FIRST AMENDMENT TO THE
EXPENSE LIMITATION AGREEMENT
This First Amendment to the Expense Limitation Agreement ("Amendment") is made
and entered into effective as of December 17, 2004 by and between the Xxxxxx
Focus Fund and the Xxxxxx Dividend Fund (each a "Fund" and collectively the
"Funds"), each a series of shares of the Xxxxxx Investment Trust, a Delaware
statutory trust (the "Trust"), and T2 Partners Management LP, a Delaware limited
partnership (the "Advisor").
WHEREAS, the parties have previously entered into that certain Expense
Limitation Agreement dated December 17, 2004 ("Agreement");
WHEREAS, the parties wish to change the initial term of the Agreement;
NOW THEREFORE, the Funds and Advisor do mutually promise and agree as follows:
1. The first sentence of Section 2 of the Agreement shall be deleted in its
entirety and the following inserted in lieu thereof:
This Agreement with respect to the Funds shall continue in effect until the
last day of October, 2005, and from year to year thereafter provided each
such continuance is specifically approved by a majority of the Trustees of
the Trust who (i) are not "interested persons" of the Trust or any other
party to this Agreement, as defined in the 1940 Act, and (ii) have no
direct or indirect financial interest in the operation of this Agreement
("Non-Interested Trustees").
2. Except as specifically set forth above, all other provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
XXXXXX FOCUS FUND AND XXXXXX DIVIDEND FUND,
EACH A SERIES OF XXXXXX INVESTMENT TRUST
/s/ Xxxx X. Xxxxxxx
___________________
By: Xxxx X. Xxxxxxx
Title: Chairman
T2 PARTNERS MANAGEMENT LP
/s/ Xxxxxxx X. Xxxxxx
_____________________
By: Xxxxxxx X. Xxxxxx
Title: Managing Partner
