EXPENSE LIMITATION AGREEMENT FOR FQF TRUST AND ITS SEPARATE SERIES O’Shares ftse u.s. quality dividend etf o’shares ftse europe quality dividend etf o’shares ftse europe quality dividend hedged etf o’shares ftse asia pacific quality dividend etf...

EX.99.h.xv

EXPENSE LIMITATION AGREEMENT

FOR

FQF TRUST

AND ITS SEPARATE SERIES

O’Shares ftse u.s. quality dividend etf

o’shares ftse europe quality dividend etf

o’shares ftse europe quality dividend hedged etf

o’shares ftse asia pacific quality dividend etf

o’shares ftse asia pacific quality dividend hedged etf

00 Xxxxx Xxxxxx, Xxxxx 0000

Xxxxxx, XX 00000

February 15, 2017

Board of Trustees of FQF Trust

c/o FFCM LLC

00 Xxxxx Xxxxxx, Xxxxx 000

Xxxxxx, XX 00000

Dear Board of Trustees of FQF Trust:

We are writing to confirm our agreement that FFCM, LLC (the “Adviser”) will waive the current payment of its fees and/or reimburse expenses for each of the above-named funds (each, a “Fund”) so that the net annual fund operating expenses of each Fund (except for distribution fees (including payments under a Rule 12b-1 plan), brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, taxes, interest (including borrowing costs and dividend expenses on securities sold short), litigation expenses and other extraordinary expenses (including litigation to which the Trust or a Fund may be a party and indemnification of the Trustees and officers with respect thereto)) are limited to the rate per annum of the Fund’s average daily net assets as follows:

Fund		Net Annual Fund Operating Expense Ratio
O’Shares FTSE U.S. Quality Dividend ETF			0.48	%
O’Shares FTSE Europe Quality Dividend ETF			0.58	%
O’Shares FTSE Europe Quality Dividend Hedged ETF			0.68	%
O’Shares FTSE Asia Pacific Quality Dividend ETF			0.58	%
O’Shares FTSE Asia Pacific Quality Dividend Hedged ETF			0.68	%

This 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 agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware. Any amendment to this agreement shall be in writing signed by the parties hereto.

This undertaking will continue in effect until at least November 1, 2018 and, except as provided below, thereafter may only be terminated or amended upon the approval of the Board of Trustees of FQF Trust. This undertaking will automatically terminate if the Adviser’s Investment Advisory Agreement with the Fund terminates.

Very truly yours,
FFCM LLC
By:	/s/Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Chief Executive Officer
AGF Management Ltd.
By:	/s/Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Chief Financial Officer
By:	/s/Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: SVP, General Counsel & Corporate Secretary