SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT MORNINGSTAR FUNDS TRUST
EX-99(h)(iii)
SECOND AMENDED AND RESTATED
This Second Amended and Restated Expense Limitation Agreement (the “Agreement”) is made as of the 26th day of June, 2023 by and between Morningstar Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of each of its series listed on Schedule A, as such may be amended from time to time (each, a “Fund” and, collectively, the “Funds”), and Morningstar Investment Management LLC, a Delaware corporation (“MIM”).
RECITALS
WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940 (the “1940 Act”) and MIM is registered as an investment adviser under the Investment Advisers Act of 1940; and
WHEREAS, the Trust includes the Funds identified on Schedule A (as it may be amended from time to time); and
WHEREAS, ▇▇▇ entered into an Investment Advisory Agreement with the Trust, dated April 30, 2018 (the “Advisory Agreement”), pursuant to which MIM provides, or arranges for the provision of, investment advisory and management services to each Fund, and for which it is compensated based on the average daily net assets of each such Fund; and
WHEREAS, the Trust and MIM have determined that it is appropriate and in the best interests of each Fund and its shareholders to limit the total expenses of each Fund to the amount provided for each Fund on Schedule A hereto, as may be amended from time to time;
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:
1. Expense Waiver and Expense Assumption by Morningstar. MIM hereby agrees to waive all or a portion of its advisory fees and, if necessary, to assume certain other expenses (to the extent permitted by the Internal Revenue Code of 1986, as amended) of each Fund, to the extent necessary to ensure that the Total Annual Fund Operating Expenses (excluding taxes, interest, brokerage commissions, and trading costs), short sale dividend and interest expenses, litigation, and extraordinary expenses) do not exceed a specified percentage of the average daily net assets of the Fund, as indicated on Schedule A to this Agreement.
2. Duty of Fund to Reimburse. No Fund shall be required to reimburse MIM for fees waived or fees assumed by MIM in accordance with this Agreement.
3. Assignment. No assignment of this Agreement shall be made by MIM without the prior consent of the Trust.
4. Duration and Termination. This Agreement shall be effective as to each Fund on the date set forth in Schedule A through the termination date in Schedule A and shall continue in effect from year to year thereafter upon mutual agreement of the Trust and MIM. This Agreement shall automatically terminate upon the termination of the Advisory Agreement between MIM and the Trust.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| MORNINGSTAR FUNDS TRUST | MORNINGSTAR INVESTMENT MANAGEMENT LLC | |||||||
| By: | /s/ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
By: | /s/ ▇. ▇▇▇▇▇▇▇ | |||||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||
| Title: | CCO and Secretary | Title: | Co-President | |||||
SCHEDULE A
| Fund’s Institutional Shares | Expense Limit* |
Effective Date |
Termination Date |
|||||||||
| Morningstar Alternatives Fund |
1.16 | % | September 1, 2023 | August 31, 2024 | ||||||||
| Morningstar Defensive Bond Fund |
0.48 | % | September 1, 2023 | August 31, 2024 | ||||||||
| Morningstar Global Income Fund |
0.73 | % | September 1, 2023 | August 31, 2024 | ||||||||
| Morningstar Global Opportunistic Equity Fund |
0.84 | % | September 1, 2023 | August 31, 2024 | ||||||||
| Morningstar International Equity Fund |
0.99 | % | September 1, 2023 | August 31, 2024 | ||||||||
| Morningstar Multisector Bond Fund |
0.79 | % | September 1, 2023 | August 31, 2024 | ||||||||
| Morningstar Municipal Bond Fund |
0.58 | % | September 1, 2023 | August 31, 2024 | ||||||||
| Morningstar Total Return Bond Fund |
0.53 | % | September 1, 2023 | August 31, 2024 | ||||||||
| Morningstar U.S. Equity Fund |
0.82 | % | September 1, 2023 | August 31, 2024 | ||||||||
| * | As an annual percentage of the Fund’s average daily net assets. |