WORLD FUNDS TRUST EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT, effective as of the dates set forth on Schedule A by and between Real Estate Management Services Group, LLC (the “Adviser”) and World Funds Trust (the “Trust”) (“Agreement”), on behalf of the series of the Trust set forth in Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”).
WHEREAS, the Trust is a Delaware statutory trust, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company of the series type, and each Fund is a series of the Trust;
WHEREAS, the Trust, with respect to each of the Funds, and the Adviser have entered into an Advisory Agreement (“Advisory Agreement”), pursuant to which the Adviser provides investment management services to each Fund for compensation based on the value of the average daily net assets of each such Fund;
WHEREAS, the Trust and the Adviser have determined that it is appropriate and in the best interests of each Fund and its shareholders to maintain the expenses of each Fund at a level no greater than the level to which each such Fund would normally be subject in order to maintain each Fund’s expense ratio at the Maximum Annual Operating Expense Limit (as hereinafter defined) specified in Schedule A hereto;
NOW THEREFORE, the parties hereto agree as follows:
| 1. | Expense Limitation. | |||
| a. | Applicable
Expense Limit. To the extent that the aggregate expenses of every character
incurred by a Fund in any fiscal year, including but not limited to investment advisory
fees of the Adviser (but excluding interest, expenses incurred under a plan of distribution
adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and
expenses, brokerage commissions, dividend expenses on short sales, and other expenditures
which are capitalized in accordance with generally accepted accounting principles
and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) (“Fund Operating Expenses”), exceed the Maximum Annual Operating
Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess
Amount”) shall be the liability of the Adviser. |
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| b. | Maximum
Annual Operating Expense Limit. The Maximum Annual Operating Expense Limit with
respect to each Fund shall be the amount specified in Schedule A based on a percentage
of the average daily net assets of each Fund. |
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| c. | Method
of Computation. To determine the Adviser’s liability with respect to the
Excess Amount, each month the Fund Operating Expenses for each Fund shall be annualized
as |
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of the last
day of the month. If the annualized Fund Operating Expenses for any month of a Fund
exceed the Maximum Annual Operating Expense Limit of such Fund, the Adviser shall
first waive or reduce its investment advisory fee for such month by an amount sufficient
to reduce the annualized Fund Operating Expenses to an amount no higher than the
Maximum Annual Operating Expense Limit. If the amount of the waived or reduced investment
advisory fee for any such month is insufficient to pay the Excess Amount, the Adviser
may also remit to the appropriate Fund or Funds an amount that, together with the
waived or reduced investment advisory fee, is sufficient to pay such Excess Amount. |
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| d. | Year-End
Adjustment. If necessary, on or before the last day of the first month of each
fiscal year, an adjustment payment shall be made by the appropriate party in order
that the amount of the investment advisory fees waived or reduced and other payments
remitted by the Adviser to the Fund or Funds with respect to the previous fiscal
year shall equal the Excess Amount. |
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| 2. | Reimbursement of Fee Waivers and Expense Reimbursements. | |||
| a. | Reimbursement.
If, during any fiscal quarter in which the Advisory Agreement is still in effect,
the estimated aggregate Fund Operating Expenses of such Fund for the fiscal quarter
are less than the Maximum Annual Operating Expense Limit for that quarter, the Adviser
shall be entitled to reimbursement by such Fund, in whole or in part as provided
below, of the investment advisory fees waived or reduced and other payments remitted
by the Adviser to such Fund pursuant to Section 1 hereof. The total amount of reimbursement
to which the Adviser may be entitled (“Reimbursement Amount”) shall equal, at any
time, the sum of all investment advisory fees previously waived or reduced by the
Adviser and all other payments remitted by the Adviser to the Fund, pursuant to
Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement
previously paid by such Fund to the Adviser, pursuant to this Sections 2.1, with
respect to such waivers, reductions, and payments. The Reimbursement Amount shall
not include any additional charges or fees whatsoever, including, e.g., interest
accruable on the Reimbursement Amount. To the extent any reimbursement is made pursuant
to this Section 2.a., such reimbursement shall not cause the Fund Operating Expenses
to exceed the Maximum Annual Operating Expense Limit that was in place at the time
the Adviser waived or reduced its advisory fees or reimburse other expenses of the
Fund. |
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| b. | Method
of Computation. To determine each Fund’s accrual, if any, to reimburse
the Adviser for the Reimbursement Amount, each month the Fund Operating Expenses
of each Fund shall be annualized as of the last day of the month. If the annualized
Fund Operating Expenses of a Fund for any month are less than the Maximum Annual
Operating Expense Limit of such Fund, such Fund shall accrue into its net asset
value an amount payable to the Adviser sufficient to increase the annualized Fund
Operating |
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Expenses of
that Fund to an amount no greater than the Maximum Annual Operating Expense Limit
of that Fund, provided that such amount paid to the Adviser will in no event exceed
the total Reimbursement Amount. For accounting purposes, amounts accrued pursuant
to this Section 2 shall be a liability of the Fund for purposes of determining the
Fund’s net asset value. |
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| c. | Payment
and Year-End Adjustment. Amounts accrued pursuant to this Agreement shall be
payable to the Adviser as of the last day of each month. If necessary, on or before
the last day of the first month of each fiscal year, an adjustment payment shall
be made by the appropriate party in order that the actual Fund Operating Expenses
of a Fund for the prior fiscal year (including any reimbursement payments hereunder
with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense
Limit. |
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| d. | Limitation
of Liability. The Adviser shall look only to the assets of the Fund for which
it waived or reduced fees or remitted payments for reimbursement under this Agreement
and for payment of any claim hereunder, and neither the Fund, nor any of the Trust’s trustees, officers, employees, agents, or shareholders, whether past, present
or future shall be personally liable therefor. |
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| 3. | Term and Termination of Agreement. | |||
This Agreement
with respect to each of the Funds shall continue in effect until the expiration
date set forth on Schedule A (the “Expiration Date”). With regard to the
Operating Expense Limits, the Trust’s Board of Trustees and the Advisor may
terminate or modify this Agreement prior to the Expiration Date only by mutual written
consent. This Agreement shall terminate automatically upon the termination of the
Advisory Agreement; provided, however, that the obligation of the Trust to reimburse
the Adviser with respect to the Fund shall survive the termination of this Agreement
unless the Trust and the Adviser agree otherwise. |
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| 4. | Miscellaneous. | |||
| a. | Captions. The captions in this Agreement are included for convenience of reference only
and in no other way define or delineate any of the provisions hereof or otherwise
affect their construction or effect. |
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| b. | Interpretation. Nothing herein contained shall be deemed to require the Trust or the Funds
to take any action contrary to the Trust’s Agreement and Declaration of Trust
or by-laws, as amended from time to time, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or deprive
the Trust’s Board of Trustees of its responsibility for and control of the
conduct of the affairs of the Trust or the Funds. The parties to this Agreement
acknowledge and agree that all litigation arising hereunder, whether direct or indirect,
and of any and every nature whatsoever shall be satisfied solely out of the assets
of the affected Fund and that no Trustee, officer or holder of shares of beneficial
interest of the Fund shall be personally |
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liable for
any of the foregoing liabilities. The Trust’s Agreement and Declaration of
Trust is on file with the Secretary of State of the State of Delaware. The Agreement
and Declaration of Trust and by-laws describe in detail the respective responsibilities
and limitations on liability of the Trustees, officers, and holders of shares of
beneficial interest. |
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| c. | Definitions. Any question of interpretation of any term or provision of this Agreement,
including but not limited to the investment advisory fee, the computations of net
asset values, and the allocation of expenses, having a counterpart in or otherwise
derived from the terms and provisions of the Advisory Agreement or the 1940 Act,
shall have the same meaning as and be resolved by reference to such Advisory Agreement
or the 1940 Act. |
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| d. | Enforceability. Any term or provision of this Agreement which is invalid or unenforceable in
any jurisdiction shall, as to such jurisdiction be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable the
remaining terms or provisions of this Agreement or affecting the validity or enforceability
of any of the terms or provisions of this Agreement in any other jurisdiction. |
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers as of the date first above written.
| World Funds Trust, on behalf of each Fund Listed on Schedule A | ||||
| By: | /s/ Xxxx Xxxxx, III | |||
| Name: | Xxxx Xxxxx, III | |||
| Title: | President | |||
| Real Estate Management Services Group, LLC | ||||
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | President | |||
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| SCHEDULE A |
| to the |
| EXPENSE LIMITATION AGREEMENT (the “Agreement”) |
| between |
| WORLD FUNDS TRUST (the “Trust”) |
| and |
| Real Estate Management Services Group, LLC |
This Agreement relates to the following Funds of the Trust:
| Fund | Maximum
Annual Operating Expense Limit |
Effective Date | Expiration Date | |||||||||
| REMS International Real Estate Value Opportunity Fund | 0.25% | May 1, 2017 | September 30, 2017 | |||||||||
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