LITMAN GREGORY FUNDS TRUST Second Amendment to Restated Contractual Advisory Fee Waiver Agreement
XXXXXX XXXXXXX FUNDS TRUST
Second Amendment to Restated Contractual Advisory Fee Waiver Agreement
THIS SECOND AMENDMENT TO RESTATED CONTRACTUAL ADVISORY FEE WAIVER AGREEMENT (this “Amendment”), effective as of January 1, 2017, is entered into by and between XXXXXX XXXXXXX FUNDS TRUST (the “Trust”), a Delaware statutory trust, and XXXXXX XXXXXXX FUND ADVISORS, LLC, a California limited liability company (the “Advisor,” together with the Trust, the “Parties”).
RECITALS
WHEREAS, the Trust has retained the Advisor to provide investment management advice and services to each series of the Trust (each, a “Fund,” and collectively, the “Funds”) pursuant to the Unified Investment Advisory Agreement, dated as of April 1, 2013, as amended, by and between the Trust and the Advisor (the “Investment Advisory Agreement”);
WHEREAS, the Parties have entered into the Restated Contractual Advisory Fee Waiver Agreement, dated as of January 1, 2006, as amended (the “Agreement”), pursuant to which the Adviser waives a portion of the advisory fees it is entitled to receive under the Investment Advisory Agreement with respect to certain Funds; and
WHEREAS, the Parties wish to amend the fee waiver rates with respect to the Xxxxxx Xxxxxxx Masters Equity Fund, Xxxxxx Xxxxxxx Masters Smaller Companies Fund and Xxxxxx Xxxxxxx Masters International Fund and the Xxxxxx Xxxxxxx Masters Alternative Strategies Fund as set forth in Appendix A of the Agreement;
NOW, THEREFORE, in consideration of the mutual agreements herein set forth, and for other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Parties agree as follows:
| 1. | Appendix A to the Agreement is hereby suspended and replaced in its entirety with Appendix A attached to this Amendment. |
| 2. | Except as expressly amended by this Second Amendment, the Agreement shall remain unchanged and in full force and effect. |
IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be duly executed by their duly authorized officers on one or more counterparts, all on the date and year first above written.
| XXXXXX XXXXXXX FUNDS TRUST on behalf of its series listed on Appendix A |
XXXXXX XXXXXXX FUND ADVISORS, LLC | |||||
| By: | /s/ Xxxx X. Xxxxxxxx |
By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Chief Operating Officer | Title: | Chief Operating Officer | |||
Appendix A
FUND AND WAIVER SCHEDULE – XXXXXX XXXXXXX FUNDS TRUST
(updated January 1, 2017)
| Fund |
Fee Waiver Rate | |
| • Xxxxxx Xxxxxxx Masters Equity Fund |
Such percentage rate of the daily net assets of the Fund so that after payment of all sub-advisory fees, the net advisory fee retained by the Advisor is 0.40% of the daily net assets of the Fund | |
| • Xxxxxx Xxxxxxx Masters International Fund |
Such percentage rate of the daily net assets of the Fund so that after payment of all sub-advisory fees, the net advisory fee retained by the Advisor is 0.40% of the daily net assets of the Fund on the first $1 billion of daily net assets and 0.30% of Fund assets in excess of $1 billion (1). | |
| • Xxxxxx Xxxxxxx Masters Smaller Companies Fund |
Such percentage rate of the daily net assets of the Fund so that after payment of all sub-advisory fees, the net advisory fee retained by the Advisor is 0.26% of the daily net assets of the Fund | |
| • Xxxxxx Xxxxxxx Masters Alternative Strategies Fund |
Such percentage rate of the daily net assets of the Fund so that after payment of all sub-advisory fees, the net advisory fee retained by the Advisor is 0.50% of the first $2 billion of daily net assets, 0.40% of the next $1 billion of daily net assets, 0.35% of the next $1 billion of daily net assets and 0.30% of Fund assets in excess of $4 billion. | |
| (1) | For example: The Fund’s advisory fee is 1.10% of the Fund’s daily net assets. Assuming payment of sub-advisory fees of 0.56% of the Fund’s daily net assets, on the first $1 billion of the Fund’s daily net assets, the Advisor will waive a portion of its fee equal to 0.14% of the Fund’s daily net assets and retain a net advisory fee equal to 0.40% of the Fund’s daily net assets. Assuming payment of sub-advisory fees of 0.56% of the Fund’s daily net assets, on assets in excess of $1 billion, the Advisor will waive a portion of its fee equal to 0.24% of the Fund’s daily net assets and retain a net advisory fee equal to 0.30% of the Fund’s daily net assets. |
| XXXXXX XXXXXXX FUNDS TRUST on behalf of its series listed above |
XXXXXX XXXXXXX FUND ADVISORS, LLC | |||||
| By: | /s/ Xxxx X. Xxxxxxxx |
By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Chief Operating Officer | Title: | Chief Operating Officer | |||
