WILDERMUTH ENDOWMENT STRATEGY FUND OPERATING EXPENSES LIMITATION AGREEMENT WILDERMUTH ENDOWMENT STRATEGY FUND
Exhibit (k)(3)
XXXXXXXXXX ENDOWMENT STRATEGY FUND
OPERATING EXPENSES LIMITATION AGREEMENT
XXXXXXXXXX ENDOWMENT STRATEGY FUND
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 12th day of December, 2014, by
and between XXXXXXXXXX ENDOWMENT STRATEGY FUND, a Delaware statutory trust (the “Fund”) and the Adviser of such Fund,
Xxxxxxxxxx Advisory, LLC (the “Adviser”).
WITNESSETH:
WHEREAS, the Adviser renders advice and services to the Fund pursuant to the terms and provisions of an Investment Advisory
Agreement between the Trust and the Adviser dated as of the __ day of December, 2013 (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 Adviser; and
WHEREAS, the Adviser 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 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 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 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 the 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.
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.
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4. Term. This Agreement shall become effective on the date first above written and shall remain in effect until at
least until March 31, 2016 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. 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
Georgia 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.
| XXXXXXXXXX ENDOWMENT STRATEGY FUND |
XXXXXXXXXX ADVISORY, LLC
|
| By: _/s/Xxxxx Wildermuth________________ | By: __/s/Xxxxxx Wildermuth_________ |
| Name: Xxxxx Xxxxxxxxxx | Name: Xxxxxx Xxxxxxxxxx |
| Title: Executive Vice President | Title: President and Chief Executive Officer |
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Appendix A
| Fund | Operating Expense Limit |
| The Xxxxxxxxxx Endowment Strategy Fund | 2.50% |
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