EXPENSE LIMITATION AGREEMENT
Exhibit (h)(25)
THIS EXPENSE LIMITATION AGREEMENT
(the “Agreement”) is made effective as of December 23, 2022, by and between Xxxxxxxx Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust set
forth on Schedule A attached hereto (the “ETF”), and Xxxxxxxx
Advisors, Inc., the ETF’s investment adviser (the “Adviser”).
RECITALS
WHEREAS, the Adviser renders advice and services to the ETF pursuant
to the terms and provisions of an Investment Advisory Agreement between the Trust and the Adviser, dated as of December
23, 2022, as amended or modified from time to time (the “Advisory Agreement”); and
WHEREAS, the Adviser has agreed
to limit the operating expenses of the ETF as set forth on Schedule A attached hereto, pursuant to the terms and provisions of this Agreement, and the Trust
(on behalf of the ETF) desires the Adviser to implement those limits.
AGREEMENT
NOW, THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties hereto, intending to be legally bound hereby, mutually agree as follows:
1. LIMIT ON OPERATING EXPENSES. The Adviser agrees, subject to Section 2 hereof, to reduce the fees payable to it under the Advisory
Agreement (but not below zero) and/or reimburse other expenses of the ETF to the extent necessary to limit the total operating expenses of the ETF (exclusive of the items identified on Schedule A), to the amount of the “Maximum Operating Expense Limit” set forth across from the name of the ETF on the attached Schedule A.
2. REIMBURSEMENT OF FEES AND EXPENSES. The ETF agrees to pay to the Adviser the amount of fees (including any amounts foregone through limitation or reimbursed pursuant to Section 1 hereof) that, but for Section 1 hereof, would have been payable by the ETF to the Adviser pursuant to the Advisory Agreement or which have been reimbursed in
accordance with Section 1 (the “Deferred Fees”), subject to the limitations provided in this Section. Such repayment shall be made monthly, but only if the operating expenses of the ETF (exclusive of the items
identified on Schedule A), without regard to such repayment, are at an annual rate (as a percentage of the average daily net assets of the ETF) equal to or
less than the “Maximum Operating Expense Limit” for the ETF, as set forth on Schedule A. Furthermore, the amount of Deferred Fees paid by the ETF in any
month shall be limited so that the sum of (a) the amount of such payment and (b) the other operating expenses of the ETF (exclusive of the items identified on Schedule
A) do not exceed the above-referenced “Maximum Operating Expense Limit” of the ETF.
Deferred Fees with respect to any fiscal year of the ETF shall not be payable by the ETF to the extent that the amounts payable by the
ETF pursuant to the preceding paragraph during the period ending three years after the end of such fiscal year are not sufficient to pay such Deferred Fees. In no event will the ETF be obligated to pay any fees waived or deferred by the Adviser with
respect to any other series of the Trust.
3. TERM. Except with respect to Section 2 hereof, this Agreement shall be effective for the period from the date of this Agreement until December 31, 2024. This Agreement shall automatically terminate upon the termination of the Advisory Agreement.
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4. LIMITATION OF LIABILITY. Xxxxxx is hereby given that this Agreement is
executed by the Trust on behalf of the ETF by an officer of the Trust as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders individually
but are binding only upon the assets and property belonging to the ETF.
5. ASSIGNMENT. This Agreement and all rights and obligations hereunder may
not be assigned without the written consent of the other party.
6. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected
thereby.
7. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflict of laws principles thereof; provided that nothing
herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act of 1940, as amended, and the Investment Advisers Act of 1940, as amended, and any rules and regulations
promulgated thereunder.
* * *
(Signature page follows.)
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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed and attested by their duly authorized officers, all as of the day and year first above written.
XXXXXXXX ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
President
XXXXXXXX FUNDS TRUST
By: /s/ Xxxx X.
Xxxxxxxx
Xxxx X. Xxxxxxxx
President and Chairman of the Board
Signature Page to Expense Limitation Agreement
SCHEDULE A
OPERATING EXPENSE LIMITS
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Maximum Operating
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Fund Name and Class of Shares
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Expense Limit*
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Xxxxxxxx Stance ESG Large Cap ETF
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0.85%
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| * |
Expressed as a percentage of the ETF’s average daily net assets.
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This amount is exclusive of all federal, state and local taxes, interest, brokerage commissions, acquired fund fees
and expenses (as defined in Form N‑1A under the Investment Company Act of 1940, as amended, or any successor form thereto) and any extraordinary items.
