DGHM INVESTMENT TRUST
EXPENSE LIMITATION AGREEMENT
This Agreement is made and entered into effective as of April 26, 2007
by and between the DGHM Investment Trust, a Delaware statutory trust (the
"Trust"), on behalf of its series portfolio, the DGHM All-Cap Value Fund (the
"Fund"), and Dalton, Greiner, Xxxxxxx, Xxxxx & Co., LLC, a Delaware limited
liability company (the "Advisor").
WHEREAS, the Trust is a Delaware statutory trust organized under the
Certificate of Trust ("Trust Instrument"), dated July 27, 2006 and is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company of the series type; and
WHEREAS, the Fund is a series of the Trust; and
WHEREAS, the Fund and the Advisor have entered into an Investment
Advisory Agreement dated April 26, 2007 ("Advisory Agreement"), pursuant to
which the Advisor provides investment advisory services to the Fund; and
WHEREAS, the Fund and the Advisor have determined that it is
appropriate and in the best interests of the Fund and its shareholders to limit
the expenses of the Fund, and, therefore, have entered into this Agreement, in
order to maintain the Fund's expense ratios within the Operating Expense Limit,
as defined below;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Expense Limitation.
(a) Applicable Expense Limit. To the extent that the aggregate expenses of
every character, including but not limited to investment advisory fees of the
Advisor (but excluding interest, taxes, brokerage commissions, other
expenditures which are capitalized in accordance with generally accepted
accounting principles, other extraordinary expenses not incurred in the ordinary
course of the Fund's business, and amounts, if any, payable pursuant to a plan
adopted in accordance with Rule 12b-1 under the 0000 Xxx) incurred by the Fund
in any fiscal year ("Fund Operating Expenses"), exceed the Operating Expense
Limit, as defined in Section 1(b) below, such excess amount (the "Excess
Amount") shall be the liability of the Advisor.
(b) Operating Expense Limit. The Fund's maximum operating expense limit
("Operating Expense Limit") in any year shall be 1.50% of the average daily net
assets of the Fund.
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(c) Method of Computation. To determine the Advisor's liability with
respect to the Excess Amount, each month the Fund Operating Expenses for the
Fund shall be annualized as of the last day of the month. If the annualized Fund
Operating Expenses for any month exceeds the Operating Expense Limit of the
Fund, the Advisor shall first waive or reduce its investment advisory fee for
such month by an amount sufficient to reduce the annualized Fund Operating
Expenses to an amount no higher than the Operating Expense Limit. If the amount
of the waived or reduced investment advisory fee for any such month is
insufficient to pay the Excess Amount, the Advisor shall also remit to the Fund
an amount that, together with the waived or reduced investment advisory fee, is
sufficient to pay such Excess Amount.
(d) Year-End Adjustment. If necessary, on or before the last day of the
first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the amount of the investment advisory fees
waived or reduced and other payments remitted by the Advisor to the Fund with
respect to the previous fiscal year shall equal the Excess Amount.
2. Term and Termination of Agreement.
This Agreement with respect to the Fund shall continue in effect until
the last day of February 2009 and from year to year thereafter provided each
such continuance is specifically approved by a majority of the Trustees of the
Trust who are not "interested persons" of the Trust or any other party to this
Agreement, as defined in the 1940 Act ("Non-Interested Trustees"). Nevertheless,
this Agreement may be terminated by either party hereto, without payment of any
penalty, upon written notice ninety (90) days prior to the end of the
then-current term of the Agreement to the other party at its principal place of
business; provided that, in the case of termination by the Trust, such action
shall be authorized by resolution of a majority of the Non-Interested Trustees
of the Trust or by a vote of a majority of the outstanding voting securities of
the Trust. Any termination pursuant to this paragraph 2 shall become effective,
unless otherwise specifically agreed upon, on the last day of the then-current
term of the Agreement.
3. Miscellaneous.
(a) Captions. The captions in this Agreement are included for convenience
of reference only and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
(b) Interpretation. Nothing herein contained shall be deemed to require
the Trust or the Fund to take any action contrary to the Trust's Declaration of
Trust or by-laws, or any applicable statutory or regulatory requirement to which
it is subject or by which it is bound, or to relieve or deprive the Trust's
Board of Trustees of its responsibility for and control of the conduct of the
affairs of the Trust or the Fund.
(c) Definitions. Any question of interpretation of any term or provision
of this Agreement, including but not limited to the investment advisory fee, the
computations of net asset values, and the allocation of expenses, having a
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counterpart in or otherwise derived from the terms and provisions of the
Advisory Agreement or the 1940 Act, shall have the same meaning as and be
resolved by reference to such Advisory Agreement or the 1940 Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
DGHM INVESTMENT TRUST,
ON BEHALF OF THE DGHM ALL-CAP VALUE FUND
/s/ Xxxx X. Xxxx, Xx.
____________________________________________
By: Xxxx X. Xxxx, Xx.
Title: Chairman
DALTON, GREINER, XXXXXXX, XXXXX & CO., LLC
/s/ Xxxxxxx X. Xxxxxx
____________________________________________
By: Xxxxxxx X. Xxxxxx
Title: Chairman
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