Exhibit 8(e)
EXPENSE LIMITATION AGREEMENT
This Agreement, dated as of October 1, 2005, is made and entered into by
and among Opus Investment Management, Inc. (the "Adviser") and Opus Investment
Trust (the "Trust") on behalf of the series of the Trust listed on Schedule A
hereto (the "Fund").
WHEREAS, the Trust is a Massachusetts business trust and is registered
under the Investment Company Act of 1940 (the "1940 Act") as an open-end
management investment company of the series type, and the Fund is a series of
the Trust.
WHEREAS, the Trust, on behalf of the Fund, and the Adviser have entered
into a Management Agreement dated October 25, 2004 for the Fund (the "Management
Agreement"), pursuant to which the Adviser provides investment advisory,
management and administrative services to the Fund for compensation based on the
value of the average daily net assets of the Fund; and
WHEREAS, the Trust and the Adviser have determined that it is
appropriate and in the best interest of the Fund and its shareholders to
maintain the expenses of Class I Shares and Class R Shares of the Fund, through
waiving fees and/or reimbursing expenses, at a level below the level to which
such classes would normally be subject.
NOW THEREFORE, the parties hereto agree as follows:
1. Expense Limit. Until further notice and in any event
through September 30, 2006, the Adviser agrees that it
will limit the investment advisory, management and
administrative expenses at the levels shown on Schedule
A hereto ("Expense Limit").
2. Term and Termination. This Agreement will automatically
terminate with respect to the Fund upon termination of
the Management Agreement with respect to such Fund. In
any event, this Agreement will terminate as of October
1, 2006.
5. Captions. The captions in this Agreement are included
for convenience of reference and in no other way define
or delineate any of the provisions hereof or otherwise
affect their construction or effect.
6. 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,
including without limitation any requirements under the
1940 Act, 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 or control of the
conduct of the affairs of the Trust or the Fund.
7. Definitions. Any question of interpretation of any term
or provision of this Agreement having a counterpart in
or otherwise derived from the terms and provisions of
the Management Agreement or the 1940 Act, shall have the
same meaning as and be resolved by reference to such
Management Agreement or the 1940 Act.
8. Amendment. This Agreement may be amended only by a
written instrument signed by each of the parties hereto.
A copy of the Agreement and Declaration of Trust of the Trust, as
amended, is on file with the Secretary of The Commonwealth of Massachusetts and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually, and that the obligations
of or arising out of this instrument are not binding upon any of the Trustees or
shareholders individually but are binding only upon the assets and property of
the Trust.
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.
OPUS INVESTMENT MANAGEMENT, INC. OPUS INVESTMENT TRUST
On behalf of the Fund listed on
Schedule A hereto
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------- ------------------------
Name: Xxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: President Title: Vice President
2
SCHEDULE A
Total Fund
Fund / Class Management Fees
------------ ---------------
Opus Cash Reserves / Class I Shares 0.18%
Opus Cash Reserves / Class R Shares 0.43%
OPUS INVESTMENT MANAGEMENT, INC. OPUS INVESTMENT TRUST
On behalf of the Fund listed on
Schedule A hereto
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------- ------------------------
Name: Xxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: President Title: Vice President
