EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
November 15, 2024
Wellington Global Multi-Strategy Fund
000 Xxxxxxxx Xxxxxx
Boston, Massachusetts 02210
Dear Ladies and Gentlemen:
Wellington Management Company LLP (the “Adviser”), as investment adviser to the Wellington Global Multi-Strategy Fund (the “Fund”), agrees on a monthly basis to pay or otherwise bear the Fund’s operating expenses to the extent that the Fund’s monthly “Specified Expenses” (as defined below) in respect of each class of the Fund (each, a “Class”) exceed 0.6% of the average daily net assets of such Class (the “Expense Limitation”). This agreement (“Agreement”) shall commence on the date first set forth above and shall continue in effect for a period of one year. Thereafter, this Agreement may be annually renewed with the written agreement of the Adviser and the Fund. The Board of Trustees of the Fund may terminate this Agreement at any time upon notice to the Adviser, and this Agreement shall automatically terminate upon the termination of the Investment Management Agreement between the Adviser and the Fund.
For purposes of this Agreement, the Fund’s “Specified Expenses” in respect of a Class means all other expenses incurred in the business of the Fund and allocated to a Class, including the Fund’s annual operating expenses, with the exception of: (i) the Investment Management Fee and Performance Fee (each as defined in the Fund’s prospectus); (ii) the Reimbursable Pass-Through Expense (as defined in the Fund’s prospectus); (iii) the Shareholder Servicing Fee (as defined in the Fund’s prospectus); (iv) the Distribution Fee (as defined in the Fund’s prospectus); (v) certain costs associated with the acquisition, ongoing investment and disposition of the Fund’s investments and unconsummated investments, including legal costs, professional fees, travel costs and brokerage costs; (vi) acquired fund fees and expenses; (vii) dividend and interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Fund); (viii) taxes and costs to reclaim foreign taxes; and (ix) extraordinary expenses (as determined in the sole discretion of the Adviser).
If, while the Adviser is the investment adviser to the Fund, the Fund’s estimated annualized Specified Expenses in respect of a Class for a given month are less than the Expense Limitation, the Adviser shall be entitled to reimbursement by the Fund of the other expenses borne by the Adviser on behalf of the Fund pursuant to this Agreement (the “Reimbursement Amount”) during any of the previous thirty-six (36) months, but only to the extent that the Fund’s estimated annualized Specified Expenses in respect of a Class are less than, for such month, the lesser of the Expense Limitation or any other relevant expense limit then in effect with respect to the Class, and provided that such amount paid to the Adviser will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed. The Adviser may recapture a Specified Expense in any year within the thirty-six (36) month period after the Adviser bears the expense. The Fund’s obligation to make reimbursement payments shall survive the termination of this Agreement.
The Adviser agrees that it shall look only to the assets of the Fund for performance of this Agreement and for any claims for payment. No trustees, officers, employees, agents or shareholders of the Fund shall be personally liable for performance by the Fund under this Agreement.
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This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling. Any amendment to this Agreement shall be in writing signed by the parties hereto. Subject to approval by the Adviser, this Agreement may be amended by the Fund’s Board of Trustees without the approval of Fund shareholders.
Very truly yours, | |||
Wellington Management Company LLP | |||
By: | /S/ Xxxxxxx Xxxxxxxx | ||
Name: | Xxxxxxx Xxxxxxxx | ||
Title: | Senior Managing Director |
Wellington Global Multi-Strategy Fund | |||
By: | /s/ Xxxx X. Xxxxxxxx | ||
Name: | Xxxx X. Xxxxxxxx | ||
Title: | President & Principal Executive Officer |
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