EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT, effective as of January 22, 2016 by and between
Mondrian Investment Partners Limited (the "Adviser") and the Gallery Trust (the
"Trust") (the "Agreement"), on behalf of the series of the Trust set forth in
Schedule A attached hereto (the "Funds").
WHEREAS, the Trust is a Delaware statutory Trust organized under an Agreement
and Declaration of Trust, dated August 8, 2015, as amended September 17, 2015
(the "Declaration of Trust"), and is registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), as an open-end management company of the
series type, and the Funds are each a series of the Trust;
WHEREAS, the Trust and the Adviser have entered into an Investment Advisory
Agreement dated January 22, 2016 (the "Advisory Agreement"), pursuant to which
the Adviser provides investment advisory services to the Funds for compensation
based on the value of the average daily net assets of the Funds;
WHEREAS, the Trust and the Adviser have determined that it is appropriate and
in the best interests of the Funds and their shareholders to maintain the
expenses of the Funds at a level at or below the level to which each Fund would
normally be subject in order to maintain each Fund's expense ratio at the
Maximum Annual Operating Expense Limit (as hereinafter defined) specified for
such Fund in Schedule A hereto;
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION.
1.1. APPLICABLE EXPENSE LIMIT. To the extent that the aggregate expenses of
every character incurred by a Fund in any fiscal year, including but not
limited to investment advisory fees of the Adviser (but excluding any
class-specific expenses, interest, taxes, brokerage commissions and other costs
and expenses relating to the securities that are purchased and sold by the
Fund, acquired fund fees and expenses, other expenditures which are capitalized
in accordance with generally accepted accounting principles, and other
non-routine expenses not incurred in the ordinary course of such Fund's
business) and expenses for which payment has been made through the use of all
or a portion of brokerage commissions (or markups or markdowns) generated by
that Fund ("Fund Operating Expenses"), exceed the Maximum Annual Operating
Expense Limit, as defined in Section 1.2 below, such excess amount (the "Excess
Amount") shall be the liability of the Adviser.
1.2. MAXIMUM ANNUAL OPERATING EXPENSE LIMIT. The Maximum Annual Operating
Expense Limit with respect to a Fund shall be the amount specified in Schedule
A based on a percentage of the average daily net assets of the Fund. The
Maximum Annual Operating Expense Limit for the Fund contemplates that certain
expenses for the Fund may be paid through the use of all or a portion of
brokerage commissions (or markups or markdowns) generated by the Fund.
1.3. METHOD OF COMPUTATION. To determine the Adviser's liability with respect
to the Excess Amount, each month the Fund Operating Expenses for a Fund shall be
annualized as of
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the last day of the month. If the annualized Fund Operating Expenses for any
month of the Fund exceed the Maximum Annual Operating Expense Limit of such
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 Maximum Annual 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 may also remit
to the Fund an amount that, together with the waived or reduced investment
advisory fee, is sufficient to pay such Excess Amount.
1.4. YEAR-END ADJUSTMENT. If necessary, on or before the last day of the first
month of each fiscal year (or the termination of this Agreement if sooner), 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 previous fiscal year
shall equal the Excess Amount for such fiscal year.
2. TERM AND TERMINATION OF AGREEMENT.
This Agreement shall continue in effect with respect to a Fund until the date
indicated on Schedule A ("Initial Term End Date") and shall thereafter continue
in effect from year to year for successive one-year periods, provided that this
Agreement may be terminated, without payment of any penalty, with respect to
the Fund:
(i) by the Trust, for any reason and at any time;
(ii) by the Adviser, for any reason, upon ninety (90) days' prior written
notice to the Trust at its principal place of business, such termination to be
effective as of the close of business on Initial Term End Date or as of the
close of business on the last day of the then-current one-year period; or at
such earlier time provided that such termination is approved by majority vote
of the Trustees and the Independent Trustees voting separately; and
(iii) automatically upon the termination of the Advisory Agreement.
3. MISCELLANEOUS.
3.1. 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.
3.2. 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 By-Laws, 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.
3.3. 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,
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and the allocation of expenses, having a counterpart in or otherwise derived
from the terms and provisions of the Advisory Agreement or the 1940 Act, shall
have the same meaning as and be resolved by reference to such Advisory
Agreement or the 0000 Xxx.
3.4. ENFORCEABILITY. Any term or provision of this Agreement which is invalid
or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.
3.5. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and
construed in accordance with the substantive laws of the State of Delaware
without giving effect to the conflicts of law principles thereof, and the
parties consent to the jurisdiction of courts, both state or federal, in
Delaware, with respect to any dispute under this Agreement.
3.6. AMENDMENT. This Agreement may not be amended except pursuant to a writing
signed
by the parties hereto and in accordance with the 1940 Act, when applicable.
3.7. 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.
3.8. ENTIRE AGREEMENT. This Agreement, including any schedules hereto (each of
which is incorporated herein and made a part hereof by these references),
represents the entire agreement and understanding of the parties hereto, and
shall supersede any prior agreements.
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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.
GALLERY TRUST,
on behalf of the series of the Trust set forth in Schedule A
/s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President and Secretary
MONDRIAN INVESTMENT PARTNERS LIMITED
/s/ Xxxxx Xxxxxx
-----------------------------------
Name: Xxxxx Xxxxxx
Title: Executive Chairman
SCHEDULE A
MAXIMUM ANNUAL OPERATING EXPENSE LIMITS
This Agreement relates to the following Funds of the Trust:
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NAME OF FUND MAXIMUM ANNUAL INITIAL TERM END DATE
OPERATING EXPENSE
LIMIT
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Mondrian International 0.79% February 28, 2019
Equity Fund
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