EX-99.28.H.12 2 fp0049921_ex9928h12.htm

 

EXPENSE LIMITATION AGREEMENT

 

Forum Funds II 

c/o Atlantic Fund Administration 

Three Canal Plaza, Suite 600 

Portland, ME 04101

 

December 13, 2019

 

Gaizka Ibanez de Opakua, COO 

Caravan Capital Management, LLC 

950 Pacific Avenue, Suite 500 

Tacoma, WA 98402

 

Dear Mr. Ibanez de Opakua:

 

Pursuant to this Expense Limitation Agreement (the “Agreement”), Caravan Capital Management, LLC (the “Adviser”) agrees to reduce its investment advisory fee and reimburse expenses as necessary to ensure that the total annual fund operating expenses (excluding all taxes, interest, portfolio transaction expenses, acquired fund fees and expenses, proxy expenses, and extraordinary expenses) for the Caravan Frontier Markets Opportunities Fund (the “Fund”) do not exceed 1.30% (the “Expense Limitation”) through February 1, 2021 (the “Limitation Period”).

 

This Agreement constitutes the whole agreement between the parties and supersedes any previous fee waiver agreement relating to the Fund.

 

With respect to each class of shares, as applicable, the Fund agrees to repay the Adviser for any advisory fees forgone and any operating expenses that the Adviser reimburses under the Expense Limitation applicable to the class, provided that (a) the repayments do not cause the Fund’s total operating expenses (excluding all taxes, interest, portfolio transaction expenses, acquired fund fees and expenses, proxy expenses, and extraordinary expenses) to exceed the lesser of (i) the Expense Limitation for the class, and (ii) the Expense Limitation in place at the time of the Adviser’s waiver or reimbursement; (b) the repayment of any advisory fees waived or expenses reimbursed are made within three years of the date on which they are incurred, and (c) the recoupment is approved by the Board of Trustees of Forum Funds II (the “Board”). The Adviser understands that it shall look only to the assets attributable to the Fund for performance of this Agreement and for payment of any claim the Adviser 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 states of Washington and Maine, 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 Delaware.

 

 

This Agreement may only be amended or terminated with the approval of the Board and will automatically terminate concurrent with the termination of the advisory agreement between the Adviser and the Trust with respect to the Fund; provided, however, that this Agreement shall not terminate in the event of a termination of such advisory agreement as a result of an assignment thereof by the Adviser if a new advisory agreement is entered into by the Trust and the Adviser with respect to the Fund. Unless otherwise amended or terminated, this Agreement will terminate on February 1, 2021.

 

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,  
       
  FORUM FUNDS II,  
       
  By: /s/ Jessica Chase  
    Jessica Chase  
  Title: President  

 

The foregoing Agreement is hereby accepted as of December 13, 2019.

 

Caravan Capital Management, LLC  
     
By: /s/ Gaizka Ibanez de Opakua  
Name: Gaizka Ibanez de Opakua  
Title: COO, Caravan Capital Management, LLC  

 

Signature page to the Expense Limitation Agreement