ADVISORS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
THIS OPERATING EXPENSES LIMITATION
AGREEMENT (the “Agreement”) is effective as of March 23, 2010 by and between
ADVISORS SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of
each series listed in Appendix A as attached hereto (which may have multiple
classes (each a “Class”)), each a series of the Trust (each a “Fund”), and the
investment adviser of the Fund(s), Xxxxxxx Capital Management, Inc. (the
“Advisor”).
WITNESSETH:
WHEREAS, the Advisor renders advice and
services to the Fund(s) pursuant to the terms and provisions of an Investment
Advisory Agreement between the Trust and the Advisor dated March ___, 2010 (the
“Investment Advisory Agreement”); and
WHEREAS, pursuant to the Investment
Advisory Agreement, each Fund is responsible for, and has assumed the obligation
for, payment of all expenses that have not been assumed by the Advisor
thereunder; and
WHEREAS, the Advisor desires to limit
each Fund’s Operating Expenses for the Expense Limitation Period (as each 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(s)) 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:
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1.
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Limit on Operating
Expenses.
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a. The
Advisor hereby agrees to limit during the Expense Limitation Period each Fund’s
Operating Expenses for each Class of its shares to an annual rate, expressed as
a percentage of the Fund’s average annual net assets of such Class, to the
amounts listed in Appendix A (the
“Annual Limits”) by (i) waiving all or a portion of the Advisor’s investment
advisory fee payable pursuant to the Investment Advisory Agreement and (ii) to
the extent such fee waiver by itself is insufficient, reimbursing the Fund all
or a portion of such expenses 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 with respect to the Fund and each Class of shares
thereof:
a. the term
“Operating Expenses” with respect to a Fund and Class is defined to include all
expenses, but excluding any front-end or contingent deferred loads, redemption
fees, taxes, leverage interest, brokerage fees (including commissions, markups
and markdowns), acquired fund fees and expenses (within the meaning of Item 3 of
Form N-1A in effect on the date hereof), annual account fees for margin
accounts, foreign tax withholdings, expenses incurred in connection with any
merger or reorganization, extraordinary expenses under generally accepted
accounting principles (including, without limitation, litigation expenses and
costs);
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b. The term
“Expense Limitation Period” is defined as the period of time commencing on the
date the initial Prospectus becomes effective under the Securities Act, through
the fourth (4th)
month following the Fund’s fiscal year end, and each subsequent one (1) year
period for which this Agreement automatically is renewed pursuant to Paragraph 4
hereof.
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 hereof and shall remain in effect
through the end of the Expense Limitation Period, and shall automatically renew
for an additional one (1) year period following the end of an Expense Limitation
Period, 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 be terminated
by the Advisor, effective at the end of its then current term, without payment
of any penalty upon at least sixty (60) days written notice prior to the end of
any Expense Limitation Period. This Agreement will automatically
terminate, with respect to each Fund or Class 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 or Class. The termination of this Agreement
shall not affect any obligation of a party that has accrued or is outstanding
prior to such 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, as amended and the
Investment Advisers Act of 1940, as amended and any rules and regulations
promulgated thereunder.
9. Entire
Agreement. This Agreement, including its appendices and
schedules (each of which is incorporated herein and made a part hereof by these
references), represents the entire agreement and understanding of the parties
hereto, and shall supersede any prior agreements.
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorized officers, all on the day and year first above
written.
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XXXXXXX
CAPITAL MANAGEMENT, INC.
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By:
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/s/ Xxxx Xxxx |
By:
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/s/ Xxxx Xxxxxxx | |
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Name:
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Xxxx Xxxx |
Name:
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Xxxx Xxxxxxx | |
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Title:
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President |
Title:
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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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Xxxxxxx
Tactical Return Fund, Class A
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1.75%
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Xxxxxxx
Tactical Return Fund, Class C
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2.50%
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