ADVISORS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
THIS
OPERATING EXPENSES LIMITATION
AGREEMENT (the “Agreement”) is effective as of the 1st
day of
November, 2003, by and between Advisors Series Trust, a Delaware statutory
trust
(the “Trust”), on behalf of Provident Investment Counsel Growth Fund, Provident
Investment Counsel Small Cap Growth Fund, Provident Investment Counsel Mid
Cap
Fund, and the Provident Investment Counsel Twenty Fund (the “Funds”), each a
series of the Trust, and the Advisor of the Fund, Provident Investment Counsel,
Inc., a Massachusetts corporation (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 as of
the
1st day of November 2003, (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 Fund) 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, intending 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 the
respective average annual net assets to the amounts listed in Appendix A (the
“Annual Limits”) with respect to each Fund and Class so listed. In
the event that the current Operating Expenses of a Fund or Class, as accrued
each month, exceeds its Annual Limit, the Advisor will pay to the Fund or 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
or Class, is defined to include all expenses necessary or appropriate for the
operation of a Fund or Class, 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 a Fund or Class, 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.
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 Provident
Investment Counsel Growth Fund – Class I,
Provident
Investment Counsel Small Cap Growth Fund – Class I,
Provident
Investment Counsel Small Cap Growth Fund – Class A,
Provident
Investment Counsel Mid Cap Fund – Class B and
Provident
Investment Counsel Twenty Fund – Class I
By:
/s/ ▇▇▇▇ ▇.
▇▇▇▇▇▇▇
Name: ▇▇▇▇
▇.
▇▇▇▇▇▇▇
Title: President
PROVIDENT
INVESTMENT COUNSEL, INC.
By:
/s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title: Managing
Director
Appendix
A
|
Fund
|
Operating
Expense Limit
|
|
|
Provident
Investment Counsel Growth Fund – Class I
|
0.95%
|
|
|
Provident
Investment Counsel Small Cap Growth Fund – Class I
|
1.00%
|
|
|
Provident
Investment Counsel Small Cap Growth Fund – Class A
|
1.40%
|
|
|
Provident
Investment Counsel Mid Cap Fund – Class B
|
1.65%
|
|
|
Provident
Investment Counsel Twenty Fund – Class I
|
1.10%
|