COPELAND TRUST OPERATING EXPENSES LIMITATION AGREEMENT
XXXXXXXX TRUST
OPERATING EXPENSES LIMITATION AGREEMENT
XXXXXXXX CAPITAL MANAGEMENT, LLC
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) dated as of the 15th day of November 2010, as amended
November 30, 2012 and November 17, 2015 by and between XXXXXXXX TRUST, a Delaware statutory trust (the “Trust”), on
behalf of XXXXXXXX RISK MANAGED DIVIDEND GROWTH FUND, XXXXXXXX INTERNATIONAL RISK MANAGED DIVIDEND GROWTH FUND and XXXXXXXX INTERNATIONAL
SMALL CAP DIVIDEND GROWTH FUND (each, a “Fund” and collectively, the “Funds”) each a series of the Trust,
and the investment adviser of the Funds, Xxxxxxxx Capital Management, LLC (the “Adviser”).
WITNESSETH:
WHEREAS, the Adviser renders advice and services to the Funds pursuant to the terms and provisions of a Management Agreement
between the Trust and the Adviser dated the 15th day of November 2010, as amended (the “Management
Agreement”); and
WHEREAS, each Fund is responsible for, and have assumed the obligation for, payment of certain expenses pursuant to the
Management Agreement that have not been assumed by the Adviser; and
WHEREAS, the Adviser desires to limit each Fund’s Operating Expenses (as that term is defined in Paragraph 2 of this
Agreement) pursuant to the terms and provisions of this Agreement, and the Trust (on behalf of each Fund) desires to allow the
Adviser to implement those limits;
NOW THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties, intending to
be legally bound hereby, mutually agree as follows:
1. Limit on Operating Expenses. The Adviser hereby agrees to limit each Fund’s current Operating Expenses to
an annual rate, expressed as a percentage of such Fund’s average annual net assets, to the amounts listed in Appendix
A (the “Annual Limit”). In the event that the current Operating Expenses of a Fund, as accrued
each month, exceed its Annual Limit, the Adviser will pay to such Fund, on a monthly basis, the excess expense within 30 days of
being notified that an excess expense payment is due.
2. Definition. For purposes of this Agreement, the term “Operating Expenses” with respect to a Fund,
is defined to include all expenses necessary or appropriate for the operation of such Fund and including the Adviser’s investment
advisory or management fee detailed in the Management Agreement, any Rule 12b-l fees and other expenses described in the Management
Agreement, but does not include any front-end or contingent deferred loads, brokerage fees and commissions, acquired fund fees
and expenses, borrowing costs (such as interest and dividend expense on securities sold short), taxes or extraordinary expenses
such as litigation.
3. Reimbursement of Fees and Expenses. The Adviser retains its right to receive reimbursement from a Fund of any excess expense payments paid by it with respect to that Fund pursuant to this Agreement in future years on a rolling three year basis, if such reimbursement can be achieved within the Operating Expense Limitations listed in Appendix A and subject to the approval by the Board of Trustees.
4. Term. This Agreement shall become effective on the date first above written and shall remain in effect until at
least March 31, 2017, unless sooner terminated as provided in Paragraph 5 of this Agreement, and shall continue in effect
for successive twelve-month periods provided that such continuance is specifically approved at least annually by a majority of
the Trustees of the Trust.
5. Termination. This Agreement may be terminated at any time, and without payment of any penalty, by the Board of
Trustees of the Trust, on behalf of a Fund, upon sixty (60) days’ written notice to the Adviser. This Agreement may not be
terminated by the Adviser without the consent of the Board of Trustees of the Trust. This Agreement will automatically terminate,
with respect to a Fund listed in Appendix A if the Management Agreement for such Fund is terminated, with such termination
effective upon the effective date of the Management Agreement’s termination for such Fund.
6. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent
of the other party.
7. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute
or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.
8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of
Delaware; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or
rule, including the Investment Company Act of 1940 and the Investment Advisers Act of 1940 and any rules and regulations promulgated
thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized
officers, all on the day and year first above written.
| XXXXXXXX TRUST | XXXXXXXX CAPITAL MANAGEMENT, LLC |
| By: /s/ Xxxx X. Brown_______________ | By: /s/ Xxxx X. Brown_______________ |
| Name: Xxxx X. Xxxxx | Name: Xxxx X. Xxxxx |
| Title: President | Title: Chief Executive Officer |
Appendix A
Dated: November 15, 2010
Amended: November 14, 2011
as Amended: November 30, 2012
as Amended: November 17, 2015
| Fund | Operating Expense Limit |
| Xxxxxxxx Risk Managed Dividend Growth Fund | |
|
Class A Class C Class I |
1.45% 2.20% 1.30% |
| Xxxxxxxx International Risk Managed Dividend Growth Fund | |
|
Class A Class C Class I |
1.60% 2.35% 1.45% |
| Xxxxxxxx International Small Cap Dividend Growth Fund | |
|
Class A Class I |
1.40% 1.25% |
