ADVISORS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
THIS
OPERATING EXPENSES LIMITATION
AGREEMENT (the “Agreement”) is effective as of December 28, 2007 by and between
ADVISORS SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of
each series and class listed in Appendix A, which may be amended from time
to
time, as attached hereto, each a series of the Trust, and the Advisor of the
Funds, FUNDQUEST INCORPORATED (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 December 28, 2007
(the “Investment Advisory Agreement”); and
WHEREAS,
each Fund is responsible for,
and has 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
each 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 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 each
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”) 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 a Fund
and Class is defined to include all expenses necessary or appropriate for the
operation of a Fund, 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.
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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 each Fund 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, as amended and the
Investment Advisers Act of 1940, as amended 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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FUNDQUEST
INCORPORATED
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By:
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By:
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Print
Name:
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Xxxxxxx
X. Xxxx
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Print
Name:
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Title:
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President
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Title:
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Appendix
A
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Operating
Expense Limit
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Fund
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Class
A
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Class
I
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ActivePassive
Emerging Markets Equity Fund
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1.60%
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1.35%
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ActivePassive
Global Bond Fund
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1.50%
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1.25%
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ActivePassive
High Yield Bond Fund
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1.50%
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1.25%
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ActivePassive
Intermediate Municipal Bond Fund
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1.40%
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1.15%
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ActivePassive
Intermediate Taxable Bond Fund
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1.40%
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1.15%
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ActivePassive
International Equity Fund
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1.60%
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1.35%
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ActivePassive
Large Cap Growth Fund
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1.50%
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1.25%
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ActivePassive
Large Cap Value Fund
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1.50%
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1.25%
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ActivePassive
Small/Mid Cap Growth Fund
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1.60%
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1.35%
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ActivePassive
Small/Mid Cap Value Fund
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1.60%
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1.35%
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