Exhibit No. EX. 99.d.3
EXPENSE LIMITATION
AGREEMENT
AGREEMENT made as of the 27th day of October 2007, between The Xxxxxxx
Funds, a Delaware statutory trust ("Trust"), on behalf of the Xxxxxxx Strategic
Opportunities Fund, a series of the Trust ("Fund") and Xxxxxxx Capital
Management, L.P. ("Olstein"), a New York limited partnership (the "Adviser").
WHEREAS, the Adviser has entered into an Investment Management Agreement
with the Trust originally effective October 27, 2006, pursuant to which the
Adviser provides, or arranges for the provision of, investment advisory and
management services to the Fund, and for which it is compensated based on 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 interests of the Fund and its shareholders to limit the total
expenses of the Fund as listed on Schedule A of this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Fee Waiver and Expense Payments by the Adviser. The Adviser agrees to waive
or reduce all or a portion of its management fee and, if necessary, to bear
certain other expenses associated with operating the Fund (to the extent
permitted by the Internal Revenue Code of 1986, as amended) to the extent
necessary to limit the annualized expenses of the Fund (exclusive of 12b-1 fees,
shareholder servicing fees, acquired fund fees and expenses, taxes, interest and
non-routine expenses or costs, including but not limited to, those relating to
reorganizations, litigation, conducting shareholder meetings and liquidations
("non-routine expenses")) to the rates reflected in Schedule A to this
Agreement.
2. Duty of Fund to Reimburse. Subject to approval by the Trust's Board of
Trustees, the Fund agrees to reimburse the Adviser on a monthly basis such
waived fees and expenses borne pursuant to paragraph 1 (together, "Deferred
Amounts") in later periods provided, however, that the Fund is not obligated to
reimburse any such Deferred Amount more than three years after the end of the
fiscal year in which the Deferred Amount was waived or borne and will only pay
such Deferred Amounts to the extent that the Fund's annual operating expenses
plus the Deferred Amount being reimbursed do not exceed the expense cap amount
for that Fund listed in Schedule A. The Trust's Board of Trustees shall review
quarterly any reimbursement paid to the Adviser with respect to the Fund in such
quarter.
3. Assignment. No assignment of this Agreement shall be made by the Adviser
without the prior consent of the Trust.
4. Duration and Termination. This Agreement shall be effective for the period
provided in Schedule A and shall continue in effect for a one year period
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 Investment Company Act
of 1940, as amended, (the "Disinterested Trustees") and (ii) have no direct or
indirect financial interest in the operation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
THE OLSTEIN FUNDS OLSTEIN CAPITAL MANAGEMENT, L.P.
By: Olstein Advisers, LLC, General Partner
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxx X. Xxxxxxx
Name: Xxxxxxx Xxxxx Name: Xxxx X. Xxxxxxx
Title: Treasurer Title: President/COO
SCHEDULE A
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Expense Cap Expense Cap Amount*
Fund Time Period
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Xxxxxxx Strategic Opportunities Fund October 27, 2007 - October 28, 2008 1.35%
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* This amount is exclusive of 12b-1 fees, shareholder servicing fees, acquired
fund fees and expenses, taxes, interest and non-routine expenses.
