ADVISORS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
THIS
OPERATING EXPENSES LIMITATION
AGREEMENT (the “Agreement”) is effective as of December 22, 2004 by and between
ADVISORS SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of
the High Pointe Small Cap Equity Fund and High Pointe Select Value
Fund (the “Funds”), each a series of the Trust, and the Advisor of the
Funds, High Pointe Capital Management. LLC (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 22, 2004
(the “Investment Advisory Agreement”); and
WHEREAS,
the Funds are 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
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 each 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 the
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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HIGH
POINTE CAPITAL MANAGEMENT. LLC
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By:
/s/Xxxx
Xxxxxxx
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By:
/s/Xxxxxx
Xxxxxxx
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Print
Name: Xxxx
Xxxxxxx
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Print
Name: Xxxxxx
Xxxxxxx
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Title: President
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Title:
President
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Appendix
A
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Fund
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Operating
Expense Limit
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High
Pointe Small Cap Equity Fund
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1.15%
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High
Pointe Select Value Fund
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1.00%
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