EGA Emerging Global Shares Trust Fee Waiver and Expense Assumption Agreement
EX-99.d.4
THIS AGREEMENT is made
effective as of the 12th day
of November 2009, by and between EGA Emerging Global Shares
Trust, a Delaware statutory trust (the “Trust”), on behalf of its Emerging Global Shares INDXX India
Infrastructure Index Fund, Emerging Global Shares INDXX China Infrastructure
Index Fund, Emerging Global Shares INDXX Brazil Infrastructure Index Fund,
Emerging Global Shares INDXX India Mid Cap Index Fund, Emerging Global Shares
INDXX China Mid Cap Index Fund and Emerging Global Shares INDXX Brazil
Mid Cap Index Fund series (each a “Fund” and collectively, the “Funds”),
and Emerging Global Advisors,
LLC, a Delaware limited liability company (the
“Sub-Adviser”).
WHEREAS, the Sub-Adviser has
entered into a Sub-Advisory Agreement with the Trust, effective April 17, 2009,
as amended on November 12, 2009 to include the Funds, pursuant to which the
Sub-Adviser provides investment advice and management services to the Funds for
which the Sub-Adviser is compensated based on the average daily net assets of
each Fund.
NOW, THEREFORE, in
consideration of the mutual promises and agreements herein contained and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto, intending to be legally bound, do hereby agree as
follows:
The
Sub-Adviser hereby agrees to waive all or a portion of its sub-advisory fees,
and, if necessary, to assume certain other expenses (to the extent permitted by
the Internal Revenue Code of 1986, as amended) of the Funds, to the extent
necessary so that each Fund’s Total Annual Fund Operating Expenses (excluding
any taxes, interest, brokerage fees and non-routine expenses), for a period to
commence simultaneously with the date of effectiveness of the amendment to the
Trust’s registration statement with the U.S. Securities and Exchange Commission
to register the Funds, and to continue for a twelve month period thereafter, do
not exceed 0.85% of average daily net assets of the Fund.
The
Trust, on behalf of each Fund, agrees to repay the Sub-Adviser any fees
previously waived or expenses previously assumed for the Fund in later periods;
provided, however, that the repayment shall be payable only to the extent that
it (1) can be made during the three years following the time at which the
Sub-Adviser waived fees or assumed expenses for the Fund under this Agreement,
and (2) can be repaid without causing the total annual operating expenses
(excluding any taxes, interest, brokerage fees and non-routine expenses) of the
Fund to exceed any applicable fee waiver or expense limitation agreement that
was in place for the Fund at the time the fees were waived or expenses were
assumed. The Trust agrees to furnish or otherwise make available to
the Sub-Adviser such copies of its financial statements, reports, and other
information relating to its business and affairs as the Sub-Adviser may, at any
time or from time to time, reasonably request in connection with this
Agreement.
This
Agreement may not be assigned by the Sub-Adviser without the prior consent of
the Trust. This Agreement shall automatically terminate upon the
termination of the Sub-Advisory Agreement or, with respect to a Fund, in the
event of merger or liquidation of the Fund.
The
parties hereto have caused this Agreement to be effective as of the 12th day
of November, 2009.
By: /s/ Xxxxxx X.
Xxxxxxxxx
Name and
Title: Xxxxxx X. Xxxxxxxxx
President
Emerging
Global Advisors, LLC
By: /s/ Xxxxxx X.
Xxxxxxxxx
Name and
Title: Xxxxxx X. Xxxxxxxxx Chief Executive Officer
