Expense Limitation Agreement
January 21, 2015
Xxxxxxx Institutional Access Real Estate Fund
Xxxxxxx Capital Plaza
0000 Xxxxx Xxxxxx
Xx Xxxxxxx, XX 00000
Dear Board Members:
You have engaged us to act as the investment adviser to the Xxxxxxx Institutional Access Real Estate Fund (the “Trust” or the “Fund”), pursuant to a Management Agreement dated as of May 12, 2014.
We agree to continue the Expense Limitation Agreement dated May 12, 2014 until at least June 30, 2016. Pursuant to this extension of the Expense Limitation Agreement, we agree to waive management fees and/or reimburse the Fund for expenses the Fund incurs, but only to the extent necessary to maintain the Fund’s total annual operating expenses after fee waivers and/or reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses, such as litigation or reorganization costs, but inclusive of organizational costs and offering costs) at the levels set forth in Appendix A attached hereto.
Additionally, the Expense Limitation Agreement 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 and by Xxxxxxx Capital Advisor, LLC. Furthermore, the Expense Limitation Agreement may not be terminated by Xxxxxxx Capital Advisor, LLC, but may be terminated by the Fund’s Board of Trustees, on written notice to Xxxxxxx Capital Advisor, LLC. The Expense Limitation Agreement will automatically terminate, with respect to a Fund listed in Appendix A if the Management Agreement for the Fund is terminated with such termination effective upon the effective date of the Management Agreement’s termination for the Fund (except that Xxxxxxx Capital Advisor, LLC shall maintain its right to repayment if the termination of Management Agreement is caused by a change in control of Xxxxxxx Capital, LLC). This Expense Limitation Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.
Any waiver or reimbursement by us is subject to repayment by the respective Fund within the three fiscal years following the fiscal year in which the expenses occurred (provided Xxxxxxx Capital Advisor, LLC continues to serve as investment adviser to the Fund), if the Fund is able to make the repayment without exceeding its current expense limitations and the repayment is approved by the Board of Trustees.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
Yours Very Truly,
Xxxxxxx Capital Advisor, LLC
| By: /s/ Xxxxx Xxxxxxxx |
| Name: Xxxxx Xxxxxxxx |
| Title: Authorized Signatory |
| Date: January 21, 2015 |
ACCEPTANCE:
The foregoing Agreement is hereby accepted.
XXXXXXX INSTITUTIONAL ACCESS REAL ESTATE FUND
| By: /s/ Xxxxx Xxxxxxxx |
| Name: Xxxxx Xxxxxxxx |
| Title: Chairman |
| Date: January 21, 2015 |
Appendix A
| Fund | Percentage of Average Daily Net Assets | |
| Xxxxxxx Institutional Access Real Estate Fund |
1.91% |
