Exhibit (h)(12)
FORM OF XXXXXXXXX XXXXXX ADVISERS MANAGEMENT
TRUST EXPENSE LIMITATION AGREEMENT
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
May 1, 2002
Xxxxxxxxx Xxxxxx Management Inc.
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Gentlepersons:
Each portfolio on Attachment A, as may be amended from time to time, (each
a "Portfolio" and collectively, the "Portfolios") is a series of Xxxxxxxxx
Xxxxxx Advisers Management Trust, a Delaware business trust ("Trust"). Each
Portfolio may have one or more classes of shares of beneficial interest
("Class").
You hereby agree during the period from the date indicated on Attachment A
through April 30, 2005 ("Limitation Period"), to pay the Portfolio's (or where
applicable the Class of such Portfolio) operating expenses (excluding interest,
taxes, brokerage commissions and other transactional expenses relating to a
Portfolio's assets, and extraordinary expenses of the Portfolio) ("Operating
Expenses") which exceed, in the aggregate, the rate specified in Attachment A of
the Portfolio's (or, where applicable, the Class of such Portfolio) average
daily net assets ("Expense Limitation").
With respect to Regency, Liquid Asset and Socially Responsive Portfolios,
each Portfolio in turn agrees to reimburse you, out of assets belonging to the
Portfolio (or the Class of such Portfolio, if applicable) for any Operating
Expenses of the Portfolio (or Class) in excess of the Expense Limitation paid or
assumed by you during the Limitation Period, provided that you would not be
entitled to reimbursement for any amount by which such reimbursement would cause
the Portfolio's (or, where applicable, the Class of such Portfolio) total
Operating Expenses to exceed the annual rate of average net assets specified in
Attachment A. And further, provided that no amount will be reimbursed by the
Portfolio more than three years after the year in which it was incurred by you.
The Trust agrees to furnish or otherwise make available to you such copies of
its financial statements, reports, and other information relating to its
business and affairs as you may, at any time or from time to time, reasonably
request in connection with this agreement.
With respect to the rest of the Portfolios, each Portfolio in turn agrees
to reimburse you through December 31, 2008 ("Reimbursement Period"), out of
assets belonging to the Portfolio (or the Class of such Portfolio, if
applicable) for any Operating Expenses of the Portfolio (or Class) in excess of
the Expense Limitation paid or assumed by you during the Limitation Period,
provided that you would not be entitled to reimbursement for any amount by which
such reimbursement would cause the Portfolio's (or, where applicable, the Class
of such Portfolio) total Operating Expenses to exceed the annual rate of average
net assets specified in Attachment A. And further, provided that no amount will
be reimbursed by the Portfolio more than three years after the year in which it
was incurred by you. The Trust agrees to furnish or otherwise make available to
you such copies of its financial statements, reports, and other information
relating to its business and affairs as you may, at any time or from time to
time, reasonably request in connection with this agreement.
You understand that you shall look only to the assets of the Portfolio
(or, where applicable, the Class of the Portfolio) for performance of this
agreement and for payment of any claim you may have hereunder, and neither any
other series of the Trust, nor any of the Trust's trustees, officers, employees,
agents or shareholders, whether past, present or future, shall be personally
liable therefor.
This agreement is made and to be performed principally in the State of New
York, and except insofar as the Investment Company Act of 1940, as amended, or
other federal laws and regulations may be controlling, this agreement shall be
governed by, and construed and enforced in accordance with, the internal laws of
the State of New York. Any amendment to this agreement shall be in writing
signed by the parties hereto.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
XXXXXXXXX XXXXXX ADVISERS MANAGEMENT TRUST
on behalf of the Portfolios
By: _____________________________________
Title: __________________________________
The foregoing agreement is hereby
accepted as of DATE__, 200[ ]
XXXXXXXXX XXXXXX MANAGEMENT INC.
By: _________________________________
Title: ______________________________
ATTACHMENT A
XXXXXXXXX XXXXXX ADVISERS MANAGEMENT TRUST
EXPENSE LIMITATION AGREEMENT
Beginning of Expense Limitation
Portfolio Limitation Period (as a % of average daily net assets)
--------- ----------------- ------------------------------------
Xxxxxxxx May 1, 2002 1.40%
Focus May 1, 2002 1.25%
Guardian (Class I) May 1, 2002 1.00%
Guardian (Class S) May 1, 2002 1.25%
International May 1, 2002 2.00%
Regency May 1, 2002 1.50%
Liquid Asset May 1, 2002 1.00%
Mid-Cap Growth (Class I) May 1, 2002 1.00%
Mid-Cap Growth (Class S) January 1, 2003 1.25%
Real Estate November 1, 2002 1.75%
Socially Responsive May 1, 2002 1.50%
