EXPENSE LIMITATION AGREEMENT NEUBERGER BERMAN ETF TRUST NEUBERGER BERMAN GROWTH ETF
XXXXXXXXX XXXXXX ETF TRUST
XXXXXXXXX XXXXXX GROWTH ETF
0000 Xxxxxx xx xxx Xxxxxxxx
New York, New York 10104
December 4, 2024
Xxxxxxxxx Xxxxxx Investment Advisers LLC
0000 Xxxxxx xx xxx Xxxxxxxx
New York, New York 10104
Dear Ladies and Gentlemen:
Xxxxxxxxx Xxxxxx Growth ETF (“Fund”) is a series of Xxxxxxxxx Xxxxxx ETF Trust, a Delaware statutory trust (“Trust”).
You hereby agree, from December 11, 2024 until the date noted below (“Limitation Period”), to waive fees and/or reimburse annual operating expenses (excluding interest, brokerage
commissions, taxes including any expenses relating to tax reclaims, acquired fund fees and expenses, dividend and interest expenses relating to short sales, and extraordinary expenses, if any)
(“Operating Expenses”) of the Fund so that the Operating Expenses of the Fund do not exceed 0.43% per annum of average daily net assets until 8/31/2026 (after taking into account the Fee Waiver discussed below) and 0.56% per annum of
average daily net assets from 9/1/2026 to 8/31/2028 (the “Expense Limitation”) and may not be terminated during its term without the consent of the Board. Commitment fees relating to borrowings are treated as
interest for purposes of this section. As noted above, the Expense Limitation for the Limitation Period from 12/11/2024 to 8/31/2026 takes into account a contractual management fee waiver of 0.13% per annum of the Fund’s average daily net assets until 8/31/2026 (“Fee Waiver”) entered into between Xxxxxxxxx Xxxxxx Investment Advisers LLC and the Trust, on behalf of the Fund, dated as of December 4, 2024. The Fee Waiver is not subject to
repayment under the expense limitation arrangement described below and will not reduce expenses below the Expense Limitation.
The Fund agrees to repay you out of assets attributable to the Fund
noted on Schedule A for any fees waived by you under the Expense Limitation or any Operating Expenses you reimburse in excess of the Expense Limitation, provided that the repayment does not cause the Fund’s Operating Expenses to exceed the expense limitation in place at the time the fees were waived and/or the expenses were reimbursed, or the
expense limitation in place at the time the Fund repays you, whichever is lower. Any such repayment must be made within three years after the year in which you incurred the expense.
You understand that you shall look only to the assets attributable to the Fund for performance of this Agreement and for payment of any claim you may have hereunder, and neither any other series of
the Trust, nor any of the Trust’s trustees, officers, employees, agents, or shareholders, whether past, present or future, shall be personally liable therefor.
This Agreement is made and to be performed principally in the State of New York, 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 New York. Any amendment to this Agreement shall be in writing signed by the parties hereto
and requires approval of the Board of Trustees of the Trust, including a majority of the Trustees who are not “interested persons” of the Trust, as that term is defined in the Investment Company Act of 1940. This Agreement supersedes any prior
agreement with respect to the subject matter hereof as of December 11, 2024.
If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.
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Very truly yours, |
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XXXXXXXXX XXXXXX ETF TRUST, |
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on behalf of |
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XXXXXXXXX XXXXXX GROWTH ETF |
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By: |
/s/ Xxxxxx X. Xxxxx | |
| Name: |
Xxxxxx X. Xxxxx | ||
| Title: |
Chief Executive Officer and President | ||
The foregoing Agreement is hereby accepted as of December 4, 2024.
XXXXXXXXX XXXXXX INVESTMENT ADVISERS LLC
| By: |
/s/ Xxxxxx X. Xxxxx |
| Name: |
Xxxxxx X. Xxxxx |
| Title: |
President and Chief Investment Officer -- Equities |
