AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT STRALEM & COMPANY INCORPORATED New York, New York 10022
AMENDED
AND RESTATED
STRALEM
& COMPANY INCORPORATED
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
December
16, 0000
XXXXXXX
FUND
000
Xxxxxxx Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Dear
Sirs:
Stralem & Company Incorporated
confirms our agreement with you as follows:
1. You
are an open-end, diversified 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. You are engaged in the business of
investing and reinvesting the assets of each of your funds in accordance with
applicable limitations. Pursuant to an Investment Advisory Agreement
dated as of September 12, 2005 (the “Advisory Agreement”), you have employed us
to manage the investment and reinvestment of the assets of the fund listed on
Appendix A to this Agreement (the “Fund”).
2. We
hereby agree that, notwithstanding any provision to the contrary contained in
the Advisory Agreement, we shall limit as provided herein the aggregate ordinary
operating expenses incurred by the Fund by the amount of fees (“Advisory Fees”)
payable to us under the Advisory Agreement (the “Limitation”). Under
the Limitation, we agree that, for the period, beginning January 1, 2010 through
March 1, 2011 (subject to Section 4), such expenses shall not exceed a
percentage (the “Percentage Expense Limitations”) of the average daily net
assets of the Fund, see Appendix A. To determine our liability for
the applicable expenses in excess of the Percentage Expense
Limitations,
the amount of allowable fiscal-year-to-date expenses shall be computed daily by
prorating the Percentage Expense Limitations 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 Advisory Fees and other expenses
of the Fund for the current day exceed the Allowable Expenses, Advisory Fees for
the current day shall be reduced by such excess (“Unaccrued
Fees”). In the event such excess exceeds the amount due as Advisory
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.
4. This
Agreement shall become effective on January 1, 2010 and supercedes any expense
limitation agreement previously entered into with respect to the Fund and its
classes of shares. This Agreement will terminate automatically if, as and when
we cease to serve as investment adviser of the Fund. Upon the
termination or expiration of this Agreement, 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 Delaware, 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,
|
|
|
STRALEM
& COMPANY INCORPORATED
|
|
|
By: /s/ Xxxxxxxx X.
Xxxxxxx
|
Agreed to
and accepted as of
the date
first set forth above.
By: /s/ Xxxxxxxx X.
Xxxxxxx
Appendix
A
|
Fund Name
|
Institutional Class
|
Adviser Class
|
|
Stralem
Equity Fund
|
0.99%
|
1.24%
|
