SHARE MARKETING PLAN
(Rule 12b-1 Plan)
This Share Marketing Plan (the "Plan") is adopted in accordance with
Rule 12b-1 (the "Rule") under the Investment Company Act of 1940, as amended
(the "Act"), by ADVISORS SERIES TRUST, a Delaware business trust (the "Trust"),
on behalf of its series, the Van Deventar & Hoch American Value Fund (the
"Fund"). The Plan has been approved by a majority vote of the Trust's Board of
Trustees, including a majority vote of the Trustees who are not "interested
persons" of the Trust and who have no direct or indirect financial interest in
the operation of the Plan (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on the Plan.
In reviewing the Plan, the Board of Trustees considered the proposed
range and nature of payments and terms of the Investment Advisory Agreement
between the Trust on behalf of the Fund and Van Deventer & Hoch (the "Adviser")
and the nature and amount of other payments, fees and commissions that may be
paid to the Adviser, its affiliates and other agents of the Trust. The Board of
Trustees, including the Independent Trustees, concluded that the proposed
overall compensation to the Adviser and its affiliates is fair and not
excessive.
In its considerations, the Board of Trustees also recognized that
uncertainty may exist from time to time with respect to whether payments to be
made by the Trust to the Adviser, as the initial "distribution coordinator," or
other firms under agreements with respect to the Fund may be deemed to
constitute impermissible distribution expenses. As a general rule, an investment
company may not finance any activity primarily intended to result in the sale of
its shares, except pursuant to the Rule. Accordingly, the Board of Trustees
determined that the Plan also should provide that payments by the Trust and
expenditures made by others out of monies received from the Trust which are
later deemed to be for the financing of any activity primarily intended to
result in the sale of shares of the Fund shall be deemed to have been made
pursuant to the Plan.
The approval of the Board of Trustees included a determination that in
the exercise of the Trustees' reasonable business judgment and in light of their
fiduciary duties, there is a reasonable likelihood that the Plan will benefit
the Trust, the Fund to which the Plan applies, and shareholders of the Fund.
The provisions of the Plan are:
1. ANNUAL FEE. The Trust will pay to Adviser, as the Fund's distribution
coordinator, an annual fee for the Adviser's services in such capacity,
including its expenses in connection with the promotion and distribution of
the Fund's shares and related shareholder servicing (collectively,
"Distribution Expenses"). The annual fee paid to Adviser under the Plan
will be calculated daily and paid monthly by the Fund on the first day of
each month based on the average daily net assets of the Fund, as follows:
an annual rate of up to 0.25%
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2. DISTRIBUTION EXPENSES IN EXCESS OF OR LESS THAN AMOUNT OF FEE. All
Distribution Expenses in excess of the fee rates provided for in this Plan
may be carried forward and resubmitted in a subsequent fiscal year provided
that (i) Distribution Expenses cannot be carried forward for more than
three years following initial submission; and (ii) the Trust's Board of
Trustees has made a determination at the time of initial submission that
the Distribution Expenses are appropriate to be reimbursed. The fees paid
by the Trust on behalf of the Fund shall be refundable if in any given year
the fees are greater than the Distribution Expenses for that year.
Distribution Expenses will be paid on a first-in, first-out basis.
3. EXPENSES COVERED BY THE PLAN. The fee paid under Section 1 of the Plan may
be used to pay for any expenses primarily intended to result in the sale of
the Fund's shares ("distribution services"), including, but not limited to:
(a) costs of payments, including incentive compensation, made to agents for
and consultants to the Adviser, any affiliate of the Adviser or the Trust,
including pension administration firms that provide distribution and
shareholder related services and broker-dealers that engage in the
distribution of shares of the Fund; (b) payments made to, and expenses of,
persons who provide support services in connection with the distribution of
shares of the Fund and servicing of shareholders of the Fund, including,
but not limited to, personnel of the Adviser, office space and equipment,
telephone facilities, answering routine inquiries regarding the Fund,
processing shareholder transactions and providing any other shareholder
services not otherwise provided by the Trust's transfer agency or other
servicing arrangements; (c) all payments made pursuant to the form of
Distribution Agreement attached hereto as Exhibit A; (d) costs relating to
the formulation and implementation of marketing and promotional ------- -
activities, including, but not limited to, direct mail promotions and
television, radio, newspaper, magazine and other mass media advertising;
(e) costs of printing and distributing prospectuses, statements of
additional information and reports of the Fund to prospective shareholders
of the Fund; (f) costs involved in preparing, printing and distributing
sales literature pertaining to the Fund; and (g) costs involved in
obtaining whatever information, analyses and reports with respect to
marketing and promotional activities that the Trust may, from time to time,
deem advisable. These expenses shall be deemed incurred whether paid
directly by the Adviser as distribution coordinator or by a third party to
the extent reimbursed therefor by the Adviser.
4. WRITTEN REPORTS. The Adviser shall furnish to the Board of Trustees of the
Trust, for its review, on a quarterly basis, a written report of the monies
paid to it under the Plan with respect to the Fund, and shall furnish the
Board of Trustees of the Trust with such other information as the Board of
Trustees may reasonably request in connection with the payments made under
the Plan in order to enable the Board of Trustees to make an informed
determination of whether the Plan should be continued as to the Fund.
5. TERMINATION. The Plan may be terminated as to the Fund at any time, without
penalty, by vote of a majority of the outstanding voting securities of the
Fund or by the vote of a majority of the Independent Trustees, and any
Distribution Agreement under the Plan may be likewise terminated on not
more than sixty (60) days' written notice. Once terminated, no further
payments shall be made under the Plan notwithstanding the existence of any
unreimbursed current or carried forward Distribution Expenses.
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6. AMENDMENTS. The Plan and any Distribution Agreement may not be amended to
materially increase the amount to be spent for distribution and servicing
of the Fund shares pursuant to Section 1 hereof without approval by a
majority of the outstanding voting securities of the Fund. All material
amendments to the Plan and any Distribution Agreement entered into with
third parties shall be approved by the Independent Trustees by votes cast
in person at a meeting called for the purpose of voting on any such
amendment. The Adviser may assign its responsibilities and liabilities
under the Plan to another party who agrees to act as "distribution
coordinator" for the Trust with the consent of a majority of the
Independent Trustees.
7. SELECTION OF INDEPENDENT TRUSTEES. So long as the Plan is in effect, the
selection and nomination of the Trust's Independent Trustees shall be
committed to the discretion of such Independent Board of Trustees.
8. EFFECTIVE DATE OF PLAN. The Plan shall take effect at such time as it has
received requisite Trustee approval and, unless sooner terminated, shall
continue in effect for a period of more than one year from the date of its
execution only so long as such continuance is specifically approved at
least annually by the Board of Trustees of the Trust, including the
approval by a majority vote of the Independent Trustees, cast in person at
a meeting called for the purpose of voting on such continuance.
9. PRESERVATION OF MATERIALS. The Trust will preserve copies of the Plan, any
agreements relating to the Plan and any report made pursuant to Section 5
above, for a period of not less than six years (the first two years in an
easily accessible place) from the date of the Plan, agreement or report.
10. MEANINGS OF CERTAIN TERMS. As used in the Plan, the terms "interested
person" and "majority of the outstanding voting securities" will be deemed
to have the same meaning that those terms have under the Act and the rules
and regulations under the Act, subject to any exemption that may be granted
to the Trust under the Act by the Securities and Exchange Commission.
This Plan and the terms and provisions thereof are hereby accepted and
agreed to by the Trust and Adviser, as distribution coordinator, as evidenced by
their execution hereof, as of this __ day of May 2000.
ADVISORS SERIES TRUST
By:
Title:
VAN DEVENTER & HOCH
as Distribution Coordinator
By:
Title:
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EXHIBIT A
ADVISORS SERIES TRUST
Share Marketing Agreement
EXHIBIT ONLY
Ladies and Gentlemen:
This Share Marketing Agreement has been adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the "Act"), by ADVISORS
SERIES TRUST, a Delaware business trust (the "Trust"), on behalf of its series,
the Van Deventar & Hoch American Value Fund, the "Fund", as governed by the
terms of a Share Marketing Plan (The "Rule 12b-1 Plan" or the "Plan").
The Plan has been approved by a majority vote of the Trustees who are
not interested persons of the Trust or the Fund and who have no direct or
indirect financial interest in the operation of the Plan (the "Independent
Trustees"), cast in person at a meeting called for the purpose of voting on such
Plan. Such approval included a determination that in the exercise of the
reasonable business judgment of the Board of Trustees and in light of the
Trustees' fiduciary duties, there is a reasonable likelihood that the Plan will
benefit the Fund and its shareholders.
1. To the extent you provide eligible shareholder services of the type
identified in the Plan, to the Fund, we shall pay you a monthly fee based on the
average net asset value of Fund shares during any month which are attributable
to customers of your firm, at the rate of ___% of average daily net assets.
2. In no event may the aggregate annual fee paid to you exceeds [____]
percent of the value of the net assets of the Fund held in your customers'
accounts which are eligible for payment pursuant to this Agreement (determined
in the same manner as the Fund uses to compute its net assets as set forth in
its then effective Prospectus), without approval by a majority of the
outstanding shares of the Fund.
3. You shall furnish us and the Trust with such information as shall
reasonably be requested by the Trust's Board of Trustees with respect to the
services performed by you and the fees paid to you.
4. We shall furnish to the Board of Trustees of the Trust, for its
review, on a quarterly basis, a written report of the amounts expended under the
Plan by us with respect to the Fund and the purposes for which such expenditures
were made.
5. You agree to make shares of the Fund available only (a) to your
customers or entities that you service at the net asset value per share next
determined after receipt of the relevant purchase instruction or (b) to the Fund
itself at the redemption price for shares, as described in the Fund's
then-effective Prospectus.
6. No person is authorized to make any representations concerning a
Fund or shares of a Fund except those contained in the Fund's then-effective
Prospectus or Statement of Additional Information and any such information as
may be released by the Fund as information supplemental to such Prospectus or
Statement of Additional Information.
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7. Additional copies of each such Prospectus or Statement of Additional
Information and any printed information issued as supplemental to each such
Prospectus or Statement of Additional Information will be supplied by the Fund
to you in reasonable quantities upon request.
8. In no transaction shall you have any authority whatever to act as
agent of the Fund and nothing in this Agreement shall constitute you, or the
Fund, the agent of the other. You are not authorized to act as an underwriter of
shares of the Fund or as a dealer in shares of the Fund.
9. All communications to the Fund shall be sent to: Van Deventer &
Hoch, 800 North Brand Boulevard, Suite 800, Glendale, California 91203, as
Distribution Coordinator for the Fund. Any notice to you shall be duly given if
mailed or telegraphed to you at your address as indicated in this Agreement.
10. This Agreement may be terminated by us or by you, by the vote of a
majority of the Trustees of the Trust who are Independent Trustees, or by a vote
of a majority of the outstanding shares of the Fund, on sixty (60) days' written
notice, all without payment of any penalty. It shall also be terminated
automatically by any act that terminates the Plan.
11. The provisions of the Plan between the Trust and us, insofar as
they relate to you, are incorporated herein by reference.
This Agreement shall take effect on the date indicated below, and the
terms and provisions thereof are hereby accepted and agreed to by us as
evidenced by our execution hereof.
VAN DEVENTER & HOCH,
Distribution Coordinator
By: EXHIBIT ONLY
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Authorized Officer
Dated:
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Agreed and Accepted:
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