May 14, 2015 To the Trustees of DoubleLine Funds Trust DoubleLine Equity Funds Los Angeles, CA 90071 Re: Expense Limitation Agreement Gentlemen:
May 14, 2015
To the Trustees of
DoubleLine Equity Funds
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Los Angeles, CA 90071
Re: Expense Limitation Agreement
Gentlemen:
This Agreement, originally made and entered into as of May 22, 2014, and as amended and restated on August 21, 2014 and November 20, 2014, by DoubleLine Capital LP and DoubleLine Equity LP, each a Delaware limited partnership, and accepted and agreed to by DoubleLine Funds Trust, a Delaware statutory trust, on behalf of each DFT Fund (as defined below), and DoubleLine Equity Funds, a Massachusetts business trust, on behalf of each of its series, is hereby amended and restated as of May 14, 2015 for the purposes of adding DoubleLine Commodity LP, a Delaware limited partnership, as a party to the Agreement with respect to its obligations to DoubleLine Strategic Commodity Fund, a new series of DoubleLine Funds Trust.
With reference to the Investment Advisory and Management Agreement entered into by DoubleLine Capital LP and DoubleLine Funds Trust dated March 25, 2010, the Investment Management Agreement entered into by DoubleLine Equity LP and DoubleLine Equity Funds (with DoubleLine Funds Trust, each a “Trust”) dated March 12, 2013, and the Investment Management Agreement entered into by DoubleLine Commodity LP (with DoubleLine Capital LP and DoubleLine Equity LP, each an “Adviser”) and DoubleLine Funds Trust dated May 14, 2015, each as amended from time to time, we hereby notify you as follows:
1. DoubleLine Capital LP hereby agrees to waive its investment advisory fee and to reimburse other ordinary operating expenses of DoubleLine Emerging Markets Fixed Income Fund, DoubleLine Multi-Asset Growth Fund, DoubleLine Low Duration Bond Fund, DoubleLine Floating Rate Fund, DoubleLine Shiller Enhanced CAPE®, DoubleLine Flexible Income Fund, DoubleLine Low Duration Emerging Markets Fixed Income Fund, DoubleLine Selective Credit Fund, and DoubleLine Long Duration Total Return Bond Fund (collectively, the “Existing DFT Funds”), DoubleLine Commodity LP hereby agrees to waive its investment advisory fee and to reimburse other ordinary operating expenses of DoubleLine Strategic Commodity Fund (together with the Existing DFT Funds, the “DFT Funds”), and DoubleLine Equity LP agrees to waive its investment advisory fee and to reimburse other ordinary operating expenses of DoubleLine Equities Growth Fund (together with the DFT Funds, each, a “Fund” and, collectively, the “Funds”) to the extent necessary to limit the ordinary operating expenses of the following share classes to an amount not to exceed the following annual rates (based on such class’s average daily net assets):
| Class A | Class C | Class I | Class N | |||||
| DoubleLine Emerging Markets Fixed Income Fund |
- | - | 0.95% | 1.20% |
| DoubleLine Multi-Asset Growth Fund | 1.45% | 2.20% | 1.20% | 1.45% | ||||
| DoubleLine Low Duration Bond Fund | - | - | 0.47% | 0.72% | ||||
| DoubleLine Floating Rate Fund | - | - | 0.75% | 1.00% | ||||
| DoubleLine Shiller Enhanced CAPE® | - | - | 0.65% | 0.90% | ||||
| DoubleLine Flexible Income Fund | - | - | 0.82% | 1.07% | ||||
| DoubleLine Low Duration Emerging Markets Fixed Income Fund | - | - | 0.59% | 0.84% | ||||
| DoubleLine Selective Credit Fund | - | - | 0.64% | - | ||||
| DoubleLine Long Duration Total Return Bond Fund | - | - | 0.65% | 0.90% | ||||
| DoubleLine Strategic Commodity Fund | - | - | 1.10% | 1.35% | ||||
| DoubleLine Equities Growth Fund | 1.30% | - | 1.05% | - | ||||
With respect to DoubleLine Emerging Markets Fixed Income Fund, DoubleLine Multi-Asset Growth Fund, DoubleLine Low Duration Bond Fund, DoubleLine Floating Rate Fund, DoubleLine Shiller Enhanced CAPE®, DoubleLine Flexible Income Fund, DoubleLine Low Duration Emerging Markets Fixed Income Fund, DoubleLine Equities Growth Fund, and DoubleLine Selective Credit Fund this agreement shall be in effect until at least July 31, 2016. With respect to DoubleLine Long Duration Total Return Bond Fund, this agreement shall be in effect until at least November 20, 2016. With respect to DoubleLine Strategic Commodity Fund, this agreement shall be in effect for the two-year period commencing on the effective date of the Investment Management Agreement between DoubleLine Commodity LP and DoubleLine Funds Trust.
For the purposes of this agreement, “ordinary operating expenses” excludes taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, acquired fund fees and expenses, and any extraordinary expenses.
2. To the extent that an Adviser waives its investment advisory fee and/or reimburses ordinary operating expenses of a share class of a Fund to satisfy the limitations set forth in this agreement, the Adviser may seek reimbursement from that share class of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or reimbursed, subject to these expense limitations; provided, however, that the Adviser shall not be entitled to any reimbursement from DoubleLine Selective Credit Fund in respect of any investment advisory fees waived by the Adviser as a result of the terms of the Letter Agreement attached hereto as Exhibit A.
3. Prior to the expiration of this agreement, as provided for in paragraph one above, the expense limitation arrangements set forth above for the Funds may only be modified or terminated, with respect to a particular Trust, with the approval of a majority vote of the trustees of the Trust who are not “interested persons” of the Trust, as defined under the Investment Company Act of 1940, as amended (the “1940 Act”).
4. We understand and intend that you will rely on this undertaking in preparing and filing the Registration Statements on Form N-1A for the above referenced Funds, and any amendments thereto, with the Securities and Exchange Commission, in accruing the Funds’ expenses for purposes of calculating their net asset value per share and for other purposes permitted under the 1940 Act, and expressly permit you to do so.
| Very truly yours, | ||
| DOUBLELINE CAPITAL LP, | ||
| By: | DoubleLine Capital GP LLC, its general | |
| partner | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Authorized Signer | ||
| DOUBLELINE COMMODITY LP | ||
| By: | RHE Group LLC, its general partner | |
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | ||
| Title: Authorized Signer | ||
| DOUBLELINE EQUITY LP, | ||
| By: | DoubleLine Capital GP LLC, its general | |
| partner | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Authorized Signer | ||
ACCEPTED AND AGREED TO ON BEHALF OF:
DoubleLine Emerging Markets Fixed Income Fund
DoubleLine Multi-Asset Growth Fund
DoubleLine Low Duration Bond Fund
DoubleLine Floating Rate Fund
DoubleLine Shiller Enhanced CAPE®
DoubleLine Flexible Income Fund
DoubleLine Low Duration Emerging Markets Fixed Income Fund
DoubleLine Selective Credit Fund
DoubleLine Long Duration Total Return Bond Fund
DoubleLine Strategic Commodity Fund
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: President |
ACCEPTED AND AGREED TO ON BEHALF OF:
DoubleLine Equities Growth Fund
DOUBLELINE EQUITY FUNDS
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: President |
