EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
This
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT is made this 1st day of
October 2008, between Xxxxxxx Investment Trust, a Delaware statutory trust (the
“Trust”) and Xxxxxxx Investment Partners, L.P., a California limited partnership
(hereinafter called the “Adviser”).
WHEREAS,
the parties hereto have entered into an Investment Advisory Agreement dated
December 16, 1996, as amended (the “Investment Advisory Agreement”), pursuant to
which the Adviser agrees to provide, or arrange for the provision of, investment
advisory and management services to the Trust; and
WHEREAS,
the Trust and the Adviser believe that capping the total expenses of each class
of shares of the Xxxxxxx Institutional International Equity Fund series of the
Trust (the “International Fund”) is in the best interests of the shareholders of
the International Fund;
NOW,
THEREFORE, the parties hereto do agree as follows:
1. Limit on Operating
Expenses. The Adviser agrees to limit the Operating Expenses
of each class of the International Fund to the respective annual rate of total
Operating Expenses specified for that class in Appendix A of this Agreement
(each an “Expense Cap”) by waiving all or a portion of its management fee and,
if necessary, bearing other Operating Expenses, with respect to such
class.
2. Definition. For
purposes of this Agreement, the term “Operating Expenses” with respect to a
class of the International Fund is defined to include all expenses payable by
the International Fund necessary or appropriate for the operation of such class,
including the Adviser’s investment advisory fee as described in the Investment
Advisory Agreement, but does not include taxes, interest, brokerage commissions,
expenses incurred in connection with any merger or reorganization or
extraordinary expenses such as litigation.
3. Reimbursement of Fees and
Expenses. The Adviser retains its right to receive
reimbursement of reductions of its investment advisory fee and Operating
Expenses paid by it that are not its responsibility as described in the
Investment Advisory Agreement.
4. Recoupment
Balance. Any fee reduced by the Adviser or Operating Expenses
paid by it with respect to a class of the International Fund (collectively,
“subsidies”) pursuant to this Agreement may be reimbursed by the International
Fund to the Adviser no later than the end of the fifth full fiscal year
following the year to which the subsidy relates if the aggregate Operating
Expenses of that class for that period do not exceed the relevant Expense Cap in
effect at the time the subsidies were incurred or any more restrictive
limitation to which the Adviser has agreed (subsidies available for
reimbursement to the Adviser under this paragraph are collectively referred to
as the “Recoupment Balance”) and the Board of Trustees of the Trust approves the
reimbursement. The Adviser generally shall seek reimbursement on a
rolling five-year basis whereby the oldest subsidies are recouped
first. The Adviser shall not request or receive reimbursement of the
Recoupment Balance before payment of the Operating Expenses of the relevant
class of the International Fund for the current year and shall not cause the
Operating Expenses of such class of the International Fund to exceed the Expense
Cap or any other more restrictive expense limitation agreed upon for that year
in making such reimbursement. The Adviser agrees not to request or
seek reimbursement of subsidized Operating Expenses that are no longer eligible
for reimbursement.
5. Term. This
Agreement shall become effective on the date specified herein and shall remain
in effect until September 30, 2009 and shall continue in effect thereafter for
additional periods not exceeding one (1) year so long as such continuation is
approved at least annually by the Adviser and the Board of Trustees of the
Trust.
6. Termination. This
Agreement may be terminated at any time by the Board of Trustees of the Trust
upon sixty (60) days’ written notice to the Adviser without payment of any
penalty and shall automatically terminate upon the termination of the Investment
Advisory Agreement with respect to the International Fund.
7. Assignment. This
Agreement and all rights and obligations hereunder may not be assigned without
the written consent of the other party.
8. Severability. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute or rule, or shall be otherwise rendered invalid, the remainder
of this Agreement shall not be affected thereby.
9. Captions. The
captions in this Agreement are included for convenience of reference only and in
no way define or limit any of the provisions hereof or otherwise affect their
construction of effect.
10. Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware without giving effect to the conflict of laws principles
thereof; provided that nothing herein shall be construed to preempt, or to be
inconsistent with, any federal law, regulation or rule, including the Investment
Company Act of 1940, as amended, and the Investment Advisers Act of 1940, as
amended, and any rules and regulations promulgated thereunder.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
|
XXXXXXX
INVESTMENT TRUST
By________________________________
Name:
Title:
|
XXXXXXX
INVESTMENT PARTNERS, L.P.
By_________________________________
Name:
Title:
|
2
SCHEDULE
A
Xxxxxxx
Investment Trust
Institutional
International Equity Fund
The
annualized Operating Expenses of each class of the Xxxxxxx Institutional
International Equity Fund series of Xxxxxxx Investment Trust will be limited to
the following annual rate of average daily net assets shown below:
| Xxxxxxx Institutional International Equity Fund – Class I |
1.20%
|
| Xxxxxxx Institutional International Equity Fund – Class E |
1.20%
|
3
