AMENDED & RESTATED
EXPENSE LIMITATION AGREEMENT
XXXXXXX XXXXX INVESTMENT TRUST
AMENDED & RESTATED EXPENSE LIMITATION AGREEMENT, effective as of June
28, 2001, by and between Xxxxxxx Xxxxx Asset Management, Inc. (the "Advisor")
and Xxxxxxx Xxxxx Investment Trust (the "Trust"), on behalf of each series of
the Trust set forth in Schedule A attached hereto (each a "Fund," and
collectively, the "Funds"), and amending and restating in its entirety that
certain Expense Limitation Agreement effective February 28, 1999 by and between
the Advisor and the Trust, on behalf of each Fund.
WHEREAS, the Trust is a Massachusetts business trust organized under
the Agreement and Amended and Restated Declaration of Trust ("Declaration of
Trust"), and is registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as an open-end management company of the series type, and each
Fund is a series of the Trust; and
WHEREAS, the Trust and the Advisor have entered into an Investment
Advisory Agreement dated September 29, 1997, ("Advisory Agreement"), pursuant to
which the Advisor provides investment advisory services to each Fund listed in
Schedule A, which may be amended from time to time, for compensation based on
the value of the average daily net assets of each such Fund; and
WHEREAS, the Trust and the Advisor have determined that it is
appropriate and in the best interests of each Fund and its shareholders to
maintain the expenses of each Fund, and, therefore, have entered into this
Expense Limitation Agreement, in order to maintain each Fund's expense ratios at
the levels specified Schedule A attached hereto; and
NOW THEREFORE, the parties hereto agree that the Expense Limitation
Agreement provides as follows:
1. Expense Limitation.
1.1. Applicable Expense Limit. To the extent that the aggregate expenses of
every character incurred by a Fund in any fiscal year, 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 such Fund's business, and amounts, if any,
payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940
Act) ("Fund Operating Expenses"), exceed the Operating Expense Limit, as defined
in Section 1.2 below, such excess amount (the "Excess Amount") shall be the
liability of the Advisor.
1.2. Operating Expense Limit. The maximum Operating Expense Limit in any year
with respect to each Fund shall be the amount specified in Schedule A based on a
percentage of the average daily net assets of each Fund.
1.3. Method of Computation. To determine the Advisor's liability with respect to
the Excess Amount, each month the Fund Operating Expenses for each Fund shall be
annualized as of the last day of the month. If the annualized Fund Operating
Expenses for any month of a Fund exceed the Operating Expense Limit of such
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 may also remit to the
appropriate Fund or Funds an amount that, together with the waived or reduced
investment advisory fee, is sufficient to pay such Excess Amount.
1.4. 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 or
Funds with respect to the previous fiscal year shall equal the Excess Amount.
2. Reimbursement of Fee Waivers and Expense Reimbursements.
2.1. Reimbursement. If in any year during which the total assets of a Fund are
greater than $15 million and in which the Advisory Agreement is still in effect,
the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year
are less than the Operating Expense Limit for that year, subject to quarterly
approval by the Trust's Board of Trustees as provided in Section 2.2 below, the
Advisor shall be entitled to reimbursement by such Fund, in whole or in part as
provided below, of the investment advisory fees waived or reduced and other
payments remitted by the Advisor to such Fund pursuant to Section 1 hereof. The
total amount of reimbursement to which the Advisor may be entitled (the
"Reimbursement Amount") shall equal, at any time, the sum of all investment
advisory fees previously waived or reduced by the Advisor and all other payments
remitted by the Advisor to the Fund, pursuant to Section 1 hereof, during any of
the previous five (5) fiscal years, less any reimbursement previously paid by
such Fund to the Advisor, pursuant to Sections 2.2 or 2.3 hereof, with respect
to such waivers, reductions, and payments. The Reimbursement Amount shall not
include any additional charges or fees whatsoever, including, e.g., interest
accruable on the Reimbursement Amount.
2.2. Board Approval. No reimbursement shall be paid to the Advisor with respect
to any Fund pursuant to this provision in any fiscal quarter, unless the Trust's
Board of Trustees has determined that the payment of such reimbursement is in
the best interests of such Fund and its shareholders. The Trust's Board of
Trustees shall determine quarterly in advance whether any reimbursement may be
paid to the Advisor with respect to any Fund in such quarter.
2.3. Method of Computation. To determine each Fund's payments, if any, to
reimburse the Advisor for the Reimbursement Amount, each month the Fund
Operating Expenses of each Fund shall be annualized as of the last day of the
month. If the annualized Fund Operating Expenses of a Fund for any month are
less than the Operating Expense Limit of such Fund, such Fund, only with the
prior approval of the Trust's Board of Trustees, shall pay to the Advisor an
amount sufficient to increase the annualized Fund Operating Expenses of that
Fund to an amount no greater than the Operating Expense Limit of that Fund,
provided that such amount paid to the Advisor will in no event exceed the total
Reimbursement Amount.
2.4. 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 actual Fund Operating Expenses of a Fund for
the prior fiscal year (including any reimbursement payments hereunder with
respect to such fiscal year) do not exceed the Operating Expense Limit.
3. Term and Termination of Agreement.
This Agreement with respect to the Funds shall continue in effect on
February 28, 1999, and from year to year thereafter provided each such
continuance is specifically approved by a majority of the Trustees of the Trust
who (i) are not "interested persons" of the Trust or any other party to this
Agreement, as defined in the 1940 Act, and (ii) have no direct or indirect
financial interest in the operation of this Agreement ("Non-Interested
Trustees"). Nevertheless, this Agreement may be terminated by either party
hereto, without payment of any penalty, upon 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 3 shall
become effective, unless otherwise agreed upon, on the last day of the
then-current term of the Agreement.
4. Miscellaneous.
4.1. 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.
4.2. Interpretation. Nothing herein contained shall be deemed to require the
Trust or the Funds 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 Funds.
4.3. 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
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.
XXXXXXX XXXXX INVESTMENT TRUST
ON BEHALF OF EACH OF ITS SERIES LISTED
IN SCHEDULE A
By:__________________________________
XXXXXXX XXXXX ASSET MANAGEMENT, INC.
By:___________________________________
SCHEDULE A
OPERATING EXPENSE LIMITS
This Agreement relates to the following Fund(s) of the Trust:
Maximum Operating
Name of Fund Expense Limit
The Chesapeake Core Growth Fund 1.25%
