EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT
AGREEMENT
made as of the 23rd day of September, 2009 between Genworth Financial Asset
Management Funds, a Delaware statutory (the “Trust”), on behalf of its Genworth
Financial Contra Fund series (the “Fund”), and Genworth Financial Wealth
Management, Inc., a California corporation (the “Advisor”).
WHEREAS,
the Advisor has entered into an Investment Advisory Agreement with the Trust, on
behalf of the Fund, pursuant to which the Advisor provides, or arranges for the
provision of, investment advisory and management services for the Fund, and for
which it is compensated through payment of a management fee based on the average
daily net assets of the Fund; and
WHEREAS,
the Trust and the Advisor have determined that it is appropriate and in the best
interests of the Fund and its shareholders to limit the total expenses of the
Fund as described herein.
NOW,
THEREFORE, the parties hereto agree as follows:
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1.
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Fee Waiver and/or
Expense Payments by the Advisor. The Advisor agrees to
reduce or waive all or a portion of its management fees and, if necessary,
to bear certain other operating expenses of the Fund (to the extent
permitted by the Internal Revenue Code of 1986, as amended) to the extent
necessary to limit the ratio of expenses to average daily net assets of
the Fund to no more than 1.75% on an annual basis (excluding any taxes,
interest, brokerage fees, securities lending expense offset amounts,
acquired fund fees and expenses or non-routine
expenses).
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2.
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Duty of Fund to
Reimburse. In exchange for the Advisor’s agreement to
subsidize Fund expense levels, the Trust, on behalf of the Fund, agrees to
cause the Fund to reimburse the Advisor in later periods for any
management fees reduced or waived by the Advisor, or any Fund expenses
borne by the Advisor, pursuant to paragraph 1, to the extent such
reimbursement can be made without causing the Fund’s annualized expense
ratio to exceed 1.75%; provided, however, that the Fund is not obligated
to reimburse the Advisor for any such reduced or waived management fees,
or expenses borne, more than three years after the end of the fiscal year
in which the fee was reduced or waived or the expense was
borne. The Trust’s Board of Trustees shall review quarterly any
reimbursement paid to the Advisor with respect to the Fund in such
quarter.
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3.
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Assignment. No
assignment of this Agreement shall be made by the Advisor without the
prior consent of the Trust.
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4.
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Duration and
Termination. This Agreement shall become effective on
October 1, 2009 for an initial period ending January 30, 2011, and shall
continue in effect from year to year thereafter upon mutual agreement of
the Trust and the Advisor. This Agreement shall automatically
terminate upon the termination of the Investment Advisory Agreement
between the Advisor and the Trust.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first-above written.
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By: /s/ Xxxxxx X.
Xxxxxx
Name: Xxxxxx X.
Xxxxxx
Title:
President
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Genworth
Financial Wealth Management, Inc.
By:
/s/ Xxxxxxxx
Xxxxxxxxx
Name: Xxxxxxxx
Xxxxxxxxx
Title:
Chairman
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