VALUED ADVISERS TRUST AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
THIS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (“Agreement”) by and between Valued Advisers Trust, a Delaware statutory trust (the “Trust”), on behalf of one or more of its series portfolios as set forth on Schedule A, (the “Fund”), and Foundry Partners, LLC (the “Adviser”), a Delaware limited liability company, is hereby made effective as of June 21, 2016.
WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company of the series type; and
WHEREAS, the Trust and the Adviser have entered into an interim investment advisory agreement (the “Interim Advisory Agreement”), as a result of an assignment of a previous investment advisory agreement that occurred on June 20, 2016 (the “Assignment”);
WHEREAS, the Trust contemplates seeking approval of shareholders of the Fund of a new investment advisory agreement (the “New Advisory Agreement”) between the Trust, with respect to the Fund, and the Adviser, and assuming shareholder approval of the New Advisory Agreement, the Trust contemplates entering into a new expense limitation agreement with the Adviser (with respect to the Fund) that shall supersede and replace this Agreement (a “New Expense Limitation Agreement”);
WHEREAS, the Fund and the Adviser have determined that it is appropriate and in the best interests of the Fund and its shareholders to limit the expenses of the Fund during the period of time in which the Interim Advisory Agreement is in place, and, therefore, have entered into this Agreement, in order to maintain the Fund’s expense ratios within the Operating Expense Limit, as defined below;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
| 1. | EXPENSE LIMITATION. |
| (a) | Applicable Expense Limit. To the extent that the aggregate expenses of every character, including but not limited to investment advisory fees of the Adviser (but excluding (i) interest, (ii) taxes, (iii) brokerage commissions, (iv) other expenditures which are capitalized in accordance with generally accepted accounting principles, (v) other extraordinary expenses not incurred in the ordinary course of the Fund’s business, (vi) dividend expense on short sales, and (vii) expenses incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act), incurred by the Fund in any fiscal year (“Fund Operating Expenses”), that exceed the Operating Expense Limit, as defined in Section 1(b) below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser. In determining the Fund Operating Expenses, expenses that the Fund would have incurred but did not actually pay because of expense offset or brokerage/service arrangements shall be added to the aggregate expenses so as not to benefit the Adviser. Additionally, fees reimbursed to the Fund relating to brokerage/services arrangements shall not be taken into account in determining the Fund Operating Expenses so as to benefit the Adviser. Finally, the Operating Expense Limit described in this Agreement exclude any “acquired fund fees and expenses” as that term is described in the prospectus of the Fund. |
| (b) | Operating Expense Limit. The Fund’s maximum operating expense limit (an “Operating Expense Limit”) during the period of this Agreement shall be that percentage of the average daily net assets of the Fund as set forth on Schedule A attached hereto and incorporated by this reference. |
| 1 | Interim Expense Limitation Agreement |
| (c) | Method of Computation. To determine the Adviser’s liability with respect to the Excess Amount, each month the Fund Operating Expenses for the Fund shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses for any month exceeds the Operating Expense Limit of the Fund, the Adviser shall first waive or reduce its investment advisory fee for such month by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount no higher than the Operating Expense Limit. If the amount of the waived or reduced investment advisory fee for any such month is insufficient to pay the Excess Amount, the Adviser shall also remit to the Fund an amount that, together with the waived or reduced investment advisory fee, is sufficient to pay such Excess Amount. |
| (d) | Period Adjustment. If necessary, on or before the last day of the first month of the period following the term of this Agreement, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund with respect to the period covered by this Agreement shall equal the Excess Amount. |
| 2. | REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS. |
| (a) | Reimbursement. Assuming shareholder approval of the New Advisory and execution of the New Expense Limitation Agreement, if in any year in which the New Advisory Agreement is still in effect, the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Operating Expense Limit for that year, the Adviser may be entitled to reimbursement by the Fund, in whole or in part as provided below, of the fees or expenses waived or reduced by the Adviser and other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof, as well as pursuant to corresponding reimbursement provision in the New Expense Limitation Agreement . The total amount of reimbursement to which the Adviser may be entitled (“Reimbursement Amount”) shall equal, at any time, the sum of all fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, during any of the previous three (3) fiscal years either under this Agreement or the New Expense Limitation Agreement, less any reimbursement previously paid by such Fund to the Adviser, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount. |
| (b) | Reimbursement during This Agreement. No Reimbursement shall be made during the period of this Agreement. Reimbursement of amounts waived and/or expenses reimbursed under this Agreement may only be made to the Adviser if the New Advisory Agreement is approved by shareholders and only pursuant to the terms of the New Expense Limitation Agreement, which shall have Reimbursement terms substantially similar to those contained in this Agreement. Assuming shareholder approval of the New Advisory Agreement and execution of the New Expense Limitation Agreement, Reimbursement shall be accomplished according to the following methodology: |
| 2 | Interim Expense Limitation Agreement |
| (i) | Method of Computation. To determine the Fund’s accrual, if any, to reimburse the Adviser for the Reimbursement Amount, each month the Fund Operating Expenses of the Fund shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses of the Fund for any month are less than the Operating Expense Limit that was in effect at the time of any previously waived or reduced fees and all other payments remitted by the Adviser to the Fund pursuant to Section 1, hereof, such Fund shall accrue into its net asset value an amount payable to the Adviser sufficient to increase the annualized Fund Operating Expenses of that Fund to an amount no greater than the Operating Expense Limit of that Fund, provided that such amount paid to the Adviser will in no event exceed the total Reimbursement Amount. For accounting purposes, when the annualized Fund Operating Expenses of the Fund are below the Operating Expense Limit, a liability will be accrued daily for these amounts. |
| (ii) | Year-End Adjustment. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of the Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Operating Expense Limit. |
| (iii) | Limitation of Liability. The Adviser shall look only to the assets of the Fund for which it waived or reduced fees or remitted payments for reimbursement under this Agreement the Previous Expense Limitation Agreement, and , as applicable, any New Expense Limitation Agreement, and for payment of any claim hereunder, and neither the Funds, nor any of the Trust’s directors, officers, employees, agents, or shareholders, whether past, present or future shall be personally liable therefor. |
| 3. | TERM, MODIFICATION AND TERMINATION OF AGREEMENT. |
This Agreement with respect to the Fund shall continue in effect until the expiration date set forth on Schedule A (the “Expiration Date”). With regard to the Operating Expense Limits, the Trust’s Board of Trustees and the Adviser may terminate or modify this Agreement prior to the Expiration Date only by mutual written consent. This Agreement shall terminate automatically upon the termination of the Interim Advisory Agreement.
| 4. | MISCELLANEOUS. |
| (a) | Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect. |
| (b) | Interpretation. Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust’s Declaration of Trust or Bylaws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust’s Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or the Fund. |
| (c) | Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Interim Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Interim Advisory Agreement or the 1940 Act. |
| 3 | Interim Expense Limitation Agreement |
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the day and year first above written.
| VALUED ADVISERS TRUST |
| /s/ Xxxxx X. Xxxxxxxxx |
| Signature |
| Vice President |
| Title |
| FOUNDRY PARTNERS, LLC |
| /s/ Xxxxxxx X. Xxxx |
| Signature |
| President & CEO |
| Title |
| 4 | Interim Expense Limitation Agreement |
Schedule A
to the
Amended and Restated Expense Limitation Agreement
between
Valued Advisers Trust (the “Trust”)
and
Foundry Partners, LLC (the “Adviser”)
| Fund |
Operating Expense Limit | Effective Date | Expiration Date | |||
| Foundry Partners Fundamental Small Cap Value Fund (formerly Dreman Contrarian Small Cap Value Fund) |
1.25% | June 21, 2016 | November 18, 2016 |
| A-1 | Expense Limitation Agreement |
