ADVISORS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
THIS OPERATING EXPENSES LIMITATION
AGREEMENT (the “Agreement”) is effective as of December 29, 2009 by and between
ADVISORS SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of
each series listed in Appendix A as attached hereto, each a series of the Trust,
and the investment adviser of the Fund(s), Poplar Forest Capital, LLC (the
“Adviser”).
WITNESSETH:
WHEREAS, the Adviser renders advice and
services to the Fund(s) pursuant to the terms and provisions of an Investment
Advisory Agreement between the Trust and the Adviser dated December 29, 2009
(the “Investment Advisory Agreement”); and
WHEREAS, each Fund is responsible for,
and has assumed the obligation for, payment of certain expenses pursuant to the
Investment Advisory Agreement that have not been assumed by the Adviser;
and
WHEREAS, the Adviser desires to limit
each 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 Funds) desires to allow the Adviser to implement those
limits;
NOW THEREFORE, in consideration of the
covenants and the mutual promises hereinafter set forth, the parties, intended
to be legally bound hereby, mutually agree as follows:
1. Limit on Operating
Expenses. The Adviser hereby agrees to limit each 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”) with respect to each Fund and each Class. In the
event that the current Operating Expenses, as accrued each month, exceed its
Annual Limit, the Adviser will pay to the Fund Class, 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 a Fund
and Class is defined to include all expenses necessary or appropriate for the
operation of a Fund, including the Adviser’s Investment Advisory or management
fee detailed in the Investment Advisory Agreement, any Rule 12b-1 fees and other
expenses described in the Investment Advisory 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 Adviser 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 Advisory 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 the Funds, upon sixty (60)
days’ written notice to the Adviser. This Agreement may not be
terminated by the Adviser without the consent of the Board of Trustees of the
Trust, which consent will not be unreasonably withheld. This
Agreement will automatically terminate, with respect to each Fund listed in
Appendix A, if the Investment Advisory Agreement for that Fund is terminated,
with such termination effective upon the effective date of the Investment
Advisory 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 Delaware 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.
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POPLAR
FOREST CAPITAL, LLC
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By: /s/ Xxxxxxx X.
Xxxx
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By: /s/ J. Xxxx
Xxxxxx
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Print
Name: Xxxxxxx X. Xxxx
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Print
Name: J. Xxxx Xxxxxx
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Title: President
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Title: CEO
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Appendix
A
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Fund and Share Class
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Operating Expense Limit
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Poplar
Forest Partners Fund, Class A
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1.25%
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Poplar
Forest Partners Fund, Institutional Class
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1.00%
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