ALTERNATIVE STRATEGIES FUND OPERATING EXPENSES LIMITATION AGREEMENT
ALTERNATIVE STRATEGIES FUND
OPERATING EXPENSES LIMITATION AGREEMENT
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective
as of the 12th day of August, 2010, as amended August 12, 2014, November 16, 2015, August 24, 2016 and August 20, 2019 by and between
ALTERNATIVE STRATEGIES FUND, a Delaware statutory trust (the “Trust”), on behalf of the ALTERNATIVE STRATEGIES FUND,
(the “Fund”) a series of the Trust and the Advisor of such Fund, Ladenburg Xxxxxxxx Asset Management, Inc. (the “Advisor”).
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 12th day of August, 2010 (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;
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
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 Advisor will pay to that Fund, on a monthly basis, the excess expense
within 30 days of being notified that an excess expense payment is due. In the event that Adviser fails to make an excess expense
payment within 30 days of being notified, the Adviser agrees that the Trust shall be permitted to retain any amounts due to the
Adviser pursuant to an investment advisory agreement between the Trust and the Adviser with respect to series in the Trust other
than the Fund and to pay such amounts to the Fund to satisfy any unpaid excess expense payment.
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 Advisor’s investment advisory
or management fee detailed in the Investment Advisory Agreement, any Rule 12b-l fees and other expenses described in the Investment
Advisory Agreement, but does not include any front-end or contingent deferred loads, taxes, leverage interest, borrowing interest,
brokerage commissions, expenses incurred in connection
with any merger or reorganization, dividend expense on securities sold short, acquired (underlying) fund fees and expenses 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 until at least October
31, 2020, 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 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. This Agreement will automatically terminate, with respect
to the Fund listed in Appendix A if the Investment Advisory Agreement for the Fund is terminated, with such termination
effective upon the effective date of the Investment Advisory Agreement’s termination for the Fund.
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 New York
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 the ALTERNATIVESTRATEGIES FUND |
LADENBURG XXXXXXXX ASSET MANAGEMENT, INC. |
| By: /s Xxxxx Xxxx | By: /s/ Xxxxxx Xxxxxxxx |
| Name: Xxxxx Xxxx | Name: Xxxxxx Xxxxxxxx |
| Title: President | Title: President |
Appendix A
| Fund | Operating Expense Limit |
| Alternative Strategies Fund | |
| Class A Shares | 1.85% |
| Class C Shares | 2.50% |
| Class I Shares | 1.60% |
