EXPENSE LIMITATION AGREEMENT
AMSTAR INVESTMENT MANAGEMENT, INC.
000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
December 4, 2002
AMSTAR INVESTMENT TRUST
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Dear Sirs:
Amstar Investment Management LLC confirms our agreement with you as
follows:
1. You are an open-end management investment company registered under the
Investment Company Act of 1940 (the "Act") and are authorized to issue shares of
separate series (funds), with each fund having its own investment objective,
policies and restrictions. Pursuant to an Investment Advisory Agreement dated as
of December 4, 2002 (the "Advisory Agreement"), you have employed us to
supervise and oversee the investment and reinvestment of the assets of the fund
listed on Appendix A to this Agreement (the "Fund").
2. We hereby agree that, notwithstanding any provision to the contrary
contained in the Advisory Agreement, we shall limit as provided herein the
aggregate ordinary operating expenses incurred by the Fund by the amount of fees
("Advisory Fees") payable to us under the Advisory Agreement (the "Limitation").
Under the Limitation, we agree that, through December 31, 2012, such expenses
shall not exceed a percentage (the "Percentage Expense Limitations") of the
average daily net assets of the Fund, see Appendix A. To determine our liability
for the applicable expenses in excess of the Percentage Expense Limitations, the
amount of allowable fiscal-year-to-date expenses shall be computed daily by
prorating the Percentage Expense Limitation based on the number of days elapsed
within the fiscal year of the Fund, or limitation period, if
shorter the ("Prorated Limitation"). The Prorated Limitation shall be compared
to the expenses of the applicable Class of the Fund recorded through the current
day in order to produce the allowable expenses to be recorded for the current
day (the "Allowable Expenses"). If Advisory Fees and other expenses of the Fund
for the current day exceed the Allowable Expenses, Advisory Fees for the current
day shall be reduced by such excess ("Unaccrued Fees"). In the event such excess
exceeds the amount due as Advisory Fees, we shall be responsible to the Fund to
pay or absorb the additional excess ("Other Expenses Exceeding Limit"). If there
are cumulative Unaccrued Fees or cumulative Other Expenses Exceeding the Limit,
these amounts shall be repaid to us by you subject to the following conditions:
(1) no such payment shall be made to us with respect to Unaccrued Fees or Other
Expenses Exceeding Limit that arose more than three years prior to the proposed
date of payment, and (2) such payment shall be made only to the extent that it
does not cause the Fund's aggregate expenses, on an annualized basis, to exceed
the Percentage Expense Limitation.
3. Nothing in this Agreement shall be construed as preventing us from
voluntarily limiting or waiving our advisory fees outside the contours of this
Agreement during any time period before or after December 31, 2012, nor shall
anything herein be construed as requiring that we limit or waive any of our
advisory fees incurred after December 31, 2012, or, except as expressly set
forth herein, prior to such date.
4. This Agreement shall become effective on the date hereof and supercedes
any expense limitation agreement previously entered into with respect to the
Fund. This Agreement may be terminated by either party hereto upon not less than
60 days' prior written notice to the other party, provided, however, that (1) we
may not terminate this Agreement without the approval of your Board of Trustees,
and (2) this Agreement will terminate automatically if, as and when we cease to
serve as investment adviser of the Fund. Upon the termination or expiration
hereof, we shall have no claim against you for any amounts not reimbursed to us
pursuant to the provisions of paragraph 2.
5. This Agreement shall be construed in accordance with the laws of the
State of New York, provided, however, that nothing herein shall be construed as
being inconsistent with the Act.
If the foregoing is in accordance with your understanding, will you kindly
so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
AMSTAR INVESTMENT MANAGEMENT LLC
By: /s/Xxxxxx X. Xxxxx
Managing Member
Agreed to and accepted as of
the date first set forth above.
AMSTAR INVESTMENT TRUST
By: /s/Xxxxxx X. Xxxxx
Chairman
APPENDIX A
Fund Name Class A Class B Class C
--------- ------- ------- -------
Value 1.50% 2.25% 2.25%
