FEE WAIVER AGREEMENT
Xxxx Xxxxx Fund Adviser, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Xxxx Xxxxx Xxxxxxx Street Trust, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Batterymarch U.S. Small Capitalization Equity Portfolio- Fee Waiver/Expense
Agreement
Ladies and Gentlemen:
Xxxx Xxxxx Fund Adviser, Inc. ("LMFA") hereby agrees that it will waive
its compensation (and, to the extent necessary, bear other expenses) through
August 1, 2006, to the extent that expenses of the Batterymarch U.S. Small
Capitalization Equity Portfolio (the "Fund") (exclusive of taxes, interest,
brokerage and extraordinary expenses) would exceed an annual rate of 0.95% for
Institutional Class and 1.20% for Financial Intermediary 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 or arrangements with any broker-dealer to
apply a portion of the commission or xxxx-up on any portfolio trade to the
payment of any of the portfolio's other 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.
In addition, Batterymarch Financial Management, Inc. hereby agrees that
it will waive its compensation with respect to the Fund to the same extent that
LMFA does.
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 N-1A Registration Statement for the Fund, and we expressly
permit you to do so.
Xxxx Xxxxx Fund Adviser, Inc.
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
Vice President and Treasurer
Batterymarch Financial Management, Inc.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
President and Chief Financial Officer
Agreed and Accepted:
Batterymarch U.S. Small Capitalization Equity Portfolio
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Vice President and Treasurer
