AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Exhibit 99.h.viii
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
THIS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, dated November 1, 2020, between AGF Investments Trust (the “Trust”), on behalf of the series of the Trust set forth on Schedule A (each a “Fund” and, collectively the “Funds”), and AGF Investments LLC (the “Adviser”).
WHEREAS, the Adviser has been appointed the adviser of each of the Funds pursuant to an Investment Advisory Agreement (the “Investment Advisory 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 (the “Expense Limitation Agreement”); and
NOW, THEREFORE, the Trust and the Adviser hereby agree, with respect to each Fund, as follows:
| 1. | The Adviser hereby agrees to waive current payment of fees and/or reimburse expenses of each Fund (excluding interest, taxes, brokerage commissions and other expenses that are capitalized in accordance with generally accepted accounting principles, dividend, interest and brokerage expenses for short positions, acquired fund fees and expenses, and extraordinary expenses of the Fund) so that the net annual fund operating expenses (“Operating Expenses”) of each Fund are limited to an annual rate (as a percentage of the Fund’s average daily net assets) as set forth on Schedule A (“Expense Limit”). |
| 2. | If on any day, the estimated annualized Operating Expenses of a Fund as of that day are less than the applicable Expense Limit as of that day, the Adviser shall be entitled to recoup from the Fund, from the assets attributable to such Fund, any fees waived and expenses reimbursed by the Adviser pursuant to Section 1 hereof over the previous thirty-six (36) months (the “Recoupment Amount”), provided that: |
| a. | Such Recoupment Amount does not cause the Operating Expenses of the Fund to exceed either: (i) the Expense Limit in effect at the time the fees were originally waived or expenses reimbursed by the Adviser pursuant to Section 1 hereof; or (ii) the Expense Limit in place at the time a payment is made to the Adviser pursuant to this Section 2. |
| b. | Such Recoupment Amount will not include any amounts previously recouped by the Adviser. |
| c. | Any amounts paid by the Fund to the Adviser under this Section 2 shall not include any additional charges or fees, such as interest on the Recoupment Amount. |
| d. | Recoupment Amounts paid by the Fund shall be allocated to the oldest fee waiver or expense reimbursement made by the Adviser pursuant to Section 1 hereof during the preceding thirty-six (36) month period until fully paid and thereafter to the next oldest such waiver or expense reimbursement made by the Adviser pursuant to Section 1 hereof, and so on. |
| 3. | The Adviser shall look only to the assets attributable to the respective Fund for performance of this Expense Limitation Agreement and for payment of any claim the Adviser may have hereunder, and no other series of the Trust or any of the Trust’s trustees, officers, employees, agents or shareholders, whether past, present or future, shall be personally liable therefor. |
| 4. | Notwithstanding any other terms in this Expense Limitation Agreement, in order to prevent shareholders from incurring duplicative management fees, the Adviser will reduce its management fee charged to a Fund equal to the amount of any acquired fund fees and expenses attributable to the management fee paid to the Adviser (or an affiliated person of the Adviser) by an acquired fund in which the Fund invests; and any management fees waived pursuant to this Section 4 shall not be subject to recoupment pursuant to Section 2. |
| 5. | This Expense Limitation Agreement is made and to be performed principally in the Commonwealth of Massachusetts, and except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this Expense Limitation Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware. Any amendment to this Expense Limitation Agreement shall be, subject to approval or, in connection with reducing the Expense Limit, ratification by the Board of Trustees of the Fund, in writing and signed by the parties hereto. |
| 6. |
This Expense Limitation Agreement shall be in effect for an initial term of three (3) years and renew automatically for one-year terms thereafter unless the Adviser provides at least 120 days’ written notice to the Board of Trustees of the Fund of termination prior to the start of the next term. |
| 7. | This Expense Limitation 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. This Expense Limitation Agreement, as it relates to a Fund, 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. | |
| 8. |
This Agreement supersedes and terminates any prior Expense Limitation Agreement entered into among the Funds and the Adviser. |
IN WITNESS WHEREOF, the parties hereto have executed this Expense Limitation Agreement.
| By: | /s/ Xxxxxxx X. XxXxxxx, Xx. | |
| Name: | Xxxxxxx X. XxXxxxx, Xx. | |
| Title: | President, AGF Investments Trust | |
AGF Investments LLC
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Director | |
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Corporate Secretary |
EXPENSE LIMITATION AGREEMENT
SCHEDULE A
Dated [ ], 2020
| Fund |
Expense Limit (as percentage |
Effective Date | Automatic Renewal Date |
| AGFiQ U.S. Market Neutral Momentum Fund | 0.45% | November 1, 2020 | Three (3) years after the Effective Date, and every 12 months thereafter |
| AGFiQ U.S. Market Neutral Value Fund | 0.45% | November 1, 2020 | Three (3) years after the Effective Date, and every 12 months thereafter |
| AGFiQ U.S. Market Neutral Anti-Beta Fund | 0.45% | November 1, 2020 | Three (3) years after the Effective Date, and every 12 months thereafter |
| AGFiQ Hedged Dividend Income Fund | 0.45% | November 1, 2020 | Three (3) years after the Effective Date, and every 12 months thereafter |
| AGFiQ Global Infrastructure ETF | 0.45% | November 1, 2020 | Three (3) years after the Effective Date, and every 12 months thereafter |
| AGFiQ Dynamic Hedged U.S. Equity ETF | 0.45% | November 1, 2020 | Three (3) years after the Effective Date, and every 12 months thereafter |
