EX-99.H.9 4 d828379dex99h9.htm SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT DATED OCTOBER 1, 2019 Second Amended and Restated Expense Limitation Agreement dated October 1, 2019

SECOND AMENDED AND RESTATED

EXPENSE LIMITATION AGREEMENT

This Second Amended and Restated Expense Limitation Agreement (the “Agreement”), made by and between RBC Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of each of its series listed on Schedule A hereto (each a “Fund” and collectively, the “Funds”) and RBC Global Asset Management (U.S.) Inc., a Minnesota corporation (“RBC GAM”), is amended and restated effective October 1, 2019.

R E C I T A L S

WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940 (the “1940 Act”) and RBC GAM is registered as an investment adviser under the Investment Advisers Act of 1940; and

WHEREAS, the Trust includes the Funds and classes identified on Schedule A; and

WHEREAS, the Trust and RBC GAM have entered into multiple investment advisory agreements (each, an “Advisory Agreement”) pursuant to which RBC GAM provides advisory services to the Funds for compensation based on the value of the average daily net assets of the Funds; and

WHEREAS, the parties have determined that it is appropriate and in the best interests of each Fund and its shareholders to maintain the expenses of the Funds at levels below the level to which the Funds may otherwise be subject; and

WHEREAS, the Trust and RBC GAM entered into various agreements pertaining to expense limitations for the Funds in the past which were consolidated into one Amended and Restated Expense Limitation Agreement dated December 14, 2016, as subsequently amended, and wish to further amend and restate the Agreement to further consolidate multiple Schedules into one.

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1.           Expense Limitation.

1.1      Fund Operating Expenses: Excess Amount. To the extent that the “Annual Fund Operating Expenses” incurred by a Fund in any fiscal year, but excluding brokerage and other investment-related costs, interest, taxes, dues, fees and other charges of governments and their agencies, extraordinary expenses such as litigation (including legal and audit fees and other costs in contemplation of or incident thereto) and indemnification, other expenses not incurred in the ordinary course of the Fund’s business and fees and expenses incurred indirectly by the Fund as a result of investment in shares of another investment company (“Fund Operating Expenses”), exceed the Operating Expense Limit (as defined in Section 1.2 below), RBC GAM shall be obligated to reimburse the Fund for such excess amount (the “Excess Amount”).

1.2.      Operating Expense Limit. The Operating Expense Limit with respect to a Fund shall be the amount, expressed as a percentage of the average daily net assets of the Fund, set forth in Schedule A.


1.3.      Method of Computation. To determine RBC GAM’s obligation with respect to the Excess Amount, each day the Fund Operating Expenses for the Fund shall be annualized. If the annualized Fund Operating Expenses for any day of a Fund exceed the Operating Expense Limit for such Fund, RBC GAM shall remit to such Fund an amount that, together with any offset of waived or reduced advisory fees is sufficient to pay that day’s Excess Amount. The Fund may offset amounts owed to the Fund pursuant to this Agreement against the fees payable to RBC GAM pursuant to the Advisory Agreement.

1.4.      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 services fees waived or reduced and other payments remitted by RBC GAM to the respective Fund with respect to the previous fiscal year shall equal the Excess Amount.

2.           Recoupment of Fee Waivers and Expense Reimbursements.

2.1.      Recoupment. If on any day during which this Agreement is in effect, the

estimated annualized Fund Operating Expenses of a Fund for that day are less than the Operating Expense Limit, RBC GAM shall be entitled to recoup from the Fund the services fees waived or reduced and other payments remitted by RBC GAM to the respective Fund pursuant to Section 1 of this Agreement (the “Recoupment Amount”) during the applicable time period noted in Schedule A hereto (the “Recoupment Period”), from the date on which the fee was waived or expense was paid, to the extent that the respective Fund’s annualized Fund Operating Expenses plus the amount so recouped equals, for such day, the Operating Expense Limit provided in the applicable Schedule, provided that such amount paid to RBC GAM will in no event exceed the total Recoupment Amount and will not include any amounts previously recouped. In addition, fees waived or expenses paid previously cannot be recouped solely because of a subsequent increase in a Fund’s operating expense limit.

2.2.      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 actual Fund Operating Expenses of the respective Fund for the prior fiscal year (including any recoupment payments permitted under this Agreement) do not exceed the Operating Expense Limit.

3.           Term and Termination of Agreement. This Agreement shall initially continue in effect with respect to a Fund until such date indicated in Schedule A, and shall continue in effect from year to year thereafter, unless and until revised or terminated as described below. RBC GAM may revise or terminate the Agreement with respect to a Fund at the expiration of any one-year period by notifying the Fund of its intention to revise or terminate the Agreement at least thirty (30) days prior to the end of the one-year period. This Agreement may also be revised or terminated with respect to a Fund by the Board, if the Board consents to a revision or termination as being in the best interests of the Fund. In addition, this Agreement shall automatically terminate upon the termination of the Advisory Agreement, unless such termination occurs in connection with a transfer of a relationship to an affiliate of RBC GAM.

4.           Notice. Any notice under this Agreement shall be in writing, addressed, delivered or mailed, postage prepaid, to the other party at such address as such other party may designate in writing for receipt of such notice.


5.      Interpretation: Governing Law. This Agreement shall be subject to and interpreted in accordance with all applicable provisions of law including, but not limited to, the 1940 Act, and the rules and regulations promulgated under the 1940 Act. To the extent that the provisions of this Agreement conflict with any such applicable provisions of law, the latter shall control. The laws of the State of Minnesota shall otherwise govern the construction, validity and effect of this Agreement.

6.      Amendments. This Agreement may be amended only by a written agreement signed by each of the parties. For the avoidance of doubt, any amendment which solely replaces any schedule hereto shall supersede and replace the previous schedule.

7.      Entire Agreement. This Agreement contains the entire understanding of the parties hereto with respect to the subject matter contained herein and supersedes all previous agreements and/or understandings of the parties.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the date first written above.

 

  

RBC FUNDS TRUST

  
  

By: /s/ Kathleen A. Gorman

  
  

Name: Kathleen A. Gorman

  
  

Title: President

  
     

 

  

RBC GLOBAL ASSET

MANAGEMENT (U.S.) INC.

  
  

By: /s/ Carol Kuha

  
  

Name: Carol Kuha

  
  

Title: Chief Operating Officer

  


Schedule A

 

    

Operating Expense Limits –By Class  

 

   

        Fund Name

 

 

Class A  

 

 

Class I  

 

 

Class  
R6  

 

 

Class  
IS  

 

 

Initial Term

Through*

 

 

Recoupment
Duration

 

Access Capital Community Investment Fund   0.80%   0.45%   NA     0.40%   January 31, 2018 with respect to Class A and I; January 31, 2021 with respect to Class IS   12 months
RBC BlueBay Emerging Market Debt Fund   1.12%   0.87%   0.82%   NA     January 31, 2018   36 months
RBC BlueBay Global Bond Fund   0.77%   0.52%   0.47%   NA     January 31, 2018 with respect to Classes I and R6; January 31, 2021 with respect to Class A   36 months
RBC BlueBay High Yield Bond Fund   0.82%   0.57%   NA     NA     January 31, 2018   36 months
RBC Emerging Markets Equity Fund   1.13%   0.88%   0.88%   NA     September 30, 2018   36 months
RBC Emerging Markets Small Cap Equity Fund   1.70%   1.45%   NA     NA     July 31, 2018   36 months
RBC Emerging Markets Value Equity Fund   NA     0.95%   0.88%   NA     July 31, 2019   36 months
RBC Enterprise Fund   1.33%   1.08%   NA     NA     January 31, 2018   12 months
RBC Global Opportunities Fund   1.11%   0.86%   0.81%   NA     July 31, 2018 with respect to Classes I and R6; July 31, 2021   36 months


                                                                               

with respect to Class A

 

       

RBC Impact Bond Fund

    0.70%       0.45%       0.40%       NA    

January 31, 2019 with respect to Classes I and R6; January 31, 2021 with respect to Class A

 

    36 months  
RBC International Opportunities Fund     1.14%       0.89%       0.84%       NA    

July 31, 2018 with respect to Classes I and R6; July 31, 2021 with respect to Class A

 

    36 months  

RBC Microcap Value Fund

 

    1.32%       1.07%       NA       NA     January 31, 2018     12 months  

RBC Short Duration Fixed Income Fund

 

    0.45%       0.35%       NA       NA     July 31, 2018     36 months  

RBC Small Cap Core Fund

 

    1.15%       0.90%       0.87%       NA     January 31, 2018     12 months  

RBC Small Cap Value Fund

 

    NA       0.85%       0.80%       NA     January 31, 2018     36 months  

RBC SMID Cap Growth Fund

 

    1.07%       0.82%       0.77%       NA     January 31, 2019     12 months  

RBC Ultra-Short Fixed Income Fund

 

    0.38%       0.28%       NA       NA     July 31, 2018     36 months  

* Note that after the initial term, this Agreement shall continue in effect from year to year thereafter for each Fund, unless and until revised or terminated, all as described in Section 3 of the Agreement.