FEE REDUCTION AGREEMENT GARDNER LEWIS INVESTMENT TRUST
XXXXXXX
XXXXX INVESTMENT TRUST
THIS
AGREEMENT (“Agreement”), is dated this 28th day
of February, 2010 and shall be effective on March 1, 2010, is made by and
between Xxxxxxx Xxxxx Asset Management, L.P. (the “Adviser”) and Xxxxxxx Xxxxx
Investment Trust (the “Trust”), on behalf its series portfolio, The Chesapeake
Growth Fund (the “Fund”).
WHEREAS,
the Trust is a Massachusetts business trust organized under an Amended and
Restated Declaration of Trust (“Declaration of Trust”), dated January 22, 1995,
and is registered under the Investment Company Act of 1940, as amended (the
“1940 Act”), as an open-end managed investment company of the series type and
the Fund is a series of the Trust; and
WHEREAS,
the Trust and the Adviser have entered into an Investment Advisory Agreement
(“Advisory Agreement”), pursuant to which the Adviser provides investment
advisory services to the Fund for compensation based on the value of the average
daily net assets of the Fund (the “Advisory Fee”); and
WHEREAS,
the Trust and the Adviser have determined that it is appropriate and in the best
interests of the Fund and its shareholders for the Adviser to reduce its
Advisory Fee, subject to recoupment by the Adviser under certain circumstances
as are described more fully below;
NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
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1.
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FEE
REDUCTION. The Adviser shall reduce its Advisory Fee in
whole for the entire term of this
Agreement.
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2.
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RECOUPMENT.
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a.
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Reimbursement. If
in any year in which the Advisory Agreement is still in effect after the
current term of this Agreement and the estimated aggregate ratio of
operating expenses of the Fund, including but not limited to investment
advisory fees of the Adviser (but excluding (i) interest, (ii) taxes,
(iii) brokerage commissions, (iv) other expenditures which are capitalized
in accordance with generally accepted accounting principles, (v) other
extraordinary expenses not incurred in the ordinary course of the Fund’s
business, and (vi) dividend expense on short sales), incurred by the Fund
during the term of this Agreement (“Fund Operating Expenses”), are less
than the Operating Expense Limit (defined below), the Adviser, shall be
entitled to reimbursement by the Fund, in whole or in part, of the fees
reduced by the Adviser pursuant to Section 1 hereof. In determining
the fund operating expenses, expenses that the Fund would have incurred
but did not actually pay because of expense offset or brokerage/services
arrangements shall be added to the aggregate expenses so as not to benefit
the Adviser. Additionally, fees reimbursed to the Fund relating
to brokerage/services arrangements shall not be taken into account in
determining the fund operating Expenses so as to benefit the
Adviser. Finally, the Operating Expense Limit described in this
Agreement excludes any “acquired fund fees and expenses” as that term is
described in the prospectus of the Fund. The total amount of
reimbursement to which the Adviser may be entitled (“Reimbursement
Amount”) shall equal, at any time, the sum of all fees previously reduced
by the Adviser pursuant to Section 1 hereof, during any of the
previous three (3) years, less any reimbursement previously paid by
the Fund to the Adviser pursuant to
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this
Section 2, with respect to such reductions. The Reimbursement Amount shall
not include any additional charges or fees whatsoever, including, e.g., interest
accruable on the Reimbursement Amount.
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b.
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Operating Expense
Limit. The Fund’s operating expense limit (the “Operating Expense
Limit”) shall be that percentage of the average daily net assets of the
Fund as set forth on Schedule A
attached hereto and incorporated by this
reference.
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c.
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Method of
Computation. To determine the Fund’s accrual, if any, to
reimburse the Adviser for the Reimbursement Amount, each month the fund
operating expenses for that month of the Fund shall be annualized as of
the last day of the month. If the annualized fund operating expenses of
the Fund for any month are less than the Operating Expense Limit of the
Fund, the Fund shall accrue into its net asset value an amount payable to
the Adviser sufficient to increase the annualized fund operating expenses
of the Fund to an amount no greater than the Operating Expense Limit of
the Fund, provided that such amount paid to the Adviser will in no event
exceed the total Reimbursement Amount. For accounting purposes, when the
annualized fund operating expenses of the Fund are below the Operating
Expense Limit, a liability will be accrued daily for these
amounts.
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d.
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Limitation of
Liability. The Adviser shall look only to the assets of
the Fund for which it reduced fees or remitted payments for
reimbursement under this Agreement and for payment of any claim hereunder,
and neither the Fund, nor any of the Trust’s directors, officers,
employees, agents, or shareholders, whether past, present or future shall
be personally liable therefor.
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3.
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TERM AND TERMINATION
OF AGREEMENT. This Agreement shall remain in effect
until February 28, 2011. This Agreement shall terminate automatically upon
the termination of the Advisory Agreement; provided, however, that the
obligation of the Trust to reimburse the Adviser with respect to the Fund
shall survive the termination of this Agreement unless the Trust and the
Adviser agree otherwise.
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4.
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MISCELLANEOUS.
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a.
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Captions. The
captions in this Agreement are included for convenience of reference only
and in no other way define or delineate any of the provisions hereof or
otherwise affect their construction or
effect.
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b.
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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 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 and control of the conduct of the
affairs of the Trust or the Fund.
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c.
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Definitions. Any
question of interpretation of any term or provision of this Agreement,
including but not limited to the investment advisory fee, the computations
of net asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms
and provisions of the Advisory Agreement or the 1940 Act,
shall have the same meaning as and be resolved by reference to
such Advisory Agreement or the 1940
Act.
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[Signature
page follows.]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers thereunto duly authorized and their respective corporate
seals to be hereunto affixed, as of the day and year first above
written.
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XXXXXXX
XXXXX INVESTMENT TRUST
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| /s/ X. Xxxxxxxxx Xxxxxxx | |
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X.
Xxxxxxxxx Xxxxxxx, Chairman
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XXXXXXX
XXXXX ASSET MANAGEMENT L.P.
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| /s/ X. Xxxxxxxxx Xxxxxxx | |
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X.
Xxxxxxxxx Xxxxxxx, Chairman
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Schedule
A
to
the
between
Xxxxxxx
Xxxxx Investment Trust
and
Xxxxxxx
Xxxxx Asset Management L.P.
Dated
as of February 28, 2010
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Fund
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Operating Expense Limit
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Effective Date
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Expiration Date
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The
Chesapeake Growth Fund
Institutional
Shares
Investor
Shares
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2.75%
3.00%
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Xxxxx
0, 0000
Xxxxx
1, 2010
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February
28, 2011
February
28, 2011
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