XXXXXXXXX XXXXXX ADVISERS MANAGEMENT TRUST
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Xxxxx 0, 0000
Xxxxxxxxx Xxxxxx Management Inc.
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Ladies and Gentlemen:
Regency Portfolio (the "Portfolio", and collectively, the "Portfolios")
is a series of Xxxxxxxxx Xxxxxx Advisers Management Trust, a Delaware business
trust ("Trust").
You hereby agree during the period from March 1, 2001 through April 30,
2002 ("Limitation Period"), to pay the Portfolio's operating expenses (excluding
interest, taxes, brokerage commissions, and extraordinary expenses of the
Portfolio) ("Operating Expenses") which exceed, in the aggregate, the rate of
1.50% per annum of the Portfolio's average daily net assets ("Expense
Limitation").
The Portfolio in turn agrees to reimburse you through December 31, 2005
("Reimbursement Period"), out of assets belonging to that Portfolio for any
Operating Expenses of the Portfolio in excess of the Expense Limitation paid or
assumed by you during the Limitation Period, provided that you would not be
entitled to reimbursement for any amount by which such reimbursement would cause
Operating Expenses in respect of the Reimbursement Period to exceed the Expense
Limitation, and provided further that no amount will be reimbursed by the
Portfolio more than three years after the year in which it was incurred by you.
The Trust agrees to furnish or otherwise make available to you such copies of
its financial statements, reports, and other information relating to its
business and affairs as you may, at any time or from time to time, reasonably
request in connection with this agreement.
You understand that you shall look only to the assets of the respective
Portfolio for performance of this agreement and for payment of any claim you may
have hereunder, and neither any other series of the Trust, nor any of the
Trust's trustees, officers, employees, agents or shareholders, whether past,
present or future, shall be personally liable therefor.
This agreement is made and to be performed principally in the State of
New York, and except insofar as the Investment Company Act of 1940, as amended,
or other federal laws and regulations may be controlling, this agreement shall
be governed by, and construed and enforced in accordance with, the internal laws
of the State of New York. Any amendment to this agreement shall be in writing
signed by the parties hereto.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
XXXXXXXXX XXXXXX ADVISERS MANAGEMENT TRUST
on behalf of the Regency Portfolio
By: ___________________________________
Title: __________________________________
The foregoing agreement is hereby
accepted as of March 1, 2001
XXXXXXXXX XXXXXX MANAGEMENT INC.
By: _______________________________
Title: ______________________________
