar Advantage Equity Allocation Fund 1.50%
