First Amendment
To
Expense Limitation Agreement
THIS FIRST AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT ("Amendment") for
THE PIEDMONT SELECT VALUE FUND (the "Fund"), a series of shares of THE PIEDMONT
INVESTMENT TRUST, a Delaware statutory trust (the "Trust") is made and entered
into this 11th day of April 2006, by and between XXXXX CAPITAL MANAGEMENT, LLC
("CCM"), a North Carolina limited liability company, and the Fund.
WITNESSETH:
WHEREAS, CCM entered into that certain Expense Limitation Agreement
(`Agreement") dated April 26, 2005 between CCM and the Fund; and
WHEREAS, the Fund and CCM wish to amend the Agreement to reduce the
Operating Expense Limit (as defined in the Agreement);
NOW THEREFORE, in consideration of the mutual covenants herein contained,
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree to as follows:
1. Section 1(b) of the Agreement is hereby modified and amended to read as
follows:
Operating Expense Limit. The Fund's maximum operating expense limit
("Operating Expense Limit") in any year shall be 1.35% of the average
daily net assets of the Fund.
2. Except as expressly modified or amended by this First Amendment, all
other terms and provisions of the Agreement shall remain in full force and
effect.
3. This First Amendment may be executed in one or more counterparts, each
of which when so executed will be deemed to be an original, but the counterparts
will together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers effective as of the date indicated
above.
THE PIEDMONT SELECT VALUE XXXXX CAPITAL MANAGEMENT, LLC
FUND, A SERIES OF THE PIEDMONT
INVESTMENT TRUST
By:/s/ Xxxx X. Xxxxxxx By:/s/ Xxxxx X. Xxxxx
------------------------------- -----------------------------
Xxxx X. Xxxxxxx Xxxxx X. Xxxxx
Chairman Managing Member
