EXPENSE LIMITATION AGREEMENT Lyons Wealth Management, LLC 807 W. Morse Blvd., # 105 Winter Park, FL 32789
Xxxxx Wealth Management, LLC
000 X. Xxxxx Xxxx., # 000
Xxxxxx Xxxx, XX 00000
November 19, 2015
Xxxxx Funds
000 X. Xxxxx Xxxx., # 000
Xxxxxx Xxxx, XX 00000
Dear Trustees:
Xxxxx Wealth Management, LLC confirms our agreement with you as follows:
| 1. | You are an
open-end, diversified management investment company registered under the Investment
Company Act of 1940 (the “Act”) and are authorized to issue shares of
separate series (funds), with each fund having its own investment objective, policies
and restrictions. You propose to engage in the business of investing and reinvesting
the assets of each of your funds in accordance with applicable limitations. Pursuant
to an Investment Advisory Agreement dated as of November 19, 2015 (the “Advisory
Agreement”), you have employed us to manage the investment and reinvestment
of such assets of your Xxxxx Small Cap Fund (the “Fund”). |
|
| 2. | We hereby
agree that, notwithstanding any provision to the contrary contained in the Advisory
Agreement, we shall limit as provided herein the aggregate ordinary operating expenses
incurred by the Fund, including but not limited to the fees (“Advisory Fees”) payable to us under the Advisory Agreement (the “Limitation”).
Under the Limitation, we agree that, through the life of the Fund (subject to Section
4), such expenses shall not exceed a percentage (the “Percentage Expense Limitation”) of the average daily net assets of the Fund, on an annualized basis, equal
to 1.50% for Class A Shares, 2.25% for Class C Shares, and 1.25% for Class I shares.
Operating expenses includes all Fund expenses except brokerage fees, taxes, borrowing
costs such as interest and dividend expenses on securities sold short, and other
extraordinary expenses. To determine our liability for the Fund’s expenses
in excess of the Percentage Expense Limitation, the amount of allowable fiscal-year-to-date expenses shall be computed daily by prorating the Percentage Expense Limitation
based on the number of days elapsed within the fiscal year of the Fund, or limitation
period, if shorter (the “Prorated Limitation”). The Prorated Limitation
shall be compared to the expenses of the Fund recorded through the current day in
order to produce the allowable expenses to be recorded for the current day (the
“Allowable Expenses”). If Advisory Fees and other expenses of the Fund
for the current day exceed the Allowable Expenses, Advisory Fees for the current
day shall be reduced by such excess (“Unaccrued Fees”). In the event such
excess exceeds the amount due as Advisory Fees, we shall be responsible to the Fund
to pay or absorb the additional excess (“Other Expenses Exceeding Limit”).
If there are cumulative Unaccrued Fees or cumulative Other Expenses Exceeding Limit,
these amounts shall be paid to us by you subject to the following conditions: (1)
no such payment for |
expenses classified
as “organizational” or “offering” expenses related to the initial
registration and offering of the fund shall be made to us with respect to Unaccrued
Fees or Other Expenses Exceeding Limit that arose more than one year prior to the
proposed date of payment; (2) no such payment shall be made to us with respect to
Unaccrued Fees or Other Expenses Exceeding Limit that arose more than three years
prior to the proposed date of payment, and (2) such payments, in either event, shall
be made only to the extent that it does not cause the Fund’s aggregate expenses,
on an annualized basis, to exceed the Percentage Expense Limitation. |
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| 3. | Nothing in
this Agreement shall be construed as preventing us from voluntarily limiting, waiving
or reimbursing your expenses outside or in excess of the contours of this Agreement
during any time period. |
|
| 4. | This Agreement
shall become effective on the date hereof and supercedes any expense limitation
agreement previously entered into with respect to the Fund. This Agreement may be
terminated by you upon not less than 60 days’ prior written notice to the us.
We may not terminate this Agreement without the approval of your Board of Trustees.
Notwithstanding the foregoing, this Agreement will terminate automatically if, as
and when we cease to serve as investment adviser to the Fund. Upon the termination
or expiration hereof, we shall have no claim against you for any amounts not reimbursed
to us pursuant to the provisions of paragraph 2. |
|
| 5. | This Agreement
shall be construed in accordance with the laws of the State of Texas, provided,
however, that nothing herein shall be construed as being inconsistent with the Act. |
If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof.
| Very truly yours, | |||
| XXXXX WEALTH MANAGEMENT, LLC | |||
| Alexander Read Chief Executive Officer | |||
| Agreed to and accepted as of the date first set forth above. | |||
| XXXXX FUNDS | |||
| Alexander Read | |||
| President | |||
