ADVISORS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
THIS
OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the
29th day of, June 2006, by and between Advisors Series Trust, a Delaware
statutory trust (the “Trust”), on behalf of the Sincere Advisor Small Cap Fund
(the “Fund”), a series of the Trust, and the manager of the Fund, Sincere
Investment Management, LLC (the “Manager”).
WITNESSETH:
WHEREAS,
the Manager renders creation, management and marketing services to the Fund
pursuant to the terms and provisions of an Investment Management Agreement
between the Trust and the Manager dated as of the 29th day of June 2006,
(the
“Management Agreement”); and
WHEREAS,
the Fund, is responsible for, and has assumed the obligation for, payment
of
certain expenses pursuant to the Management Agreement that have not been
assumed
by the Manager; and
WHEREAS,
the Manager 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
Manager 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 Manager 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 Manager 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 Manager’s management fee detailed in the
Management Agreement, any Rule 12b-1 fees and other expenses described in
the
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 Manager 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 management fee under the 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 the Fund, upon
sixty (60) days’ written notice to the Manager. This Agreement may not be
terminated by the Manager 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 Management Agreement is terminated, with such
termination effective upon the effective date of the Management 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 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, 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 Sincere Advisor Small Cap Fund
By: /s/ Xxxxxxx
X.
Xxxx
Print
Name: Xxxxxxx X. Xxxx
Title:
Treasurer
|
SINCERE
INVESTMENT MANAGEMENT, LLC
By:
/s/ Xxxxxxx
Sincere
Print
Name: Xxxxxxx Sincere
Title:
President
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Appendix
A
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Fund
|
Operating
Expense Limit
|
|
Sincere
Advisor Small Cap Fund
|
1.10%
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