EXPENSE LIMITATION AGREEMENT
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XXXXXXXX INVESTMENT COUNSEL, INC.
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
Xxxxx 00, 0000
XXXXXXXX INVESTMENT TRUST
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Dear Sirs:
Xxxxxxxx Investment Counsel, Inc. confirms our agreement with you as
follows:
1. You are an open-end 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. Pursuant to an Investment Management Agreement dated
as of April 30, 2003 (the "Management Agreement"), you have employed us to
manage the investment and reinvestment of the assets of the Ave Xxxxx Xxxx Fund.
Currently, the Ave Xxxxx Xxxx Fund offers two classes of shares, Class R and
Class I. Class I shares require a minimum investment of $25 million.
2. We hereby agree that, notwithstanding any provision to the contrary
contained in the Management Agreement, we shall limit as provided herein the
aggregate ordinary operating expenses incurred by the Fund, including but not
limited to the fees ("Management Fees") payable to us under the Management
Agreement (the "Limitation"). Under the Limitation, we agree that, through May
1, 2007, such expenses shall not exceed a percentage (the "Percentage Expense
Limitation") equal to 0.70% per annum of the average daily net assets allocable
to Class R shares of the Fund and 0.30% per annum of the average daily net
assets allocable to Class I shares of the Fund. To determine our liability for
the applicable expenses in excess of the Percentage Expense
Limitation, the amount of allowable fiscal-year-to-date expenses shall be
computed daily by prorating the Percentage Expense Limitation 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 Management Fees and other
expenses of the Fund for the current day exceed the Allowable Expenses,
Management Fees for the current day shall be reduced by such excess ("Unaccrued
Fees"). In the event such excess exceeds the amount due as Management 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 before or after May 1, 2007, nor shall
anything herein be construed as requiring that we limit, waive or reimburse any
of your expenses incurred after May 1, 2007, or, except as expressly set forth
herein, prior to such date.
4. This Agreement shall become effective on the date hereof and supercedes
any expense limitation agreement previously entered into with respect to the
Fund. This Agreement may be terminated by either party hereto upon not less than
60 days' prior written notice to the other party, provided, however, that (1) we
may not terminate this Agreement without the approval of your Board of Trustees,
and (2) this Agreement will terminate automatically if, as and when we cease to
serve as investment adviser of the
Fund. Upon the termination or expiration hereof, 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
State of Michigan, 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,
XXXXXXXX INVESTMENT COUNSEL, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Agreed to and accepted as of
the date first set forth above.
XXXXXXXX INVESTMENT TRUST
By: /s/Xxxxxx X. Xxxxxxxx
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