ADVISORS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
THIS
OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of
September 29, 2006, by and between ADVISORS SERIES TRUST, a Delaware statutory
trust (the “Trust”), on behalf of the Phocas Real Estate Fund and Phocas Small
Cap Value Fund (the “Funds”), each a series of the Trust, and the Advisor of the
Funds, Phocas Financial Corporation (the “Advisor”).
WITNESSETH:
WHEREAS,
the Advisor renders advice and services to the Funds pursuant to the terms
and
provisions of an Investment Advisory Agreement between the Trust and the Advisor
dated September 29, 2006 (the “Investment Advisory Agreement”); and
WHEREAS,
the Funds are responsible for, and have 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 Funds’ 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
Advisor 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 Advisor hereby agrees to limit the Funds’ current Operating Expenses to an
annual rate, expressed as a percentage of the Funds’ 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 Advisor 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
each Fund and Class is defined to include all expenses necessary or appropriate
for the operation of the Funds, 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 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, which consent will not be unreasonably withheld. This Agreement will
automatically terminate, with respect to the Funds 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 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.
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PHOCAS
FINANCIAL CORPORATION
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|
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By:
/s/
Xxxxxxx X.
Xxxx
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By:
/s/Xxxxxxx
Xxxxxx
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Print
Name: Xxxxxxx
X.
Xxxx
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Print
Name: Xxxxxxx
Xxxxxx
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Title:
Treasurer
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Title:
CEO
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Appendix
A
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Fund
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Operating
Expense Limit
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Phocas
Real Estate Fund
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1.50%
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Phocas
Small Cap Value Fund
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1.50%
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