CENTERSTONE INVESTORS TRUST OPERATING EXPENSES LIMITATION AGREEMENT
CENTERSTONE INVESTORS TRUST
OPERATING EXPENSES LIMITATION AGREEMENT
CENTERSTONE INVESTORS FUND
CENTERSTONE INTERNATIONAL FUND
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 11th day of March, 2016, by and
between CENTERSTONE INVESTORS TRUST, a Delaware statutory trust (the “Trust”) on behalf of the Centerstone Investors
Fund and the Centerstone International Fund, (the “Funds”) each a series of the Trust, and the Adviser of the Funds,
CENTERSTONE INVESTORS, LLC (the “Adviser”).
WITNESSETH:
WHEREAS, the Adviser renders advice and services to the Funds pursuant to the terms and provisions of an Investment Advisory
Agreement between the Trust and the Adviser dated as of the 11 day of March, 2016 (the “Investment Advisory Agreement”);
and
WHEREAS, the Funds are responsible for, and have 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 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;
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 hereby agrees to limit each 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 a Fund, as accrued
each month, 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.
2. Definition. For purposes of this Agreement, the term “Operating Expenses” with respect to each Fund,
is defined to include all expenses necessary or appropriate for the operation of the Fund and including the Adviser’s investment
advisory or management fee detailed in the Investment Advisory Agreement, any other expenses described in the Investment Advisory
Agreement, but does not include any front-end or contingent deferred loads, brokerage fees and commissions, acquired fund fees
and expenses, borrowing costs (such as interest and dividend expense on securities sold short), taxes and extraordinary expenses
such as litigation.
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3. Reimbursement of Fees and Expenses. The Adviser retains its right to receive reimbursement of any excess expense payments paid by it pursuant to this Agreement within three years of such payment, if such reimbursement can be achieved within the Operating Expense Limitations listed in Appendix A and such repayment has been approved by the Board of Trustees.
4. Term. This Agreement shall become effective on the date first above written and shall remain in effect until at
least until March 31, 2018 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 with respect to a Fund 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. 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 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
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, as amended, and
the Investment Advisers Act of 1940, as amended, 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.
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on behalf of Centerstone Investors Fund and Centerstone International Fund |
CENTERSTONE INVESTORS, LLC
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| By: /s/Xxxxxx Xxxxxxxxxx | By: /s/ Xxxxx Xxxxxxxxx |
| Name: Xxxxxx Xxxxxxxxxx | Name: Xxxxx Xxxxxxxxx |
| Title: Treasurer and Chief Financial Officer | Title: Chief Investment Officer |
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Appendix A
| Fund | Operating Expense Limit |
| Centerstone Investors Fund | |
| Class A | 1.35% |
| Class C | 2.10% |
| Class I | 1.10% |
| Centerstone International Fund | |
| Class A | 1.35% |
| Class C | 2.10% |
| Class I | 1.10% |
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