ADVISORS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
THIS OPERATING EXPENSES LIMITATION
AGREEMENT (the “Agreement”) is effective as of the 1st day of April,
2009, by and between Advisors Series Trust, a Delaware statutory trust (the
“Trust”), on behalf of The Xxxxxx Fund (the “Fund”), a series of the Trust, and
the investment advisor of the Fund, First Associated Investment Advisors, Inc.,
a Minnesota corporation (the “Advisor”), and supersedes the Operating Expenses
Limitation Agreement dated April 1, 2002.
WITNESSETH:
WHEREAS, the Advisor renders
advice and services to the Fund pursuant to the terms and provisions of an
Investment Advisory Agreement between the Trust and the Advisor dated as of the
11th
day of March 2002, (the “Investment Advisory Agreement”); and
WHEREAS, the 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 the 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 Fund) desires to allow the Advisor to implement
those limits; and
WHEREAS, the Advisor further
desires to reduce the Advisor’s management fee by the amount of any Rule 12b-1
fees received from Askar Corp. from transactions involving the Fund, and the
Trust (on behalf of the Fund) desires to allow the Advisor to implement this
reduction;
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.
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LIMIT ON OPERATING
EXPENSES. The Advisor hereby agrees to limit the Fund’s
current Operating Expenses to an annual rate, expressed as a percentage of
the average annual net assets to the amount listed in Appendix A (the
“Annual Limit”). In the event that the current Operating
Expenses of the Fund, as accrued each month, exceed its Annual Limit, the
Advisor will pay to the Fund, on a monthly basis, the excess expense
within 30 days of being notified that an excess expense payment is
due. In addition, the Advisor agrees to reduce the Advisor’s
management fee, whether or not the Annual Limit has been exceeded, by the
amount of any Rule 12b-1 fees received from Askar Corp. from transactions
involving the Fund (the “Rule 12b-1 fee reduction”). The
Advisor will pay to the Fund, on a monthly basis, the amount of any Rule
12b-1 fee reduction.
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2.
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DEFINITION. For
purposes of this Agreement, the term “Operating Expenses” with respect to
the Fund, is defined to include all expenses necessary or appropriate for
the operation of the 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, acquired fund fees and expenses, taxes, leverage interest,
brokerage commissions, expenses incurred in connection with any merger or
reorganization, or extraordinary expenses such as
litigation.
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3.
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REIMBURSEMENT OF FEES AND
EXPENSES. With respect to the Annual Limit, 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. With respect to the Rule 12b-1 fee reduction, the
Advisor does not retain a right to receive reimbursement of any reduction
in the management fee.
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4.
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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.
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5.
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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 Fund,
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 if the Investment Advisory
Agreement is terminated, with such termination effective upon the
effective date of the Investment Advisory Agreement’s
termination.
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6.
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ASSIGNMENT. This
Agreement and all rights and obligations hereunder may not be assigned
without the written consent of the other
party.
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7.
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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.
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8.
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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, and the Investment Advisers Act of 1940, and any rules and
regulations promulgated thereunder.
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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
The
Xxxxxx Fund
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FIRST
ASSOCIATED INVESTMENT ADVISORS, INC.
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By: /s/
Xxxxxxx X. Xxxx
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By: /s/
Xxxxxx X. Xxxxxx
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Name: Xxxxxxx
X. Xxxx
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Name: Xxxxxx
X. Xxxxxx
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Title: President
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Title:
President
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Appendix
A
Series or Fund of Advisors Series
Trust
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Operating Expense Limit
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The
Xxxxxx Fund
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2.50%,
plus a reduction of the management fee in the amount of any Rule 12b-1
fees received from Askar Corp. from transactions involving the
Fund
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