ADVISORS PREFERRED TRUST OPERATING EXPENSES LIMITATION AGREEMENT KENSINGTON MANAGED INCOME FUND
OPERATING EXPENSES LIMITATION AGREEMENT
KENSINGTON MANAGED INCOME FUND
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the "Agreement") is effective as of October 14, 2020, by and between Advisors
Preferred Trust, a Delaware statutory trust (the "Trust"), on behalf of the Kensington Dynamic Growth Fund, (the "Fund")
a series of the Trust; the Adviser of such Fund, Advisors Preferred, LLC (the "Adviser"); the Sub-Adviser of such Fund,
Kensington Analytics, LLC (the "Sub-Adviser").
WITNESSETH:
WHEREAS, the Adviser renders advice and services to the Trust pursuant to the terms and provisions of an investment advisory agreement
with the Trust with effect as of the 1st day of August 2019, and as may be amended from time to time (the "Investment Advisory
Agreement"); and
WHEREAS, the Sub-Adviser renders advice and services to the Trust pursuant to the terms and provisions of an investment advisory agreement with the Trust with effect as of the 14th day of October 2020, and as may be amended from time to time (the "Sub-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 Adviser; and
WHEREAS, the Fund is responsible for, and has assumed the obligation for, payment of certain expenses pursuant to the Sub-Advisory Agreement that have not been assumed by the Sub-Adviser; and
WHEREAS, the Adviser and Sub-Adviser wish 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) wishes to allow the Adviser
and Sub-Adviser 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 Adviser and Sub-Adviser hereby agree to limit the 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 Limit"). In the event that the current Operating Expenses of the Fund, as accrued each month, exceed its
Annual Limit, the Adviser and Sub-Adviser will pay to that Fund, on a
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monthly basis, the excess expense within 30 days of being notified that an excess expense payment is due. The Adviser and Sub-Adviser shall bear the fee waivers and reimbursements in proportion to their respective advisory fee and sub-advisory fee. Neither the Adviser nor Sub-Adviser shall be responsible for the other's obligations under this Agreement.
2. 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 and including the Sub-Adviser's sub-advisory fee,
as detailed in the Sub-Advisory Agreement; and the Adviser's investment advisory or management fee detailed in the Investment Advisory
Agreement, 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 of underlying funds in which this Fund invests, expenses
incurred in connection with any merger or reorganization, dividend expense on securities sold short, or extraordinary expenses
such as litigation.
3. Reimbursement of Fees and Expenses. The Adviser and Sub-Adviser each retains its right to receive reimbursement of any
excess expense payments paid by it pursuant to this Agreement in future years on a rolling three year basis from the time such
fee is waived or reimbursed, if such reimbursement can be achieved within the Operating Expense Limitation listed in Appendix
A and within any then-current operating expense limitation.
4. Term. This Agreement shall become effective on the date first above written and shall remain in effect until at least
one year following the effective date of the Fund, 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 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 the Fund, upon sixty (60) days' written notice to the Adviser or Sub-Adviser. This Agreement may not be terminated by the Adviser or Sub-Adviser without the consent of the Board of Trustees of the Trust. This Agreement will automatically terminate, with respect to the Fund listed in Appendix A if the Investment Advisory Agreement or Sub-Advisory Agreement for the Fund is terminated, with such termination effective upon the effective date of the Investment Advisory Agreement's or Sub-Advisory Agreement's termination for the Fund. However, the right to reimbursement shall survive the automatic termination of this Agreement caused by the termination of the Investment Advisory Agreement if caused by a change in control of the Adviser or termination of the Sub-Advisory Agreement if caused by a change in control of the Sub-Adviser or.
6. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of
the other parties.
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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 Maryland
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,
with effect as described above.
| ADVISORS PREFERRED TRUST | ADVISORS PREFERRED, LLC | KENSINGTON ANALYTICS, LLC |
| on behalf of the | ||
| Kensington Dynamic Growth Fund | ||
| By: /s/_________________ | By: /s/_________________ | By: /s/____________________ |
|
Name: Xxxxxxxxx Xxxxx-Xxxxxx |
Name: Xxxxxxxxx Xxxxx-Xxxxxx | Name: Xxxxx X. XxXxxxxxxxx |
| Title: President | Title: Chief Executive Officer | Title: Chief Executive Officer |
Appendix A
| Share Class | Operating Expense Limit |
| A | 2.04% |
| C | 2.64% |
| Institutional | 1.64% |
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