March 5, 2019
Xxxxx 0, 0000
Xxxxxxx Mutual Funds Trust
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Ladies and Gentlemen:
This letter agreement (the "Agreement")
confirms the temporary fee waiver by Xxxxxxx Asset Management, LP (the "Adviser") with respect to the advisory fees received in connection with the
management of The Xxxxxxx MLP Infrastructure Fund (the "Fund"), a series of Xxxxxxx Mutual Funds Trust (the "Trust").
The Trust and the Adviser have entered into an Investment Management Agreement, dated as of September 14, 2017 (the "Management Agreement"). Pursuant to the Management Agreement, the Fund pays to the Adviser a fee, payable at the end of each calendar month, at an annual rate
equal to the average daily value of the Fund’s Managed Assets (as defined in the Management Agreement) during such month (the "Advisory Fee") in the amount
set forth in Appendix A, hereto.
1. Advisory Fee Waiver. The Adviser has agreed to waive temporarily a portion of the
Advisory Fee payable to the Adviser so the Fund’s operating expenses (exclusive of any front-end load, deferred sales charge, 12b-1 fees, taxes, brokerage commissions, expenses incurred in connection with any merger or reorganization, acquired
fund fees and expenses, or extraordinary expenses such as litigation) will not exceed the applicable amount set forth in Appendix A hereto (the "Expense Limitation") for the Fund's Class A Shares, Class C Shares and Class I Shares.
2. Expenses Reimbursement. In addition to any Advisory Fee waivers, the Adviser may,
in its discretion, reimburse the Fund for certain Fund operating expenses so that the Expense Limitation is not exceeded.
3. Recoupment. Amounts waived or reimbursed by the Adviser are subject to possible
recoupment from the Fund in future years on a rolling three year basis (within the three years after the date such portion of the Advisory Fee has been waived or such expenses were reimbursed) if such recoupment can be achieved without exceeding
the Expense Limitation in effect at the time of waiver or recoupment.
4. Term and Termination. This Agreement shall continue through March 31, 2020. In
addition, this Agreement will terminate automatically in the event of the termination of the Advisory Agreement.
5. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the Investment Company Act of 1940, as amended.
0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000 (000) 000-0000 (phone) • 000 000-0000 (fax) xxx.xxxxxxxxxxxx.xxx•xxxx@xxxxxxxxxxxx.xxx
Very truly yours,
XXXXXXX ASSET MANAGEMENT, LP
By: /s/
Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Managing Partner
0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000 (000) 000-0000 (phone) • 000 000-0000 (fax) xxx.xxxxxxxxxxxx.xxx•xxxx@xxxxxxxxxxxx.xxx
Appendix A
|
Fund
|
Annual
Management Fee
|
Expense
Limitation
|
|
Xxxxxxx MLP Infrastructure Fund (Class A)
|
1.50%
|
1.75%
|
|
Xxxxxxx MLP Infrastructure Fund (Class C)
|
1.50%
|
2.50%
|
|
Xxxxxxx MLP Infrastructure Fund (Class I)
|
1.50%
|
1.50%
|
