XXXXXXXXX XXXXXX ADVISERS MANAGEMENT TRUST
EXPENSE LIMITATION AGREEMENT
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
MAY 1, 2002
Xxxxxxxxx Xxxxxx Management Inc.
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Gentlepersons:
Each portfolio on Attachment A, as may be amended from time to time,
(each a "Portfolio" and collectively, the "Portfolios") is a series of Xxxxxxxxx
Xxxxxx Advisers Management Trust, a Delaware business trust ("Trust"). Each
Portfolio may have one or more classes of shares of beneficial interest
("Class").
You hereby agree during the period from the date indicated on
Attachment A through April 30, 2005 ("Limitation Period"), to pay the
Portfolio's (or where applicable the Class of such Portfolio) operating expenses
(excluding compensation to you, interest, taxes, brokerage commissions and other
transactional expenses relating to a Portfolio's assets, and extraordinary
expenses of the Portfolio) ("Operating Expenses") which exceed, in the
aggregate, the rate specified in Attachment A of the Portfolio's (or, where
applicable, the Class of such Portfolio) average daily net assets ("Expense
Limitation").
Each Portfolio in turn agrees to reimburse you, out of assets belonging
to the Portfolio (or the Class of such Portfolio, if applicable) for any
Operating Expenses of the Portfolio (or Class) 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 the Portfolio's (or, where applicable, the Class of
such Portfolio) total Operating Expenses to exceed the annual rate of average
net assets specified in Attachment A. And further, provided 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 Portfolio
(or, where applicable, the Class of the 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 Portfolios
By:
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Title:
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The foregoing agreement is hereby
accepted as of DATE__, 200[ ]
XXXXXXXXX XXXXXX MANAGEMENT INC.
By:
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Title:
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ATTACHMENT A
XXXXXXXXX XXXXXX ADVISERS MANAGEMENT TRUST
EXPENSE LIMITATION AGREEMENT
Expense Limitation
Beginning of Limitation (as a % of average
Portfolio Period daily net assets)
--------- ------ -----------------
Balanced May 1, 2002 1.00%
Growth May 1, 2002 1.00%
Guardian (Class I) May 1, 2002 1.00%
Limited Maturity Bond May 1, 2002 1.00%
Mid-Cap Growth May 1, 2002 1.00%
Partners May 1, 2002 1.00%
