ADVISORS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
THIS OPERATING EXPENSES LIMITATION
AGREEMENT (the “Agreement”) is effective as of September 10, 2004 by and
between ADVISORS SERIES TRUST, a Delaware business trust (the “Trust”), on
behalf of The Xx Xxxxx Dividend Value Fund (the “Fund”), a series of the Trust
and the Advisor of such Fund, Xx Xxxxx Asset Management,
Inc. (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 10, 2004 (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 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 patties, 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.
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 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 the Investment Advisers 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.
|
Xx
Xxxxx Asset Management, Inc.
|
|
|
By: /s/ Xxxx X.
Xxxxxxx
Print
name: Xxxx X.
Xxxxxxx
Title:
President
|
By:
/s/ Xxxxx
Xxxx
Print
name: Xxxxx
Xxxx
Title:
CFO,
CCO
|
Appendix
A
|
Fund
|
Operating Expense
Limit
|
|
The
Xx Xxxxx Dividend Value Fund
|
|
|
Investor
Class
|
1.98%
|
|
Advisor
Class
|
1.73%
|
