ANGEL OAK FUNDS TRUST OPERATING EXPENSE LIMITATION AGREEMENT
THIS OPERATING EXPENSE LIMITATION AGREEMENT, dated as of January 13, 2016, is made and entered into by and between the Angel Oak Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust set forth on Schedule A attached hereto, which may be amended from time to time (the “Funds”), and Angel Oak Capital Advisors, LLC (the “Adviser”).
WHEREAS, the Adviser has been appointed the investment adviser of each of the Funds pursuant to an Investment Advisory Agreement between the Trust, on behalf of the Funds, and the Adviser (the “Advisory Agreement”); and
WHEREAS, the Funds, and each of their respective classes, are responsible for, and have assumed the obligation for, payment of certain expenses pursuant to the Advisory Agreement that have not been assumed by the Adviser; and
WHEREAS, the Adviser desires to limit each 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 Funds) desires to allow the 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:
Deferred Fees with respect to any fiscal year of a Fund shall not be payable by the Fund to the extent that the amounts payable by the Fund pursuant to the preceding paragraph during the period ending three years after the end of such fiscal year are not sufficient to pay such Deferred Fees. In no event will a Fund be obligated to pay any fees waived or deferred by the Adviser with respect to any other series of the Trust.
8. 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 executed this Agreement as of the date first above written.
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ANGEL OAK CAPITAL ADVISORS, LLC
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By: __________________________ | By: ______________________________ |
Name: Xxxx X. Black
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Name: Xxxxxx Xxxxxx
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Title: President
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Title: Managing Partner
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SCHEDULE A
OPERATING EXPENSE LIMITS
January 13, 2016
Fund Name
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Maximum Operating
Expense Limit*
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Termination Date
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Angel Oak Flexible Income Fund
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0.99%
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May 31, 2016
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Angel Oak Multi-Strategy Income Fund
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0.99%
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May 31, 2016
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Angel Oak High Yield Opportunities Fund
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0.65%
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May 31, 2018
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* Expressed as a percentage of a Fund’s average daily net assets.
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