DGHM INVESTMENT TRUST
EXPENSE LIMITATION AGREEMENT
THIS AGREEMENT is made and entered into effective as of March 1, 2009 by and
between DGHM Investment Trust, a Delaware statutory trust (the "Trust"), with
respect to its series portfolio as set forth on Schedule A, (the "Fund"), and
Dalton, Greiner, Xxxxxxx, Xxxxx & Co., LLC, a Delaware limited liability company
(the "Advisor").
WHEREAS, the Trust is a Delaware statutory trust organized under the Certificate
of Trust ("Trust Instrument"), dated July 27, 2006, and is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company of the series type; and
WHEREAS, the Trust, with respect to the Fund, and the Advisor have entered into
an Investment Advisory Agreement ("Advisory Agreement") pursuant to which the
Advisor provides investment advisory services to 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 expenses of the
Fund, and, therefore, have entered into this Agreement, in order to maintain the
Fund's expense ratios within the Operating Expense Limit, as defined below;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. EXPENSE LIMITATION.
(a) Applicable Expense Limit. To the extent that the aggregate expenses
of every character, including but not limited to investment advisory
fees of the Advisor (but excluding (i) interest, (ii) taxes, (iii)
brokerage commissions, (iv) other expenditures which are capitalized
in accordance with generally accepted accounting principles, (v)
other extraordinary expenses not incurred in the ordinary course of
the Fund's business, (vi) dividend expense on short sales, (vii), and
expenses incurred under a plan of distribution adopted pursuant to
Rule 12b-1 under the 1940 Act, if applicable), incurred by the Fund
in any fiscal year ("Fund Operating Expenses"), that exceed the
Operating Expense Limit, as defined in Section 1(b) below, such
excess amount (the "Excess Amount") shall be the liability of the
Advisor. In determining the Fund Operating Expenses, expenses that
the Fund would have incurred but did not actually pay because of
expense offset or brokerage/services arrangements shall be added to
the aggregate expenses so as not to benefit the Advisor.
Additionally, fees reimbursed to the Fund relating to
brokerage/services arrangements shall not be taken into account in
determining the Fund Operating Expenses so as to benefit the Advisor.
Finally, the Operating Expense Limit described in this Agreement
excludes any "acquired fund fees and expenses" as that term is
described in the prospectus of the Fund.
(b) Operating Expense Limit. The Fund's maximum operating expense limits
(each an "Operating Expense Limit") in any year shall be that
percentage of the average daily net assets of the Fund as set forth
on Schedule A attached hereto.
(c) Method of Computation. To determine the Advisor's liability with
respect to the Excess Amount, each month the Fund Operating Expenses
for the Fund shall be annualized as of the last day of the month. If
the annualized Fund Operating Expenses for any month exceeds the
Operating Expense Limit of the Fund, the Advisor shall first waive or
reduce its investment advisory fee for such month by an amount
sufficient to reduce the annualized Fund Operating Expenses to an
amount no higher than the Operating Expense Limit. If the amount of
the waived or reduced investment advisory fee for any such month is
insufficient to pay the Excess Amount, the Advisor shall also remit
to the Fund an amount that, together with the waived or reduced
investment advisory fee, is sufficient to pay such Excess Amount.
(d) Year-End Adjustment. If necessary, on or before the last day of the
first month of each fiscal year, an adjustment payment shall be made
by the appropriate party in order that the amount of the investment
advisory fees waived or reduced and other payments remitted by the
Advisor to the Fund with respect to the previous fiscal year shall
equal the Excess Amount.
2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.
(a) Reimbursement. If in any year in which the Advisory Agreement is
still in effect, the estimated aggregate Fund Operating Expenses of
such Fund for the fiscal year are less than the Operating Expense
Limit for that year, the Advisor may be entitled to reimbursement by
such Fund, in whole or in part as provided below, of the fees or
expenses waived or reduced by the Advisor and other payments remitted
by the Advisor to such Fund pursuant to Section 1 hereof. The total
amount of reimbursement to which the Advisor may be entitled
("Reimbursement Amount") shall equal, at any time, the sum of all
fees previously waived or reduced by the Advisor and all other
payments remitted by the Advisor to the Fund pursuant to Section 1
hereof, during any of the previous three (3) fiscal years, less any
reimbursement previously paid by such Fund to the Advisor pursuant to
this Section 2, with respect to such waivers, reductions, and
payments. The Reimbursement Amount shall not include any additional
charges or fees whatsoever, including, e.g., interest accruable on
the Reimbursement Amount.
(b) Method of Computation. To determine the Fund's accrual, if any, to
reimburse the Advisor for the Reimbursement Amount, each month the
Fund Operating Expenses of the Fund shall be annualized as of the
last day of the month. If the annualized Fund Operating Expenses of
the Fund for any month are less than the Operating Expense Limit of
such Fund, such Fund, shall accrue into its net asset value an amount
payable to the Advisor sufficient to increase the annualized Fund
Operating Expenses of that Fund to an amount no greater than the
Operating Expense Limit of that Fund, provided that such amount paid
to the Advisor will in no event exceed the total Reimbursement
Amount. For accounting purposes, when the annualized Fund Operating
Expenses of the Fund are below the Operating Expense Limit, a
liability will be accrued daily for these amounts.
(c) Year-End Adjustment. If necessary, on or before the last day of the
first month of each fiscal year, an adjustment payment shall be made
by the appropriate party in order that the actual Fund Operating
Expenses of the Fund for the prior fiscal year (including any
reimbursement payments hereunder with respect to such fiscal year) do
not exceed the Operating Expense Limit.
(d) Limitation of Liability. The Advisor shall look only to the assets of
the Fund for which it waived or reduced fees or remitted payments for
reimbursement under this Agreement and for payment of any claim
hereunder, and neither the Fund, nor any of the Trust's trustees,
officers, employees, agents, or shareholders, whether past, present
or future shall be personally liable therefor.
3. TERM, MODIFICATION AND TERMINATION OF AGREEMENT.
This Agreement with respect to the Fund shall continue in effect until the
expiration date set forth on Schedule A (the "Expiration Date"). With
regard to the Operating Expense Limits, the Trust's Board of Trustees and
the Advisor may terminate or modify this Agreement prior to the Expiration
Date only by mutual written consent. This Agreement shall terminate
automatically upon the termination of the Advisory Agreement; provided,
however, that the obligation of the Trust to reimburse the Advisor with
respect to the Fund shall survive the termination of this Agreement unless
the Trust and the Advisor agree otherwise.
4. MISCELLANEOUS.
(a) Captions. The captions in this Agreement are included for convenience
of reference only and in no other way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
(b) Interpretation. Nothing herein contained shall be deemed to
require the Trust or the Fund to take any action
contrary to the Trust's Declaration of Trust or Bylaws,
or any applicable statutory or regulatory requirement
to which it is subject or by which it is bound, or to
relieve or deprive the Trust's Board of Trustees of its
responsibility for and control of the conduct of the
affairs of the Trust or the Fund.
(c) Definitions. Any question of interpretation of any term or
provision of this Agreement, including but not limited
to the investment advisory fee, the computations of net
asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the
terms and provisions of the Advisory Agreement or
the 1940 Act, shall have the same meaning as and
be resolved by reference to such Advisory Agreement or
the 1940 Act.
Signature Page to Follow
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers thereunto duly authorized as of the day and year first above
written.
DGHM INVESTMENT TRUST
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Signature
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Title
DALTON, GREINER, XXXXXXX, XXXXX
& CO.,
LLC
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Signature
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Title
SLD-1483842-2 A-1 Expense Limitation Agreement
Schedule A
to the
Expense Limitation Agreement
between
DGHM Investment Trust
and
Dalton, Greiner, Xxxxxxx, Xxxxx & Co., LLC
Dated as of March 1, 2009
Fund Operating Expense Effective Date Expiration
Limit Date
DGHM All-Cap Value Fund 1.50% March 1, 2009 April 30,
2010
