EXPENSE LIMITATION AGREEMENT NEUBERGER BERMAN ETF TRUST NEUBERGER BERMAN FLEXIBLE CREDIT INCOME ETF
XXXXXXXXX XXXXXX ETF TRUST
XXXXXXXXX XXXXXX FLEXIBLE CREDIT INCOME ETF
0000 Xxxxxx xx xxx Xxxxxxxx
New York, New York 10104
June 11, 2024
Xxxxxxxxx Xxxxxx Investment Advisers LLC
0000 Xxxxxx xx xxx Xxxxxxxx
New York, New York 10104
Dear Ladies and Gentlemen:
Xxxxxxxxx Xxxxxx Flexible
Credit Income ETF (“Fund”) is a series of Xxxxxxxxx Xxxxxx ETF Trust, a Delaware statutory trust (“Trust”).
You hereby agree, from June 19, 2024 until the date noted below (“Limitation Period”), to waive fees and/or reimburse
annual operating expenses (excluding interest, brokerage commissions, taxes including any expenses relating to tax reclaims, acquired fund fees and expenses, dividend and interest expenses relating to short sales, and extraordinary expenses, if
any) (“Operating Expenses”) of the Fund so that the Operating Expenses of the Fund do not exceed 0.39% of average net assets until 10/31/2025 (after taking into account the Fee Waiver discussed below) and 0.49% of average net assets from 11/1/2025
to 10/31/2027 (the “Expense Limitation”) and may not be terminated during its term without the consent of the Board. Commitment fees relating to borrowings are treated as interest for purposes of this section. As noted above, the Expense
Limitation for the Limitation Period from 6/19/2024 to10/31/2025 takes into account a contractual management fee waiver of 0.10% of the Fund's average daily net assets until 10/31/2025 (“Fee Waiver”) entered into between Xxxxxxxxx Xxxxxx Investment
Advisers LLC and the Trust, on behalf of the Fund, dated as of June 11, 2024. The Fee Waiver is not subject to repayment under the expense limitation arrangement described below and will not reduce expenses below the Expense Limitation.
The Fund agrees to repay you out
of assets attributable to the Fund noted on Schedule A for any fees waived by you under the Expense Limitation or any Operating
Expenses you reimburse in excess of the Expense Limitation, provided that the repayment does not cause the Fund’s Operating Expenses to exceed the expense limitation in place
at the time the fees were waived and/or the expenses were reimbursed, or the expense limitation in place at the time the Fund repays you, whichever is lower. Any such repayment must be made within three years after the year in which you incurred
the expense.
You
understand that you shall look only to the assets attributable to the Fund for performance of this Agreement and for payment of any claim you may have hereunder, and neither any other series of the Trust, nor any of the Trust’s trustees, officers,
employees, agents, or shareholders, whether past, present or future, shall be personally liable therefor.
This Agreement is made and to be performed principally in the State of New York, and except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this Agreement shall be governed
by, and construed and enforced in accordance with, the internal laws of the State of New York. Any amendment to this Agreement shall be in writing signed by the parties hereto and requires approval of the Board of Trustees of the Trust,
including a majority of the Trustees who are not “interested persons” of the Trust, as that term is defined in the Investment Company Act of 1940. This Agreement supersedes any prior agreement with respect to the subject matter hereof as of June
19, 2024.
If you are in agreement with the
foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.
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Very truly yours,
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XXXXXXXXX XXXXXX ETF TRUST,
on behalf of
XXXXXXXXX XXXXXX FLEXIBLE CREDIT INCOME ETF
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By: |
/s/ Xxxxxx X. Xxxxx |
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Name: |
Xxxxxx X. Xxxxx |
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Chief Executive Officer and President | ||
The foregoing Agreement is hereby accepted as of June 11, 2024.
XXXXXXXXX XXXXXX INVESTMENT ADVISERS LLC
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By:
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/s/ Xxxxxx X. Xxxxx |
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Name:
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Xxxxxx X. Xxxxx |
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President and Chief Investment Officer -- Equities |
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