Exhibit 99B.D.ii
ADVISORS SERIES TRUST
AMENDMENT TO THE
OPERATING EXPENSE LIMITATION AGREEMENT
UNITY FUND
This Amendment to the currently effective Operating Expense Limitation
Agreement (the "Cap Agreement") by and between Advisors Series Trust, a Delaware
business trust (the "Trust"), on behalf of Unity Fund, a series of the Trust
(the "Fund"), and the Advisor of such Fund, Liberty Bank & Trust Company (the
"Advisor"), is effective as of December 31, 2000.
WHEREAS, the Advisor renders advice and services to the Fund pursuant to
the terms and provisions of an Investment Management Agreement the Trust and the
Advisor (the "Investment Management Agreement");
WHEREAS, the Fund and each of its classes, is responsible for, and has
assumed the obligation for, payment of certain expenses pursuant to the
Investment Management Agreement, including expenses relating to the Fund's
organization; and
WHEREAS, the Advisor has agreed to limit the Fund's ordinary operating
expenses as defined and set forth in the Cap Agreement, pursuant to the terms
and provisions of the Cap Amendment; and
WHEREAS, the Advisor desires to further limit the Fund's expenses in
respect of expenses not covered by the Cap Agreement in the event the Fund is
liquidated or falls below a certain asset level, and the Trust, on behalf of the
Fund, desires to allow the Advisor to provide such limitation;
NOW THEREFORE, in consideration of the covenants and the mutual promises
set forth, the parties, intending to be legally bound hereby, mutually agree as
follows:
1. In the event that the Fund's net asset value ("NAV"), calculated in
accordance with the Fund's then current Prospectus, drops below
$100,000 or a decision is reached by the Board of Trustees of the
Trust to terminate and liquidate the Fund, based on the best interest
of the Fund and its shareholders, the Advisor shall reimburse the Fund
for the cost of all intangible assets currently on the books of the
Fund, including, without limitation, all unamortized organization
costs.
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2. In addition, in the event the Fund is terminated and liquidated, the
Advisor shall pay, on behalf of the Fund, all reasonable costs
associated with such termination and liquidation.
3. This Amendment shall become effective on the date specified herein and
shall remain in effect indefinitely, unless this Amendment and the
Agreement are terminated in accordance with the Agreement.
4. Except to the extent amended by this Amendment, the Agreement between
the Trust and the Advisor shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested by their duly authorized officers, all on the day and
year first above written.
ADVISORS SERIES TRUST LIBERTY TRUST & BANK COMPANY
/s/ Thomas Marschel /s/ Gregory M. St. Etienne
--------------------------------- ----------------------------------------
Name: Thomas Marschel Name: Gregory M. St. Etienne
Title: Vice President Title: Executive Vice President and
Chief Operating Officer
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