ADVISORS SERIES TRUST AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT
AMENDED AND RESTATED
This AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT (the "Agreement") is made as of the 22nd day of March, 2018, by and between Advisors Series Trust, a Delaware statutory trust (hereinafter called the "Trust"), on behalf of the series of the Trust indicated on Schedule A, which may be amended from time to time, (each a "Fund", and together the "Funds") and Semper Capital Management, L.P., a Delaware limited partnership (hereinafter called the "Adviser").
WITNESSETH:
WHEREAS, the Adviser renders advice and services to the Funds pursuant to the terms and provisions of Investment Advisory Agreements between the Trust and the Adviser, dated March 9, 2015, with regard to the Semper Short Duration Fund and dated March 22, 2018, with regard to the Semper MBS Total Return Fund (together, the "Investment Advisory Agreement"); and
WHEREAS, the Operating Expenses Limitation Agreement dated March 9, 2015, as amended on September 18, 2015, is being amended and restated to amend the operating expense limits with regard to the Semper MBS Total Return Fund: 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, intending 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 Schedule 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/borrowing interest, interest expense, dividends paid on short sales, acquired fund fees and expenses, 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.
4. Term. This Agreement shall become effective on the date specified herein and shall remain in effect indefinitely and for an initial period of not less than two years and for subsequent periods 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 Schedule 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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on behalf of the series listed on Schedule A
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SEMPER CAPITAL MANAGEMENT, L.P.
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By: /s/ Xxxxxxx X. Xxxx
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By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: President
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Title: Chief Executive Officer
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SCHEDULE A
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Advisors Series Trust Fund and Share Class
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Operating Expense Limit as a Percentage of
Average Daily Net Assets
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Semper MBS Total Return Fund
Institutional Class
Investor Class
Class A
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0.90%
1.15%
1.15%
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Semper Short Duration Fund
Institutional Class
Investor Class
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0.60%
0.85%
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