FORM OF EXPENSE LIMITATION AGREEMENT
▇▇▇▇▇▇ BROTHERS INCOME FUNDS
▇▇▇▇▇▇ BROTHERS CORE PLUS BOND FUND
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
___________, 2008
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Management Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇[▇▇] ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Dear Ladies and Gentlemen:
▇▇▇▇▇▇ Brothers Core Plus Bond Fund (the "Fund") is a series of ▇▇▇▇▇▇
Brothers Income Funds, a Delaware statutory trust ("Trust").
You hereby agree during the respective period noted on Schedule A
("Limitation Period"), to forgo current payment of fees and/or reimburse annual
operating expenses of the Fund's respective Class noted on Schedule A (excluding
interest, taxes, brokerage commissions, and extraordinary expenses of the Fund)
("Operating Expenses"), so that the Operating Expenses of the Fund's respective
Class are limited to the rate per annum, as noted on Schedule A, of that Class'
average daily net assets ("Expense Limitation").
The Fund agrees to repay you out of assets attributable to its respective
Class noted on Schedule A for any fees forgone by you under the Expense
Limitation or any Operating Expenses you reimburse in excess of the Expense
Limitation, provided the repayments do not cause that Class' total operating
expenses (exclusive of interest, taxes, brokerage commissions and extraordinary
expenses) to exceed the respective annual rate of average daily net assets as
noted on Schedule A and the repayments are 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 Class of the Fund for performance of this Agreement and for payment
of any claim you may have hereunder, and neither any other series of the Trust
or class of the Fund, 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.
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,
▇▇▇▇▇▇ BROTHERS INCOME FUNDS,
on behalf of
▇▇▇▇▇▇ BROTHERS CORE PLUS BOND FUND
By:
Title:
The foregoing Agreement is hereby accepted as of ___________, 2008
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC.
By:
Title:
SCHEDULE A
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FUND CLASS LIMITATION PERIOD EXPENSE LIMITATION
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▇▇▇▇▇▇ Brothers Core Plus Bond Fund Class A 10/31/2011 0.82%
▇▇▇▇▇▇ Brothers Core Plus Bond Fund Class C 10/31/2011 1.57%