TORRAYFUND OPERATING EXPENSES LIMITATION AGREEMENT
TORRAYFUND
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the "Agreement")
is made as of the 7th day of March, 2017, by and between Torray Fund, a Massachusetts business trust (the "Trust"), on behalf of the series of the Trust listed on Schedule A, which may be amended from time to time (the "Fund"), and Torray LLC, a Delaware LLC (the "Adviser").
WITNESSETH:
WHEREAS, the Adviser renders advice and services to the Fund pursuant to the terms and provisions of a Management Agreement between the Trust and the Adviser dated as of the 19th day of December 2005, (the "Management Agreement"); and
WHEREAS, the Fund is responsible for all of its operating expenses unless expressly assumed by the Adviser; and
WHEREAS, the Adviser desires to limit the Fund's Operating Expenses (as that term is defined in Paragraph 2 of this Agreement) pursuant to the terms and provisions of this Agreement, and the Trust (on behalf of the Fund) desires to allow the Adviser to implement those limits;
NOW THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties, intending to be legally bound hereby, mutually agree as follows:
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1. LIMIT ON OPERATING EXPENSES. The Adviser hereby agrees, on a daily basis for the term of this agreement, to waive its management fee and reimburse the Fund for its current Operating Expenses (as defined in paragraph 2 below), so as to limit the Fund's current Operating Expenses to an annual rate, expressed as a percentage of the Fund's average annual net assets to the amounts listed in Appendix A (the "Annualized Limits"). In the event that the annualized Operating Expenses of a Fund, as accrued each day through the last calendar day of each month that this Agreement is in effect, exceed its Annualized Limit, the Adviser will pay to the Fund the excess expense within fifteen (15) calendar days of being notified that an excess expense payment is due, or such other period as determined by the Board of Trustees of the Trust (the "Board").. In the event that the Board of Trustees of the Trust determines that an excess expense payment due date be other than fifteen (15) calendar days, the Trust will provide the Adviser with ten (10) calendar days written notice prior to the implementation of such other excess expense payment due date.
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2. DEFINITION. For purposes of this Agreement, the term "Operating Expenses" with respect to the Fund, includes all expenses necessary or appropriate for the operation of the Fund, including the Adviser's management fee detailed in the Management Agreement, but does not include any front-end or contingent deferred loads, taxes, leverage, interest, brokerage commissions, acquired fund fees and expenses, trustee fees and expenses, auditor fees and expenses, legal fees and expenses, insurance costs, registration and filing fees, printing postage
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and mailing expenses, ex penses inc urred in connection with any merger or reorganiza tio n, or extrao rdinary expenses such as li tigat io n.
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3. REIMBURSEMENT OF FEES AND EXPENSES. The Adviser xxxx in s its right to receive reimbursement of any excess expense payment s paid by it pursuant to this Agreement.
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4. TERM AND TERMINATION. This Agreement shall rema in in effect until April 30, 2018. This Agreement will a utomatica lly terminate if the Management Agreement is terminated, with such termination effective upon the effective date of the Manage ment Agreement' s termination.
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4. ASSIGNMENT. This Agree ment and all rights and obligatio ns hereunder may not be ass ig xxx without the written consent of the other party.
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6. SEVERABILITY. If any provis ion of this Agreement shall be held or made i nvalid by a court dec is io n, statute or rule , or s hall be otherwise rendered in valid, the remainder of this Agree men x x xxxx not be affected thereby.
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7. 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 la ws princi ple s thereof; provided that no thing herein shall be construed to preempt, or to be inco nsiste nt with , any federal la w, regulation or rule, inclu din g the Investme nt Co mpany Act of 1940, a s amen ded, and the [nvestment Advisers Act of 1940 , as amended, and any rules and regula tio ns promulgated thereunde r.
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IN WITNESS WH EREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly a uthorize d officers, all on the day and year first above written.
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TORRAY LLC
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on behalf of the series listed on Schedule A
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By: /s/ Xxxxxx X. Xxxxxx
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By: /s/ Xxxxxxx X Xxxx
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Name: Xxxxxx X. Xxxxxx
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Name: Xxxxxxx X Xxxx
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Title: President
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Title: Executive Vice President
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Appendix A
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Series of Torray Fund
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Annualized Operating Expense Limit*
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Termination Date
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1.00% of average daily net assets
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April 30, 2018
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