FEE WAIVER AGREEMENT
Exhibit (d)(iii)
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 notifies you that it will waive its fees (and to the extent necessary bear other expenses) through February 28, 2005, to the extent that expenses of each class of the Xxxx Xxxxx Classic Valuation Fund (“Fund”) (exclusive of interest, taxes, deferred organizational expenses 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 portfolio’s 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 undertaking 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 N1-A Registration Statement for the Fund, and we expressly permit you to do so.
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XXXX XXXXX FUND ADVISER, INC. |
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By: |
/s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx President and Director |
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| Agreed and Accepted: | |
| XXXX XXXXX CLASSIC VALUATION FUND | |
By: |
/s/ Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx Vice President and Treasurer |
