EXPENSE LIMITATION AGREEMENT
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CHURCH CAPITAL MANAGEMENT, LLC
000 Xxxxxx Xxxxxx Xxxx, Xxxxx 000X
Xxxxxxx, XX 00000
December 8, 2005
CHURCH CAPITAL INVESTMENT TRUST
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Dear Sirs:
Church Capital Management, LLC confirms our agreement with you as follows:
1. You are an open-end, diversified management investment company
registered under the Investment Company Act of 1940 (the "Act") and are
authorized to issue shares of separate series (funds), with each fund having its
own investment objective, policies and restrictions. You propose to engage in
the business of investing and reinvesting the assets of each of your funds in
accordance with applicable limitations. Pursuant to an Investment Advisory
Agreement dated as of December 8, 2005 (the "Advisory Agreement"), you have
employed us to manage the investment and reinvestment of the assets of the fund
listed on Appendix A to this Agreement (the "Fund").
2. We hereby agree that, notwithstanding any provision to the contrary
contained in the Advisory Agreement, we shall limit as provided herein the
aggregate ordinary operating expenses incurred by the Fund by the amount of fees
("Advisory Fees") payable to us under the Advisory Agreement (the "Limitation").
Under the Limitation, we agree that, for a three year period, beginning with the
Fund's public offering (subject to Section 4), such expenses shall not exceed a
percentage (the "Percentage Expense Limitations") of the average daily net
assets of the Fund, see Appendix A. To determine our liability for the
applicable expenses in excess of the Percentage Expense Limitations, the amount
of allowable fiscal-year-to-date expenses
shall be computed daily by prorating the Percentage Expense Limitations based on
the number of days elapsed within the fiscal year of the Fund, or limitation
period, if shorter the ("Prorated Limitation"). The Prorated Limitation shall be
compared to the expenses of the applicable Class of the Fund recorded through
the current day in order to produce the allowable expenses to be recorded for
the current day (the "Allowable Expenses"). If Advisory Fees and other expenses
of the Fund for the current day exceed the Allowable Expenses, Advisory Fees for
the current day shall be reduced by such excess ("Unaccrued Fees"). In the event
such excess exceeds the amount due as Advisory Fees, we shall be responsible to
the Fund to pay or absorb the additional excess ("Other Expenses Exceeding
Limit"). If there are cumulative Unaccrued Fees or cumulative Other Expenses
Exceeding the Limit, these amounts shall be repaid to us by you subject to the
following conditions: (1) no such payment shall be made to us with respect to
Unaccrued Fees or Other Expenses Exceeding Limit that arose more than three
years prior to the proposed date of payment, and (2) such payment shall be made
only to the extent that it does not cause the Fund's aggregate expenses, on an
annualized basis, to exceed the Percentage Expense Limitation.
3. Nothing in this Agreement shall be construed as preventing us from
voluntarily limiting, waiving or reimbursing your expenses outside the contours
of this Agreement during any time period.
4. This Agreement shall become effective on the date hereof and supercedes
any expense limitation agreement previously entered into with respect to the
Fund and its classes of shares. This Agreement will terminate automatically if,
as and when we cease to serve as investment adviser of the Fund. Upon the
termination or expiration of this Agreement, we shall have no claim against you
for any amounts not reimbursed to us pursuant to the provisions of paragraph 2.
5. This Agreement shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania, provided, however, that nothing herein shall be
construed as being inconsistent with the Act.
If the foregoing is in accordance with your understanding, will you kindly
so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
CHURCH CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxxxx Xxxxxx
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Agreed to and accepted as of
the date first set forth above.
CHURCH CAPITAL INVESTMENT TRUST
By: /s/ Xxxxxxx Xxxxxx
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APPENDIX A
Fund Name Retail Class Adviser Class
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Church Capital Value Trust 1.50% 1.25%
