EXPENSE LIMITATION AGREEMENT NEUBERGER BERMAN ETF TRUST NEUBERGER BERMAN CHINA EQUITY ETF NEUBERGER BERMAN GLOBAL REAL ESTATE ETF
XXXXXXXXX XXXXXX ETF TRUST
XXXXXXXXX XXXXXX CHINA EQUITY ETF
XXXXXXXXX XXXXXX GLOBAL REAL ESTATE ETF
0000 Xxxxxx xx xxx Xxxxxxxx
New York, New York 10104
August 1, 2023
Xxxxxxxxx Xxxxxx Investment Advisers LLC
0000 Xxxxxx xx xxx Xxxxxxxx
New York, New York 10104
Dear Ladies and Gentlemen:
Xxxxxxxxx Xxxxxx China Equity ETF and Xxxxxxxxx Xxxxxx Global
Real Estate ETF (each, a “Fund”) are series of Xxxxxxxxx Xxxxxx ETF Trust, a Delaware statutory trust (“Trust”).
You hereby agree, from August 3, 2023 until each date noted on
Schedule A (each, a “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 each Fund noted on Schedule A so that the Operating Expenses of
each Fund are limited to the respective rate per annum, as noted on Schedule A, of that Fund’s average daily net assets (each, an “Expense Limitation”). Commitment fees relating to borrowings are treated as interest for purposes of this section.
Each Fund agrees to repay you
out of assets attributable to that Fund noted on Schedule A for any fees waived by you under an Expense Limitation or any Operating Expenses you reimburse in excess of an Expense Limitation, provided that the repayment does not cause that 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 respective 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 August 3, 2023.
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.
Very truly yours,
XXXXXXXXX XXXXXX ETF TRUST,
on behalf of
XXXXXXXXX XXXXXX CHINA EQUITY ETF
XXXXXXXXX XXXXXX GLOBAL REAL ESTATE ETF
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Executive
Officer and President
The foregoing Agreement is hereby accepted as of August
1, 2023.
XXXXXXXXX XXXXXX INVESTMENT ADVISERS LLC
| By: |
/s/ Xxxxxx X. Xxxxx |
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|
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| Name: |
Xxxxxx X. Xxxxx |
|
|
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| Title: |
President and Chief Investment Officer -- Equities |
SCHEDULE A
|
Fund
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Limitation
Period
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Expense
Limitation
|
|
Xxxxxxxxx Xxxxxx China Equity ETF
|
8/31/2026
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0.74%
|
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Xxxxxxxxx Xxxxxx Global Real Estate ETF
|
8/31/2026
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0.74%
|
