Expense Limitation Agreement
Exhibit 99.(d)(xxiii)
This Expense Limitation Agreement (the “Agreement”) is made and entered into this 3rd day of February, 2021 between Lord, Xxxxxx & Co. LLC (“Lord Xxxxxx”), Lord Xxxxxx Distributor LLC (“Lord Xxxxxx Distributor”), and Lord Xxxxxx Securities Trust (the “Trust”) with respect to Lord Xxxxxx Durable Growth Fund (“Durable Growth Fund”), Lord Xxxxxx Focused Growth Fund (“Focused Growth Fund”), Lord Xxxxxx Focused Large Cap Value Fund (“Focused Large Cap Value Fund”), Lord Xxxxxx Focused Small Cap Value Fund (“Focused Small Cap Value Fund”), Lord Xxxxxx Growth Leaders Fund (“Growth Leaders Fund”), Lord Xxxxxx Health Care Fund (“Health Care Fund”), Lord Xxxxxx International Equity Fund (“International Equity Fund”), and Lord Xxxxxx International Value Fund (“International Value Fund”) (each, a “Fund”).
In consideration of good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:
| 1. | With respect to Durable Growth Fund, Lord Xxxxxx agrees for the time period set forth in paragraph 15 below to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees and acquired fund fees and expenses, interest-related expenses, taxes, expenses related to litigation and potential litigation, and extraordinary expenses, to an annual rate of 0.70% for each class other than Class F3 and R6. For the same time period, Lord Xxxxxx agrees to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees and acquired fund fees and expenses, interest-related expenses, taxes, expenses related to litigation and potential litigation, and extraordinary expenses, to an annual rate of 0.69% for each of Class F3 and R6. |
| 2. | With respect to Durable Growth Fund, Lord Xxxxxx Distributor agrees for the same time period set forth in paragraph 15 below to waive the Fund’s 0.10% Rule 12b-1 fee for Class F. |
| 3. | With respect to Focused Growth Fund, Lord Xxxxxx agrees for the time period set forth in paragraph 15 below to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees, acquired fund fees and expenses, interest-related expenses, taxes, expenses related to litigation and potential litigation, and extraordinary expenses, to an annual rate of 0.80% for each class other than Class F3 and R6. For the same period, Lord Xxxxxx agrees to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other |
expenses to the extent necessary to limit total net annual operating expenses, excluding acquired fund fees and expenses, interest-related expenses, taxes, expenses related to litigation and potential litigation, and extraordinary expenses, to an annual rate of 0.76% for Class F3 and R6.
| 4. | With respect to Focused Growth Fund, Lord Xxxxxx Distributor agrees for the time period set forth in paragraph 15 below to waive the Fund’s 0.10% Rule 12b-1 fee for Class F. |
| 5. | With respect to Focused Large Cap Value Fund, Lord Xxxxxx agrees for the time period set forth in paragraph 15 below to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees, acquired fund fees and expenses, interest-related expenses, taxes, expenses related to litigation and potential litigation, and extraordinary expenses, to an annual rate of 0.71% for each class other than Class F3 and R6. For the same period, Lord Xxxxxx agrees to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding acquired fund fees and expenses, interest-related expenses, taxes, expenses related to litigation and potential litigation, and extraordinary expenses, to an annual rate of 0.70% for Class F3 and R6. |
| 6. | With respect to Focused Large Cap Value Fund, Lord Xxxxxx Distributor agrees for the time period set forth in paragraph 15 below to waive the Fund’s 0.10% Rule 12b-1 fee for Class F. |
| 7. | With respect to Focused Small Cap Value Fund, Lord Xxxxxx agrees for the time period set forth in paragraph 15 below to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees, acquired fund fees and expenses, interest-related expenses, taxes, expenses related to litigation and potential litigation, and extraordinary expenses, to an annual rate of 1.03% for each class other than Class F3 and R6. For the same period, Lord Xxxxxx agrees to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding acquired fund fees and expenses, interest-related expenses, taxes, expenses related to litigation and potential litigation, and extraordinary expenses, to an annual rate of 1.00% for Class F3 and R6. |
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| 8. | With respect to Focused Small Cap Value Fund, Lord Xxxxxx Distributor agrees for the time period set forth in paragraph 8 below to waive the Fund’s 0.10% Rule 12b-1 fee for Class F. |
| 9. | With respect to Growth Leaders Fund, Lord Xxxxxx Distributor agrees for the time period set forth in paragraph 15 below to waive the Fund’s 0.10% Rule 12b-1 fee for Class F. |
| 10. | With respect to Health Care Fund, Lord Xxxxxx agrees for the time period set forth in paragraph 15 below to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees, acquired fund fees and expenses, interest-related expenses, taxes, expenses related to litigation and potential litigation, and extraordinary expenses, to an annual rate of 0.78% for each class other than Class F3 and R6. For the same period, Lord Xxxxxx agrees to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding acquired fund fees and expenses, interest-related expenses, taxes, expenses related to litigation and potential litigation, and extraordinary expenses, to an annual rate of 0.71% for Class F3 and R6. |
| 11. | With respect to Health Care Fund, Lord Xxxxxx Distributor agrees for the time period set forth in paragraph 15 below to waive the Fund’s 0.10% Rule 12b-1 fee for Class F. |
| 12. | With respect to International Equity Fund, Lord Xxxxxx agrees for the time period set forth in paragraph 15 below to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees, acquired fund fees and expenses, interest-related expenses, taxes, expenses related to litigation and potential litigation, and extraordinary expenses, to an annual rate of 0.92% for Class A, C, P, R2, R3, R4, and R5 and to an annual rate of 0.86% for Class F and I. For the same period, Lord Xxxxxx agrees to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding acquired fund fees and expenses, interest-related expenses, taxes, expenses related to litigation and potential litigation, and extraordinary expenses, to an annual rate of 0.84% for Class F3 and R6. |
| 13. | With respect to International Value Fund, Lord Xxxxxx agrees for the time period set forth in paragraph 15 below to waive all or a portion of its |
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management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees, acquired fund fees and expenses, interest-related expenses, taxes, expenses related to litigation and potential litigation, and extraordinary expenses, to an annual rate of 0.87% for Class A, C, R2, R3, R4, and R5 and to an annual rate of 0.82% for Class F and I. For the same period, Lord Xxxxxx agrees to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding acquired fund fees and expenses, interest-related expenses, taxes, expenses related to litigation and potential litigation, and extraordinary expenses, to an annual rate of 0.79% for Class F3 and R6.
| 14. | To limit each Fund’s total net annual operating expenses as specified above, Lord Xxxxxx will waive the same amount of management and administrative services fees for each share class, but may reimburse different amounts of shareholder servicing expenses for each share class in its sole discretion. |
| 15. | This Agreement will be effective from March 1, 2021 through February 28, 2022. This Agreement may be terminated only by the Board of Trustees of the Trust upon written notice to Lord Xxxxxx. |
[Signatures follow on next page]
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IN WITNESS WHEREOF, Lord Xxxxxx, Lord Xxxxxx Distributor, and the Trust have caused this Agreement to be executed by a duly authorized member and officer, respectively, to become effective as of the day and year first above written.
| LORD XXXXXX SECURITIES TRUST | ||
| By: | /s/Xxxx X. Xxxxxxxxxx | |
| Xxxx X. Xxxxxxxxxx | ||
| Vice President and Assistant Secretary | ||
| LORD, XXXXXX & CO. LLC | ||
| By: | /s/Xxxxxxxx X. Xxxxxxx | |
| Xxxxxxxx X. Xxxxxxx | ||
| Member and General Counsel | ||
| LORD XXXXXX DISTRIBUTOR LLC | ||
| By: | LORD, XXXXXX & CO. LLC | |
| By: | /s/Xxxxxxxx X. Xxxxxxx | |
| Xxxxxxxx X. Xxxxxxx | ||
| Member and General Counsel | ||
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