FEE WAIVER AND EXPENSE CAP AGREEMENT
Xxxx Xxxxx Light Street Trust, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Xxxx Xxxxx Classic Valuation Fund - Fee Waiver/Expense Agreement
Ladies and Gentlemen:
Xxxx Xxxxx Fund Adviser, Inc. ("LMFA") hereby agrees that it will waive
its compensation (and, to the extent necessary, bear other expenses) through
February 28, 2007, to the extent that expenses of each class of the Xxxx Xxxxx
Classic Valuation Fund ("Fund") (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses) would exceed an annual rate of 1.95%
for Primary Class and 0.95% for Institutional Class.
For purposes of determining any such waiver or expense reimbursement,
expenses of a class of the Fund shall not reflect the application of any
custodial, transfer agency or other credits or expense offset arrangements that
may reduce the Fund's expenses or arrangements with any broker-dealer to apply a
portion of the commission or xxxx-up on any portfolio trade to the payment of
any of the Fund's other expenses.
If on any day during which LMFA is the investment manager, the
estimated annualized operating expenses of the Fund for that day are less than
the operating expense limit described above, LMFA shall be entitled to
reimbursement by the Fund of the investment management fees waived or reduced
and other payments remitted by LMFA on behalf of the Fund pursuant to this
expense limitation (the "Reimbursement Amount") during any of the previous
thirty-six (36) months, to the extent that the Fund's annualized operating
expenses plus the amount so reimbursed is less than or equals, for such day, the
operating expense limit provided for above, provided that such amount paid to
LMFA will in no event exceed the total Reimbursement Amount and will not include
any amounts previously reimbursed.
We understand that you will rely on this agreement in accruing the
Fund's expenses for purposes of calculating its net asset value per share, and
for other purposes, in the preparation and filing of the Securities and Exchange
Commission Form N-1A Registration Statement for the Fund, and we expressly
permit you to do so.
Agreed and Accepted:
Xxxx Xxxxx Fund Adviser, Inc. Xxxx Xxxxx Light Street Trust, Inc.
By:/s/ Xxxx X. Xxxxxxx By:/s/ Xxxxx X. Xxxxxxxxx
_______________________ _________________________
Xxxx X. Xxxxxxx Xxxxx X. Xxxxxxxxx
President Vice President and Treasurer
