EXPENSE LIMITATION AGREEMENT
FOR XXXXXXXX ASSET MANAGEMENT TRUST
FAM SMALL CAP FUND
THIS AGREEMENT, dated as of ___________, 2012, is made and entered into by and
between Xxxxxxxx Asset Management Trust, a Massachusetts business trust (the “Trust”), on
behalf of its series set forth on Schedule A attached hereto (the “Fund”), and Xxxxxxxx Asset
Management, Inc. (the “Adviser”).
WHEREAS, the Adviser has been appointed the investment adviser of the Fund pursuant
to an Investment Advisory Agreement between the Trust, on behalf of the Fund, and the Adviser
(the “Advisory Agreement”); and
WHEREAS, the Trust and the Adviser desire to enter into the arrangements described
herein relating to certain expenses of the Fund;
NOW, THEREFORE, the Trust and the Adviser hereby agree as follows:
1.
The Adviser agrees to reduce the fees payable to it under the Advisory Agreement
and/or reimburse other expenses of the Fund during the period ending May 1, 2015, and
thereafter until this Agreement is terminated, to the extent necessary to limit the total operating
expenses of each class of shares of the Fund to the amount of the “Maximum Operating Expense
Limit” applicable to each such class of shares as set forth across from the name of each
respective class of the Fund on the attached Schedule A.
2.
A copy of the Agreement and Declaration of Trust establishing the Trust is on file
with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this
Agreement is executed by the Trust on behalf of the Fund by an officer of the Trust as an officer
and not individually and that the obligations of or arising out of this Agreement are not binding
upon any of the Trustees, officers or shareholders individually but are binding only upon the
assets and property belonging to the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
XXXXXXXX ASSET MANAGEMENT
XXXXXXXX ASSET MANAGEMENT, INC.
TRUST
By:
By:
Name:
Name:
Title:
Title:
SCHEDULE A
OPERATING EXPENSE LIMITS
Maximum Operating
Fund Name and Class of Shares
Expense Limit*
FAM Small Cap Fund
Investor Class Shares
1.50 %
Advisor Class Shares
2.50 %
* Expressed as a percentage of the Fund’s average daily net assets.
00000000.0.XXXXXXXX
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