SECOND AMENDED AND RESTATED
EXPENSE LIMITATION AGREEMENT
MORNINGSTAR FUNDS TRUST
This Second Amended and Restated Expense Limitation Agreement (the “Agreement’’) is made as of the 21 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, MIM 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:
l. 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, Acquired Fund Fees and Expenses (as such term is defined in Form N-1A), short sale
dividend and interest expenses, litigation, and extraordinary expenses) do not exceed a specified percentage of the annual 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.
