ADVISORS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
THIS
OPERATING EXPENSES LIMITATION AGREEMENT
(the “Agreement”) is effective as of the 30th day of November, 2006, by and
between Advisors Series Trust, a Delaware statutory trust (the “Trust”), on
behalf of Capital Advisors Growth Fund (the “Fund”), a series of the Trust, and
the Advisor of the Fund, Capital Advisors, Inc, a Delaware corporation
(the “Advisor”).
WITNESSETH:
WHEREAS,
the Advisor renders advice and services to the Fund pursuant to the terms and
provisions of an Investment Advisory Agreement between the Trust and the Advisor
dated as of the 30th day of November 2006, (the “Investment Advisory
Agreement”); and
WHEREAS,
the 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 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 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 respective 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 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 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 Advisory 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 the Fund, 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, which consent
will not be unreasonably withheld. This Agreement will automatically terminate
if the Investment Advisory Agreement is terminated, with such termination
effective upon the effective date of the Investment Advisory Agreement’s
termination.
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 California 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, and the Investment Advisers Act of 1940, 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.
|
on behalf of Capital Advisors Growth Fund
|
CAPITAL ADVISORS, INC. | |
| By: ___/s/ Xxxxxxx X. Hess_____________ | By: __/s/ Xxxxx X. Goddard____________ | |
| Name: ___Douglas G. Hess_____________ | Name: __Keith C. Goddard____________ | |
| Title: ____Treasurer__________________ | Title: ___President/CEO______________ |
Appendix
A
| Fund |
Operating
Expense Limit
|
|
|
Capital
Advisors Growth Fund
|
1.50%
|
