EXHIBIT 99B.23(h)-14
March 28, 2002
Xxxxxx Investment Portfolio Trust
000 Xxxxxxxxxx Xxxx., Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
This letter agreement ("Agreement") addresses the series of the Trust known
as the Xxxxxx Small Cap Value Fund II (the "Fund"). Section 6 of our Investment
Advisory Agreement, dated March 28, 2002, provides for compensation to Xxxxxx
Financial Group LLC ("Xxxxxx") with respect to the Fund. The Fund has
established three classes of shares known as Investor Shares, Institutional
Shares, and Service Shares. Pursuant to this Agreement, Xxxxxx hereby agrees to
reimburse Investor Shares Class and Institutional Shares class expenses as
follows:
Investor Shares Class
Xxxxxx shall reimburse the Investor Shares class of the Fund to the
extent the normal transfer agency and registration expenses of the
Investor Shares exceed .25%, for any fiscal year in which this
Agreement is in effect, of the Fund's average daily net assets
attributable to the Investor Shares class; provided, however, there
shall be excluded from such expenses the amount of any extraordinary
expenses (including but not limited to legal claims and liabilities and
litigation costs and any indemnification related thereto) paid or
payable by the Fund and allocable or attributable to the Investor
Shares class. This reimbursement shall be estimated and accrued daily
and paid monthly.
Institutional Shares Class
Xxxxxx shall reimburse the Institutional Shares class of the Fund to
the extent the normal transfer agency and registration expenses of the
Institutional Shares exceed .25%, for any fiscal year in which this
Agreement is in effect, of the Fund's average daily net assets
attributable to the Institutional Shares class; provided, however,
there shall be excluded from such expenses the amount of any
extraordinary expenses (including but not limited to legal claims and
liabilities and litigation costs and any indemnification related
thereto) paid or payable by the Fund and allocable or attributable to
the Institutional Shares class. This reimbursement shall be estimated
and accrued daily and paid monthly.
Service Shares Class
Xxxxxx shall reimburse the Service Shares class of the Fund to the
extent the normal transfer agency and registration expenses of the
Service Shares exceed .25%, for any fiscal year in which this Agreement
is in effect, of the Fund's average daily net assets attributable to
the Service Shares class; provided, however, there shall be excluded
from such expenses the amount of any extraordinary expenses (including
but not limited to legal claims and liabilities and litigation costs
and any indemnification related thereto) paid or payable by the Fund
and allocable or attributable to the Service Shares class. This
reimbursement shall be estimated and accrued daily and paid monthly.
This Agreement shall take effect as of the date first written above and
shall continue in effect for an initial term ending September 30, 2002, and
shall continue thereafter for one year terms unless terminated as described
below. This Agreement may be terminated: (i) by the Fund at any time upon
written notice to Xxxxxx; or (ii) by Xxxxxx upon written notice to the Fund 30
days prior to the end of any term. In addition, this Agreement shall terminate
automatically upon the termination of the investment advisory agreement between
Xxxxxx and the Fund.
This waiver is applicable only to that series of the Trust known as the
Xxxxxx Small Cap Value Fund II and shall not be applicable to any other series
of the Trust, whether now existing or hereafter created.
Very truly yours,
XXXXXX FINANCIAL GROUP LLC,
a Nevada Limited Liability Company
By:
-------------------------------------
Name: Xxxx X. Xxxxxxxx
-----------------------------------
Title: President
----------------------------------
Agreed to and Accepted by:
XXXXXX INVESTMENT PORTFOLIO TRUST,
a Delaware Business Trust, on behalf of
its series, Xxxxxx Small Cap Value
Fund II
By:
-------------------------------------
Name: Xxxx X. Xxxxxxxx
-----------------------------------
Title: President
----------------------------------
