ADVISORS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
THIS
OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of
January 1, 2001, by and between ADVISORS SERIES TRUST, a Delaware business trust
(the “Trust”), on behalf of the Xxxxx Xxxxx Value Fund (the “Fund”), a series of
the Trust and the Advisor of such Fund, The Xxxxx Xxxxx Company (the
“Advisor”).
WITNESSETH:
WHEREAS,
the Advisor renders advice and services to the Fund pursuant to the terms and
provisions of an Investment Management Agreement between the Trust and the
Advisor dated September 26, 1997 (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 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
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-1 fees and
other expenses described in the Investment Management 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
Investment Management Agreement.
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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 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. 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, as amended 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.
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The
Xxxxx Xxxxx Company
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By:
/s/ Xxxxxx X. Xxxxxxxx
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By:
/s/ Xxxxxxx X. Xxxxxx
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Print
Name: Xxxxxx X. Xxxxxxxx
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Print
Name: Xxxxxxx X. Xxxxxx
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Title: Vice
President
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Title:
V.P. of Investment Operations
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Appendix
A
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Fund
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Operating Expense Limit
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Xxxxx
Xxxxx Value Fund
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1.23%
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