EXHIBIT (d)(iv)
FEE WAIVER AGREEMENT
LMM LLC
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Xxxx Xxxxx Investment Trust, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Xxxx Xxxxx Opportunity Trust - Fee Waiver/Expense Agreement
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Ladies and Gentlemen:
LMM LLC ("LMM") hereby notifies you that it will waive its compensation
(and, to the extent necessary, bear other expenses) through April 30, 2005, to
the extent that expenses of each class of Xxxx Xxxxx Opportunity Trust (the
"Fund") (exclusive of taxes, interest, brokerage and extraordinary expenses)
would exceed an annual rate of 1.99% for Primary Class, 0.99% for Institutional
Class and 1.24% for Financial Intermediary Class.
For purposes of determining any such waiver or expense reimbursement,
expenses of a class of the Fund shall not reflect the application of any
custodial, transfer agency or other credits or expense offset arrangements that
may reduce the portfolio's expenses.
If on any day during which LMM is the investment manager, the estimated
annualized operating expenses of the Fund for that day are less than the
operating expense limit described above, LMM shall be entitled to reimbursement
by the Fund of the investment management fees waived or reduced and other
payments remitted by LMM on behalf of the Fund pursuant to this expense
limitation (the "Reimbursement Amount") during any of the previous thirty-six
(36) months, to the extent that the Fund's annualized operating expenses plus
the amount so reimbursed is less than or equals, for such day, the operating
expense limit provided for above, provided that such amount paid to LMM will in
no event exceed the total Reimbursement Amount and will not include any amounts
previously reimbursed.
In addition, Xxxx Xxxxx Funds Management, Inc. hereby notifies you that it
will waive its compensation with respect to the Fund to the same extent that LMM
does.
We understand that you will rely on this undertaking in accruing the Fund's
expenses for purposes of calculating its net asset value per share, and for
other purposes, in the preparation and filing of the Securities and Exchange
Commission Form N-1A Registration Statement for the Fund, and we expressly
permit you to do so.
LMM LLC Xxxx Xxxxx Funds Management, Inc.
By: /s/Xxxxxxxx X. Xxxxxx By: /s/Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx
Chief Operations Officer Senior Vice President
Agreed and Accepted:
Xxxx Xxxxx Opportunity Trust
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Vice President and Treasurer
