EXPENSE LIMITATION AGREEMENT
L. XXX
XXXX & ASSOCIATES, LLP
0000 X.
Xxxxxxxxx Xxxx, Xxxxx 000X
Xxxxxxx,
Xxxxxxx 00000
March __,
2010
Xxxx
Investment Trust
000
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx,
Xxxx 00000
Dear
Sirs:
L. Xxx Xxxx & Associates, LLP
confirms our agreement with you as follows:
1. You
are an open-end management investment company registered under the Investment
Company Act of 1940 (the “Act”) and are authorized to issue shares of separate
series (funds), with each fund having its own investment objective, policies and
restrictions. You propose to engage in the business of investing and
reinvesting the assets of Xxxx Small & Mid-Cap Growth Fund (the “Fund”) in
accordance with applicable limitations. Pursuant to an Investment
Advisory Agreement dated as of March __, 2010 (the “Advisory Agreement”), you
have employed us to manage the investment and reinvestment of such
assets.
2. We
hereby agree that, notwithstanding any provision to the contrary contained in
the Advisory Agreement, we shall limit as provided herein the aggregate ordinary
operating expenses incurred by the Fund, including but not limited to the fees
(“Advisory Fees”) payable to us under the Advisory Agreement (the
“Limitation”). Under the Limitation, we agree that, for a three year
period beginning with the Fund’s public offering, such expenses shall not exceed
a percentage (the “Percentage Expense Limitation”) of the average daily net
assets of the Fund equal to 1.25% on an annualized basis. To
determine our liability for the Fund’s expenses in excess of the Percentage
Expense Limitation, the amount of allowable fiscal-year-to-date expenses shall
be computed daily by prorating the Percentage Expense Limitation based on the
number of
days
elapsed within the fiscal year of the Fund, or limitation period, if shorter the
(“Prorated Limitation”). The Prorated Limitation shall be compared to
the expenses of the Fund recorded through the current day in order to produce
the allowable expenses to be recorded for the current day (the “Allowable
Expenses”). Allowable Expenses include all the Fund’s ordinary
operating expenses excluding brokerage costs, taxes, interest, acquired fund
fees and expenses, costs to organize the Fund and extraordinary
expenses. If Advisory Fees and other expenses of the Fund for the
current day exceed the Allowable Expenses, Advisory Fees for the current day
shall be reduced by such excess (“Unaccrued Fees”). In the event such
excess exceeds the amount due as Advisory Fees, we shall be responsible to the
Fund to pay or absorb the additional excess (“Other Expenses Exceeding
Limit”). If there are cumulative Unaccrued Fees or cumulative Other
Expenses Exceeding Limit, these amounts shall be paid to us by you subject to
the following conditions: (1) no such payment shall be made to us with respect
to Unaccrued Fees or Other Expenses Exceeding Limit that arose more than three
years prior to the proposed date of payment, and (2) such payment shall be made
only to the extent that it does not cause the Fund’s aggregate expenses, on an
annualized basis, to exceed the Percentage Expense Limitation.
3. Nothing
in this Agreement shall be construed as preventing us from voluntarily limiting,
waiving or reimbursing your expenses outside the contours of this Agreement, nor
shall anything herein be construed as requiring that we limit, waive or
reimburse any of your expenses incurred after the Limitation period, or, except
as expressly set forth herein, prior to such date.
4. This
Agreement shall become effective on the date hereof and supersedes any expense
limitation agreement previously entered into with respect to the Fund. This
Agreement may be terminated by either party hereto upon not less than 60 days’
prior written notice to the other party, provided, however, that (1) we may not
terminate this Agreement without the approval of your Board of Trustees, and (2)
this Agreement will terminate automatically if, as and when we cease to serve as
investment adviser of the
Fund. Upon
the termination or expiration hereof, we shall have no claim against you for any
amounts not previously reimbursed to us pursuant to the provisions of paragraph
2.
5. This
Agreement shall be construed in accordance with the laws of the State of Ohio,
provided, however, that nothing herein shall be construed as being inconsistent
with the Act.
If the
foregoing is in accordance with your understanding, will you kindly so indicate
by signing and returning to us the enclosed copy hereof.
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Very
truly yours,
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L.
XXX XXXX & ASSOCIATES, LLP
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By:
___________________________
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Agreed
to and accepted as of
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the
date first set forth above.
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XXXX
INVESTMENT TRUST
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By:
____________________________
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