AMENDED AND RESTATED EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT
AMENDED
AND RESTATED
REIMBURSEMENT
AGREEMENT
AGREEMENT
made this 31st day of July,
2006, between XXXXXXX.xxx, a Delaware business trust (the “Trust”), on behalf of
each series of the Trust (the “Funds”), and Mutuals Advisors, Inc., a Texas
Corporation (the “Advisor”).
WHEREAS,
the Advisor has entered into
an Investment Advisory Agreement with the Trust, dated June 14th, 2001,
pursuant to
which the Advisor provides, or arranges for the provision of, investment
advisory and management services to each Fund, and for which it is compensated
based on the average daily net assets of each such Fund; and
WHEREAS,
the Trust and the Advisor have
determined that it is appropriate and in the best interests of each Fund and
its
shareholders to limit the total expenses of each Fund of the Trust as listed
on
Schedule A of the Investment Advisory Agreement between the Trust and the
Advisor, as may be amended from time to time;
NOW,
THEREFORE, the parties hereto
agree as follows:
1. Expense
Waiver and Reimbursement by the Advisor. The Advisor agrees to
reduce all or a portion of its management fee and, if necessary to bear certain
other expenses (to the extent permitted by the Internal Revenue Code of 1986,
as
amended) of the Funds to the extent necessary to limit the annualized expenses
of each fund to the rates reflected in Schedule A to this
Agreement.
2. Duty
of Fund to Reimburse. Subject to approval by the Funds’ Board of
Trustees, each Fund agrees to reimburse the Advisor on a monthly basis such
deferred fees, including any expenses borne pursuant to paragraph 1 in later
periods; provided, however, that a Fund is not obligated to pay any such
deferred fees more than three years after the end of the fiscal year in which
the fee was deferred. The Trust’s Board of Trustees shall review
quarterly any reimbursement paid to the Advisor with respect to any Fund in
such
quarter.
3. Assignment. No
assignment of this Agreement shall be made by the Advisor without the prior
consent of the Trust.
4. Duration
and Termination. This Agreement shall continue in effect until
July 31, 2017, with such renewal terms of ten (10) years, each measured from
the
date of renewal, unless either party shall notify the other party of its desire
to terminate this Agreement prior to such renewal. Each such
continuance shall be 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 the case of a
termination of this Agreement by the Trust, such action shall be authorized
by
resolution of a majority of the Disinterested Trustees or by a vote of the
majority of the outstanding voting securities of the Trust. This
Agreement shall automatically terminate upon the termination of the Investment
Advisory Agreement between the Advisor and the Trust.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first above written.
XXXXXXX.xxx | Mutuals Advisors, Inc. |
By: /s/ Xxxxxxx X. Xxxxx | By: /s/ Xxxxxxx X. Xxxxx |
Name: Xxxxxxx X. Xxxxx | Name: Xxxxxxx X. Xxxxx |
Title: President | Title: President |
SCHEDULE
A
Separate
Series of XXXXXXX.xxx
Name of Series |
Date
Started
|
Expense
Cap
|
|
|
|
Generation Wave Growth Fund |
June
21, 2001
|
1.50%
|
|
||
Vice Fund |
August
30, 2002
|
1.75%
|
In
the
event that a Fund’s operating expenses (including the investment advisory fee
and interest on any borrowings by the Fund, but excluding taxes, interest and
dividends on short sales, brokerage and extraordinary expenses, if any) exceed
the percentage shown above of that Fund’s average daily net assets on an annual
basis, the Advisor shall reduce the amount of the investment advisory fee or
assume expenses of the Fund in the amount of such excess, up to the amount
o the
investment advisory fee payable by the Fund to the Advisor.
As
amended: July 26, 2007