EXPENSE LIMITATION AGREEMENT
Exhibit (h)(xi)
THIS EXPENSE LIMITATION AGREEMENT, dated November 1, 2017, between FQF Trust (the “Trust”), on behalf of the series of the Trust set Forth on Schedule A (each a “Fund” and collectively, “Funds”), and AGF Investments America Inc. (the “Adviser”).
WHEREAS, the Adviser has been appointed the adviser of each of the Funds pursuant to an Agreement (“Agreement”) between the Trust, on behalf of the Funds, and the Adviser; and
WHEREAS, the Trust and the Adviser desire to enter into the arrangements described herein relating to certain expenses of the Funds;
NOW, THEREFORE, the Trust and the Adviser hereby agree as follows:
| 1. | With respect to the share classes of the Funds identified on Schedule A (each a “Class” and collectively, “Classes”), the Adviser hereby agrees, subject to Sections 2 and 3 hereof, to reduce the fees payable to it, respectively, under the Agreement (but not below zero) and make any additional payments to the extent necessary to limit the ordinary operating expenses (exclusive of brokerage costs, dividends on securities sold short, expenses of other investment companies in which a Fund invests, interest, taxes, indemnification, and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business) (“Operating Expenses”), of each Class to an annual rate (as a percentage of the Class’s average daily net assets) as set forth on Schedule A (“Expense Limit”). |
| 2. | If on any day or month, the estimated annualized Operating Expenses of a Class as of that day or month are less than the applicable Expense Limit as of that day or month, the Adviser shall be entitled to reimbursement by the applicable Fund, from the assets attributable to such Class, of any fees waived or reduced and other payments made by the Adviser pursuant to Section 1 hereof over the previous thirty-six (36) months (the “Reimbursement Amount”), provided that: |
| a. | Such Reimbursement Amount does not cause the Operating Expenses of the applicable class to exceed: (i) the Expense Limit in effect at the time the fees were originally waived or reduced or such other payments were made by the Adviser pursuant to Section 1 hereof; and (ii) the Expense Limit in place at the time a payment is made to the Adviser pursuant to this Section 2. |
| b. | Such Reimbursement Amount will not include any amounts previously reimbursed by the Fund with respect to the Class. |
| c. | Any amounts reimbursed by the Fund to the Adviser under this Section 2 shall not include any additional charges or fees, such as interest on the Reimbursement Amount. |
| d. | Amounts reimbursed by the Fund with respect to a Class shall be allocated to the oldest fee waiver or reimbursement made pursuant to Section 1 hereof during the thirty-six (36) month period until fully reimbursed and thereafter to the next oldest such waiver or reimbursement made pursuant to Section 1 hereof, and so on. |
| 3. | Any amount of fees or expenses waived, paid or reimbursed pursuant to the terms of this Agreement shall be allocated among the Classes in accordance with the terms of the Fund’s multiple class plan pursuant to Rule 18f-3 under the Investment Company Act of 1940 and in manner consistent with that Rule. |
| 4. | This agreement shall renew automatically for one-year terms unless the Adviser provides written notice of termination prior to the start of the next term or upon approval of the Board of Trustees of the Fund. |
| 5. | This Agreement may be terminated at any time, and without payment of any penalty, by the Board of Trustees of the Fund, on behalf of the Fund, upon sixty (60) days’ written notice to the Adviser. This Agreement, as it relates to a Fund and its Classes, will terminate automatically if the Advisory Agreement with respect to such Fund is terminated, with such termination effective upon the effective date of the Advisory Agreement’s termination. |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
| By: | /s/ Xxxxx XxXxxxxxx | |
| Name: | Xxxxx XxXxxxxxx | |
| Title: | Vice President |
AGF Investments America Inc.
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: | Xxxxx Xxxxxxxx | |
| Title: | Director & Chairman |
SCHEDULE A
Dated November 1, 2017
The registered investment company to which this Agreement applies, and its respective Series:
FQF Trust: AGF Global Equity Fund (Class I and Class R6), AGF Global Sustainable Growth Equity Fund (Class I and Class R6)
| Fund and Share Class |
Expense Limit (as percentage of |
Effective Date | Expiration Date |
| AGF Global Equity Fund | |||
| Class I | 0.80% | Upon Launch | 12 months after effectiveness of the Fund’s 485(b) filing |
| Class R6 | 0.80% | Upon Launch | 12 months after effectiveness of the Fund’s 485(b) filing |
| AGF Global Sustainable Growth Equity Fund | |||
| Class I | 0.80% | Upon Launch | 12 months after effectiveness of the Fund’s 485(b) filing |
| Class R6 | 0.80% | Upon Launch | 12 months after effectiveness of the Fund’s 485(b) filing |
