AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
AMENDMENT
NO. 1 TO THE
This
Amendment No. 1 (this “Amendment”) is made as of June 7, 1999 by and between
ADVISORS SERIES TRUST, a Delaware business trust (the “Trust”), on behalf of the
following series of the Trust, Xxxxx Xxxxx Value Fund (the “Fund”) and The Xxxxx
Xxxxx Company, a Delaware corporation (the “Advisor”).
RECITALS
WHEREAS,
the Trust and the Advisor desire to amend the Investment Advisory Agreement
made
between them on September 26, 1997 (the “Amendment”) to conform with current
guidance from the Securities and Exchange Commission Staff regarding the
recapture of investment advisory fees waived and expenses reimbursed by the
advisor to a fund.
WHEREAS,
disinterested Trustees of the Trust and the full Board of Trustees have
separately approved this Amendment in person at a regular quarterly meeting
of
the Board of Trustees on June 7, 1999.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing premises, and for other good and
valuation consideration, the receipt and sufficiency of which is hereby
acknowledged, he parties agree as follows:
1. Amendment
of Section 7(f)
Section
7(f) of the Agreement hereby amended and replaced in its entirety
with:
“(f)
Any such reductions made by the Advisor in its fees or payment of expenses
which
are the Fund’s obligation are subject to reimbursement by the Fund to the
Advisor, if so requested by the Advisor, in subsequent fiscal years if the
aggregate amount actually paid by the Fund toward the operating expenses for
such fiscal year (taking into account the reimbursement) does not exceed the
applicable limitation on Fund expenses. The Advisor is permitted to
be reimbursed only for fee reductions and expense payments made in the previous
three fiscal years, but is permitted to look back five years and four years,
respectively, during the initial six years and seventh year of the Fund’s
operations. Any such reimbursement is also contingent upon Board of
Trustees review and approval at time the reimbursement is made. Such
reimbursement may not be paid prior to the Fund’s payment of current ordinary
operating expenses.”
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2.
No Other
Modifications
Except
as set forth in this Amendment,
the Agreement remains unmodified and in full force and effect.
IN
WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their duly authorized
officers, all on the day and year first above written.
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THE
XXXXX XXXXX COMPANY
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on
behalf of the
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Xxxxx
Xxxxx Value Fund
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By: /s/
Xxxxxx X. Xxxxxxxxx
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By: /s/
Xxxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Name:
Xxxxxxx X. Xxxxxx
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Title: Vice
President
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Title: Vice
President of Investment Operations
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