SHAREHOLDER SERVICING AGREEMENT
AGREEMENT, made as of this day of ___, 2003 by and between the Provident
Investment Counsel (the "Management Company") and the Advisors Series Trust (the
"Trust") on behalf of the Funds listed on Schedule A hereto, as such Schedule A
may be amended from time to time (each, a "Fund," and collectively, the
"Funds").
W I T N E S S E T H:
WHEREAS, the Trust engages in business as an open-end management investment
company and is registered as such under the Investment Company Act of 1940 (the
"Act"); and
WHEREAS, the Trust requires administration, shareholder and shareholder-related
services and the Management Company has developed the capability to provide
certain of the services required by the Trust; and
WHEREAS, the Trust desires to engage the Management Company to provide such
services to each Fund and its shareholders and to provide certain other services
which are now or may hereafter be required by the Trust on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the promises hereinafter
set forth, the Trust and the Management Company agree as follows:
1. Shareholder and Shareholders-Related Services to be Provided. The
Management Company shall provide such of the following services as are
required by the Funds, their shareholders or shareholder representatives
such as bank trust departments and registered investment advisers
("Shareholder Representatives");
(a) Direct administrative and shareholder services, consisting of:
(i) processing and/or coordinating Fund share purchase and redemption
requests transmitted or delivered to the office of the Management
Company;
(ii) coordinating and implementing bank-to-bank wire transfers in
connection with Fund share purchases and redemptions;
(iii)executing orders under any offer of exchange offered by the
Trust involving concurrent purchases and redemptions of shares of
a Fund or shares of another Fund;
(iv) responding to telephonic and in-person inquiries from
shareholders or Shareholder Representatives requiring information
regarding matters such as shareholder account or transaction
status, net asset value of Fund shares, Fund performance, Fund
services, plans and options, Fund investment policies, Fund
portfolio holdings and Fund distributions and taxation thereof;
(v) dealing with complaints and correspondence from shareholders or
Shareholder Representatives directed to or brought to the
attention of the Management Company;
(vi) performing sub-accounting for shareholders of record who hold
their shares for the benefit of other beneficial owners,
including establishing and maintaining accounts and records (such
as back-up withholding and tax identification number
certifications) for such beneficial owners, including combined
statements showing such beneficial owners holdings in all Funds
combined.
(b) Such other shareholder and shareholder-related services, whether
similar to or different from those described in Subparagraph (a) and
this Subparagraph (b), each of this Paragraph 1, as the parties may
from time to time agree in writing.
2. Other Services to be Provided. The Management Company shall provide such
other services required by the Trust as the parties may from time to time
agree in writing are appropriate to be provided under this Agreement. In
the event that the Management Company provides any services to the Trust,
or pays or assumes any Trust expense, which the Management Company is not
obligated to provide, pay or assume under this Agreement, the Management
Company shall not be obligated hereby to provide the same of any similar
service to the Trust or to pay or assume the same or any similar Trust
expense in the future; provided, that nothing herein contained shall be
deemed to relieve the Management Company of any obligation to the Trust or
a Fund under any separate agreement or arrangement between the parties.
3. Shareholder Servicing Fees. As compensation for all services provided and
expenses paid or assumed by the Management Company under this Agreement,
the Funds shall pay the Management Company a monthly fee at an annual rate,
as listed in Schedule A, of the average daily net assets of the Funds.
4. Manner of Providing Services. The Management Company may provide services
under this Agreement through its own personnel or by purchasing such
services from a third party. If a third party is retained to provide
services, any fees payable to such third party shall be paid by the
Management Company.
5. Trust Ownership of Records. All records required to be maintained and
preserved by the Trust pursuant to the provisions or rules or regulations
of the Securities and Exchange Commission under Section 31(a) of the Act
and maintained and preserved by the Management Company in connection with
the performance of its obligations hereunder, are the property of the Trust
and shall be surrendered by the Management Company promptly on request by
the Trust; provided, that the Management Company may at its own expense,
make and retain copies of any such records.
6. Confidentiality. The Management Company agrees, on its own behalf and on
behalf of its employees, agents and contractors, to keep confidential any
and all records maintained and other information obtained hereunder which
relates to the Trust or to any of the Trust's former, current or
prospective shareholders, except that the Management Company may deliver
records or divulge information when requested to do so by duly constituted
authorities after prior notification to, and approval in writing by, the
Trust (which approval will not be unreasonably withheld and may not be
withheld by the Trust where the Management Company advises the Trust that
it may be exposed to civil or criminal contempt proceedings or other
penalties for failure to comply with such request) or whenever requested in
writing to do so by the Trust.
7. Services to Other Clients. Nothing herein contained shall limit the freedom
of the Management Company or any affiliated person of the Management
Company to render services of the types contemplated hereby to other
persons, firms or corporations, including but not limited to other
investment companies, or to engage in other business activities.
8. Management Company Actions in Reliance on Trust Instructions, Legal
Opinions, Etc; Trust Compliance with Law.
(a) The Management Company may at any time apply to an officer of the
Trust for instructions, and may consult with legal counsel for the Trust or
with the Management Company's own legal counsel, in respect of any matter
arising in connection with this Agreement; and the Management Company shall
not be liable for any actions taken or omitted to be taken in good faith
and with due care in accordance with such instructions or with the advice
or opinion of such legal counsel. The Management Company shall be protected
in acting upon any such instructions, advice or opinion and upon any other
paper or document delivered by the Trust or such legal counsel which the
Management Company believes to be genuine and to have been signed by the
proper person or persons, and the Management Company shall not be held to
have notice of any change of status or authority of any officer or
representative of the Trust, until receipt of written notice thereof from
the Trust.
(b) Except as otherwise provided in this Agreement or in any separate
agreement between the parties and except for the accuracy of information
furnished to the Trust by the Management Company, the Trust assumes full
responsibility for the preparation, contents, filing and distribution of
its Prospectus and Statement of Additional Information, and full
responsibility for other documents or actions required for compliance with
all applicable requirements of the Act, the Securities Exchange Act of
1934, the Securities Act of 1933, and any other applicable laws, rules and
regulations of governmental authorities having jurisdiction over the Trust.
9. Liability of Management Company. The Management Company shall not be liable
to the Fund or the Trust for any action taken or omitted to be taken by the
Management Company or its employees, agents or contractors in carrying out
the provisions of this Agreement if such action was taken or omitted in
good faith and without negligence or misconduct on the part of the
Management Company, or its employees, agents or contractors.
10. Indemnification by Trust. The Trust shall indemnify the Management Company
and hold it harmless from and against any and all losses, damages and
expenses, including reasonable attorneys' fees and expenses, incurred by
the Management Company which result from: (i) any claim, action, suit, or
proceeding in connection with the Management Company's entry into or
performance of this Agreement; or (ii) any action taken or omission to act
committed by the Management Company in the performance of its obligations
hereunder; or (iii) any action of the Management Company taken upon
instructions believed in good faith by it to have been executed by a duly
authorized officer or representative of the Trust; provided, that the
Management Company shall not be entitled to such indemnification in respect
of actions or omissions constituting negligence or misconduct on the part
of the Management Company, or its employees, agents or contractors. Before
confessing any claim against it which may be subject to indemnification by
the Trust hereunder, the Management Company shall give the Trust reasonable
opportunity to defend against such claim in its own name or in the name of
the Management Company.
11. Indemnification by Management Company. The Management Company shall
indemnify the Trust and hold it harmless from and against any and all
losses, damages and expenses, including reasonable attorneys' fees and
expenses, incurred by the Trust which result from: (i) the Management
Company's failure to comply with the terms of this Agreement; or (ii) the
Management Company's lack of good faith in performing its obligations
hereunder; or (iii) the negligence or misconduct of the Management Company,
or its employees, agents or contractors in connection herewith. The Trust
shall not be entitled to such indemnification in respect of actions or
omissions constituting negligence or misconduct on the part of the Trust or
its employees, agents or contractors other than the Management Company,
unless such negligence or misconduct results from or is accompanied by
negligence or misconduct on the part of the Management Company, any
affiliated person of the Management Company, or any affiliated person of an
affiliated person of the Management Company. Before confessing any claim
against it which may be subject to indemnification hereunder, the Trust
shall give the Management Company reasonable opportunity to defend against
such claim in its own name or in the name of the Trust.
12. Effect of Agreement. Nothing herein contained shall be deemed to require
the Trust to take any action contrary to its Declaration of Trust or its
By-Laws or any applicable law, regulation or order to which it is subject
or by which it is bound, or to relieve or deprive the Trustees of the Trust
of their responsibility for and control of the conduct of the business and
affairs of the Trust.
13. Term of Agreement. This Agreement shall become effective as of the date
first above written and shall remain in force for two years from the date
hereof and thereafter, but only so long as such continuance is specifically
approved at least annually by (a) the Trustees of the Trust, or by the vote
of a majority of the outstanding voting securities of each relevant Fund,
and (b) concurrently with such approval by the Trustees or prior to such
approval by the holders of the outstanding voting securities of each
relevant Fund, as the case may be, by the vote of a majority of those
Trustees who are not interested persons, as defined in the Act, of the
Trust and who have no direct or indirect financial interest in the
operation of any relevant Fund's Plan, any agreement related to such Plan
or this Agreement ("Qualified Trustees"), cast in person at a meeting
called for the purpose of voting upon such approval. The Management Company
shall furnish to the Trust, promptly upon its request, such information
(including the Management Company's costs of delivering the services
provided to the Trust hereunder) as may reasonably be necessary to enable
the Trust's Trustees to evaluate the terms of this Agreement or any
extension, renewal or amendment hereof. The Management Company shall permit
the Trust and its accountants, counsel or other representatives to review
its books and records relating to the services provided hereunder at
reasonable intervals during normal business hours upon reasonable notice
requesting such review.
14. Amendment and Assignment of Agreement. This Agreement may be amended by the
parties only if such amendment is specifically approved by (a) the Trustees
of the Trust, or by the vote of a majority of the outstanding voting
securities of each relevant Fund, and (b) by the vote of a majority of the
Qualified Trustees cast in person at a meeting called for the purpose of
voting on such amendment.
15. Termination of Agreement. This Agreement may be terminated at any time with
respect to any and/or all of the Funds, without the payment of any penalty,
by a majority of the Qualified Trustees or by vote of a majority of the
outstanding voting securities of each relevant Fund, or by the Management
Company, on not more than sixty (60) days' nor less than thirty (30) days'
prior written notice to the other party; provided that, in the case of
termination by a Fund, such action shall have been authorized by resolution
of a majority of the Qualified Trustees or by vote of a majority of the
outstanding voting securities of the relevant Fund. This Agreement shall
automatically terminate in the event of its assignment.
16. Interpretation and Definition of Terms. Any question of interpretation of
any term or provision of this Agreement having a counterpart in or
otherwise derived from a term or provision of the Act shall be resolved by
reference to such term or provision of the Act and to interpretation
thereof, if any, by the United States courts or, in the absence of any
controlling decision of any such court, by rules, regulations or orders of
the Securities and Exchange Commission (the "Commission") validly issued
pursuant to the Act. Specifically, the terms "interested persons,"
"assignment" and "affiliated person," as used in this Agreement, shall have
the meanings assigned to them by Section 2(a) of the Act. In addition, when
the effect of a requirement of the Act reflected in any provision of this
Agreement is modified, interpreted or relaxed by a rule, regulation or
order of the Commission, whether of special or of general application, such
provision shall be deemed to incorporate the effect of such rule,
regulation or order. The Trust and the Management Company may from time to
time agree on such provisions interpreting or clarifying the provisions of
this Agreement as, in their joint opinion, are consistent with the general
tenor of this Agreement and with the specific provisions of this Paragraph
16. Any such interpretations or clarifications shall be in writing signed
by the parties and annexed hereto, but no such interpretation or
clarification shall be effective if in contravention of any applicable
federal or state law or regulations, and no such interpretation or
clarification shall be deemed to be an amendment of this Agreement.
17. Captions. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
18. Execution in Counterparts. This Agreement may be executed simultaneously in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
19. Choice of Law. Except insofar as the Act or other federal laws and
regulations may be controlling, this Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State
of California.
20. Limitation of Liability. The parties expressly agree that the obligations
of the Trust hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the Trust
personally, but shall bind only the Trust estate, as provided in the
Trust's Declaration of Trust. Any authorization by the Trustees or
shareholders of this Trust, acting as such, to execute or deliver this
Agreement or both, shall not be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but
shall bind only the Trust Estate as provided in the Trust's Declaration of
Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective officers thereunto duly authorized as of the day and year
first above written.
PROVIDENT INVESTMENT COUNSEL
By:
_______________________.
Name:
Title
ADVISORS SERIES TRUST on behalf of Provident Investment Counsel
Small Cap Growth Fund,
Provident Investment Counsel Twenty Fund
By:
_______________________.
Name:
Title
