ADVISORS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
THIS
OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective
as of the 21st day of June, 2007, by and between Advisors Series Trust, a
Delaware statutory trust (the “Trust”), on behalf of Xxxxx Capital Equity Income
Fund and Xxxxx Capital Small Cap Value Fund (the “Funds”), each a series of the
Trust, and the investment adviser of the Funds, Xxxxx Capital Management, LLC,
a
California limited liability company (the “Adviser”).
WITNESSETH:
WHEREAS,
the Adviser renders advice and services to the Funds pursuant to the terms
and
provisions of an Investment Advisory Agreement between the Trust and the Adviser
dated as of the 21st day of June 2007, (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 Adviser; and
WHEREAS,
the Adviser 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
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
the Funds’ 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 Funds, as accrued each month, exceed their Annual
Limit, the Adviser will pay to the Funds, 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
Funds, is defined to include all expenses necessary or appropriate for the
operation of the Funds, 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
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 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 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 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
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 the
Xxxxx
Capital Equity Income Fund
Xxxxx
Capital Small Cap Value Fund
|
XXXXX
CAPITAL MANAGEMENT, LLC
|
|
By: /s/Xxxxxxx
X.
Xxxx
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By: /s/Xxx
Xxxxx
|
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Name: Xxxxxxx
X.
Xxxx
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Name: Xxx
Xxxxx
|
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Title: Treasurer
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Title: Chief
Executive
Officer
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Appendix
A
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Fund
|
Operating
Expense Limit
|
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Xxxxx
Capital Equity Income Fund
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1.49%
|
|
Xxxxx
Capital Small Cap Value Fund
|
1.99%
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