FORM OF EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
This
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT is made this 1st day of
January
2008, between Xxxxxxx Investment Trust, a Delaware statutory trust (the “Trust”)
and Xxxxxxx Investment Partners, L.P., a California limited partnership
(hereinafter called the “Adviser”).
WHEREAS,
the parties hereto have entered into an Investment Advisory Agreement dated
December 16, 1996 (as amended, the “Investment Advisory Agreement”), pursuant to
which the Adviser agrees to provide, or arrange for the provision of, investment
advisory and management services to the Trust; and
WHEREAS,
the Trust and the Adviser believe that capping the total expenses of each
class
of shares of the Xxxxxxx Institutional Core Plus Fixed Income Fund series
of the
Trust (the “Core Plus Fund”) and the Xxxxxxx Institutional Enhanced Income Fund
series of the Trust (the “Enhanced Income Fund”, and together with the Core Plus
Fund, the “Fixed Income Funds”) is in the best interests of the shareholders of
each Fixed Income Fund;
NOW,
THEREFORE, the parties hereto do agree as follows:
1. Limit
on Operating Expenses. The Adviser agrees to limit each
class of a Fixed Income Fund’s Operating Expenses to the respective annual rate
of total Operating Expenses specified for that class in Appendix A of this
Agreement (the “Expense Caps”) by waiving all or a portion of its management fee
and, if necessary, bearing other Operating Expenses, with respect to such
class.
2. Definition. For
purposes of this Agreement, the term “Operating Expenses” with respect to a
class of a Fixed Income Fund is defined to include all expenses payable by
the
Fund necessary or appropriate for the operation of such class, including
the
Adviser’s investment advisory fee as described in the Investment Advisory
Agreement, but does not include taxes, interest, brokerage commissions, expenses
incurred in connection with any merger or reorganization or extraordinary
expenses such as litigation.
3. Reimbursement
of Fees and Expenses. The Adviser retains its right to
receive reimbursement of reductions of its investment advisory fee and Operating
Expenses paid by it that are not its responsibility as described in the
Investment Advisory Agreement.
4. Recoupment
Balance. Any fee reduced by the Adviser or Operating
Expenses paid by it with respect to a class of a Fixed Income Fund
(collectively, “subsidies”) pursuant to this Agreement may be reimbursed by such
Fixed Income Fund to the Adviser no later than the end of the fifth full
fiscal
year following the year to which the subsidy relates if the aggregate expenses
for that period do not exceed an Expense Caps in effect at the time the
subsidies were incurred or any more restrictive limitation to which the Adviser
has agreed (subsidies available for reimbursement to the Adviser under this
paragraph are collectively referred to as the “Recoupment Balance”) and the
Board of Trustees of the Trust approves the reimbursement. The
Adviser generally shall seek reimbursement on a rolling five-year basis whereby
the oldest subsidies are recouped first. The Adviser shall not
request or receive reimbursement of the Recoupment Balance before payment
of the
operating expenses of the relevant class of a Fixed Income Fund for the current
year and shall not cause such class of a Fixed Income Fund to exceed an Expense
Cap or any other agreed upon expense limitation for that year in making such
reimbursement. The Adviser agrees not to request or seek
reimbursement of subsidized Operating Expenses that are no longer eligible
for
reimbursement.
5. Term. This
Agreement shall become effective on the date specified herein and shall remain
in effect until December 31, 2008 and shall continue in effect thereafter
for
additional periods not exceeding one (1) year so long as such continuation
is
approved at least annually by the Adviser and the Board of Trustees of the
Trust.
6. Termination. This
Agreement may be terminated at any time by the Board of Trustees of the Trust
on
behalf of any one or more of the Fixed Income Funds, upon sixty (60) days’
written notice to the Adviser without payment of any penalty and shall
automatically terminate upon the termination of the Investment Advisory
Agreement.
7. Assignment. This
Agreement and all rights and obligations hereunder may not be assigned without
the written consent of the other party.
8. Severability. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute or rule, or shall be otherwise rendered invalid, the remainder
of this Agreement shall not be affected thereby.
9. Captions. The
captions in this Agreement are included for convenience of reference only
and in
no way define or limit any of the provisions hereof or otherwise affect their
construction of effect.
10. Governing
Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware without giving effect
to the
conflict of laws principles thereof; provided that nothing herein shall be
construed to preempt, or to be inconsistent with, any federal law, regulation
or
rule, including the Investment Company Act of 1940, as amended, and the
Investment Advisers Act of 1940, as amended, and any rules and regulations
promulgated thereunder.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first above written.
|
XXXXXXX
INVESTMENT TRUST
By________________________________
Name:
Title:
|
XXXXXXX
INVESTMENT PARTNERS, L.P.
By_________________________________
Name:
Title:
|
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SCHEDULE
A
Xxxxxxx
Investment Trust
Each
class of the Fixed Income Funds of Xxxxxxx Investment Trust’s annualized
expenses will be limited to the following annual rate of average daily net
assets shown below:
| Xxxxxxx Institutional Core Plus Fixed Income Fund – Class I | 0.50% |
| Xxxxxxx Institutional Core Plus Fixed Income Fund – Class E | 0.70% |
| Xxxxxxx Institutional Core Plus Fixed Income Fund – Class S | 0.95% |
| Xxxxxxx Institutional Enhanced Income Fund – Class I | 0.55% |
| Xxxxxxx Institutional Enhanced Income Fund – Class E | 0.75% |
| Xxxxxxx Institutional Enhanced Income Fund – Class S | 1.00% |
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