UNIFIED SERIES TRUST AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT ABSOLUTE CORE STRATEGY ETF
AMENDED AND RESTATED
OPERATING EXPENSE LIMITATION AGREEMENT
ABSOLUTE CORE STRATEGY ETF
THIS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 31st day
of July, 2021, by and between UNIFIED SERIES TRUST, an Ohio business trust (the “Trust”), on behalf of each series
of the Trust set forth on Appendix A attached hereto (each a “Fund” and collectively the “Funds”) and the
investment adviser of the Funds, Absolute Investment Advisers LLC (the “Adviser”).
WITNESSETH:
WHEREAS, each Fund is responsible for, and has assumed the obligation for, payment of certain expenses pursuant to the Management
Agreement that have not been assumed by the Adviser; and
WHEREAS, the Adviser 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
Adviser to implement those limits; and
WHEREAS, the Trust and the Adviser, prior to a change in control of the Adviser, entered into an expense limitation agreement dated November 19, 2019, as amended and restated on May 22, 2020 (the “Predecessor Agreement”), with materially the same limitation of operating expenses as set forth in this Agreement, and did waive fees and/or reimburse expenses under those agreements which were recoupable under those agreements (the “Recoupable Fees/Expenses”); and
WHEREAS, the Trust and the Adviser entered into a new expense limitation agreement dated July 1, 2020, following a change in control of the Adviser (the “New Agreement”);
NOW THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties, intending to
be legally bound hereby, amend and restate the New Agreement as follows:
1. Limit on Operating Expenses. The Adviser hereby agrees to limit each class of a Fund’s total Operating Expenses
to an annual rate, expressed as a percentage of the Fund’s average daily net assets, to the amounts listed in Appendix
A (the “Annual Limit”). In the event that the total Operating Expenses of a Fund exceed its Annual Limit, the
Adviser 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. Payment can be made by waiver of fees payable under the Management Agreement and/or reimbursement of other expenses of
the Fund.
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2. Definition. For purposes of this Agreement, the term “Operating Expenses” with respect to a Fund, is defined to include all expenses necessary or appropriate for the operation of the Fund, but does not include portfolio transaction and other investment-related costs (including brokerage fees and commissions); taxes; borrowing costs (such as interest and dividend expenses on securities sold short); acquired fund fees and expenses; fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); any amounts payable pursuant to a distribution or service plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940; any administrative and/or shareholder servicing fees payable pursuant to a plan adopted by the Board of Trustees; expenses incurred in connection with any merger or reorganization; extraordinary expenses (such as litigation expenses, indemnification of Trust officers and Trustees and contractual indemnification of Fund service providers); and other expenses that the Trustees agree have not been incurred in the ordinary course of the Fund’s business.
3. Reimbursement of Fees and Expenses. Each waiver/expense payment by the Adviser pursuant to this agreement and any Recoupable Fees/Expenses under the Predecessor Agreement, is subject to recoupment by the Adviser from the Fund in the three years following the date the particular waiver/expense payment occurred, but only if such recoupment can be achieved without exceeding the Annual Limit in effect at the time of the waiver/expense payment and any Annual Limit in effect at the time of the recoupment.
4. Term. This Agreement shall become effective on the date first above written and shall remain in effect until at
least July 31, 2024 unless sooner terminated as provided in Paragraph 5 of this Agreement, and shall continue in effect for successive
twelve-month periods provided that such continuance is specifically approved at least annually by the Adviser and a majority of
the Trustees of the Trust.
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 listed in Appendix A, upon sixty (60) days’ written notice to the
Adviser. This Agreement may not be terminated by the Adviser without the consent of the Board of Trustees of the Trust. This Agreement
will automatically terminate, with respect to a Fund listed in Appendix A if the Management Agreement for the Fund
is terminated, with such termination effective upon the effective date of the Management Agreement’s termination for the
Fund. The parties acknowledge that this Agreement will take effect concurrently with an interim management agreement, and will
remain in effect when a permanent management agreement is approved by shareholders of the Fund. This agreement will terminate when
the interim management agreement terminates only if shareholders do not approve a permanent management agreement. Upon termination
of this Agreement for any reason, the Adviser acknowledges and agrees that it remains liable for all fee reductions and reimbursement
obligations pursuant to paragraph 1 hereof that accrued prior to the termination of this Agreement
6. 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. 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
Ohio 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.
9. Binding Effect. Notice is hereby given that this Agreement is executed by the Trust on behalf of each Fund by an officer of the Trust as an officer and not individually and that the obligations of or arising out of this Agreement with respect to a particular Fund are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property belonging to the Fund (and not upon any other Fund).
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.
| UNIFIED SERIES TRUST | Absolute Investment Advisers LLC |
| on behalf of Absolute ETF |
| By: __/s/ Xxxxx X. Carson_________ | By: __/s/ Xxxxx X. Compson_____ |
| Name: Xxxxx X. Xxxxxx | Name: Xxxxx X. Xxxxxxx |
| Title: President | Title: Principal |
1070443.2
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Appendix A
| Fund | Operating Expense Limit |
| Absolute Core Strategy ETF | 0.85% |
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