GARDNER LEWIS INVESTMENT TRUST EXPENSE LIMITATION AGREEMENT
XXXXXXX
XXXXX INVESTMENT TRUST
THIS
AGREEMENT is made and entered into effective as of February 28, 2010 by and
between Xxxxxxx Xxxxx Investment Trust, a Massachusetts business trust (the
“Trust”), on behalf of each series portfolio of the Trust set forth on Exhibit A attached
hereto and incorporated by this reference, (each a “Fund”), and Xxxxxxx Xxxxx
Asset Management, L.P., a Pennsylvania limited partnership (the
“Adviser”).
WHEREAS,
the Trust is a Massachusetts business trust organized under the Amended and
Restated Declaration of Trust (“Trust Instrument”), dated January 22, 1995, and
is registered under the Investment Company Act of 1940, as amended (the “1940
Act”), as an open-end management investment company of the series type;
and
WHEREAS,
the Trust, on behalf of the Fund, and the Adviser have entered into an
Investment Advisory Agreement (“Advisory Agreement”), pursuant to which the
Adviser provides investment advisory services to the Fund; and
WHEREAS,
the Fund and the Adviser have determined that it is appropriate and in the best
interests of the Fund and its shareholders to limit the expenses of the Fund,
and, therefore, have determined to enter into this Agreement, in order to
maintain the Fund’s expense ratio within the Operating Expense Limit, as defined
below;
NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
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1.
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EXPENSE
LIMITATION.
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(a)
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Applicable Expense
Limit. To the extent that the aggregate expenses of every
character, including but not limited to investment advisory fees of the
Adviser (but excluding (i) interest, (ii) taxes, (iii) brokerage
commissions, (iv) other expenditures which are capitalized in accordance
with generally accepted accounting principles, (v) other extraordinary
expenses not incurred in the ordinary course of the Fund’s business, and
(vi) dividend expense on short sales), incurred by the Fund during the
term of this Agreement (“Fund Operating Expenses”), exceed the Operating
Expense Limit, as defined in Section 1(b) below, such excess amount (the
“Excess Amount”) shall be the liability of the Adviser. In
determining the Fund Operating Expenses, expenses that the Fund would have
incurred but did not actually pay because of expense offset or
brokerage/services arrangements shall be added to the aggregate expenses
so as not to benefit the Adviser. Additionally, fees reimbursed
to the Fund relating to brokerage/services arrangements shall not be taken
into account in determining the Fund Operating Expenses so as to benefit
the Adviser. Finally, the Operating Expense Limit described in
this Agreement excludes any “acquired fund fees and expenses” as that term
is described in the prospectus of the
Fund.
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(b)
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Operating Expense
Limit. The Fund’s maximum operating expense limit (the “Operating
Expense Limit”) shall be that percentage of the average daily net assets
of the Fund as set forth on Schedule A
attached hereto and incorporated by this
reference.
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(c)
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Method of
Computation. To determine the Adviser’s liability with
respect to the Excess Amount, each month the Fund Operating Expenses for
the Fund for that month shall be annualized as of the last day of the
month. If the annualized Fund Operating Expenses for any month exceeds the
Operating Expense Limit of the Fund, the Adviser shall first reduce its
investment advisory fee for such month by an amount sufficient to reduce
the annualized Fund Operating Expenses to an amount no higher than the
Operating Expense Limit. If the amount of the reduced investment advisory
fee for any such month is insufficient to pay the Excess Amount, the
Adviser shall also remit to the Fund an amount that, together with the
reduced investment advisory fee, is sufficient to pay such Excess
Amount.
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(d)
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Year-End
Adjustment. If necessary, on or before the last day of
the first month after the conclusion of the term of this Agreement, an
adjustment payment shall be made by the appropriate party in order that
the amount of the investment advisory fees reduced and other payments
remitted by the Adviser to the Fund during the term of the Agreement shall
equal the Excess Amount.
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2.
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REIMBURSEMENT OF FEE
REDUCTIONS AND EXPENSE
REIMBURSEMENTS.
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(a)
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Reimbursement. If
in any year in which the Advisory Agreement is still in effect, the
estimated aggregate Fund Operating Expenses of the Fund for the term of
this Agreement are less than the Operating Expense Limit, the Adviser,
shall be entitled to reimbursement by the Fund, in whole or in part as
provided below, of the fees reduced by the Adviser and other payments
remitted by the Adviser to the Fund pursuant to Section 1 hereof. The
total amount of reimbursement to which the Adviser may be entitled
(“Reimbursement Amount”) shall equal, at any time, the sum of all fees
previously reduced by the Adviser and all other payments remitted by the
Adviser to the Fund pursuant to Section 1 hereof, during any of the
previous three (3) years, less any reimbursement previously paid by
the Fund to the Adviser pursuant to this Section 2, with respect to
such reductions and payments. The Reimbursement Amount shall not include
any additional charges or fees whatsoever, including, e.g., interest
accruable on the Reimbursement
Amount.
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(b)
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Method of
Computation. To determine the Fund’s accrual, if any, to
reimburse the Adviser for the Reimbursement Amount, each month the Fund
Operating Expenses of the Fund for that month shall be annualized as of
the last day of the month. If the annualized Fund Operating Expenses of
the Fund for any month are less than the Operating Expense Limit of the
Fund, the Fund shall accrue into its net asset value an amount payable to
the Adviser sufficient to increase the annualized Fund Operating Expenses
of that Fund to an amount no greater than the Operating Expense Limit of
that Fund, provided that such amount paid to the Adviser will in no event
exceed the total Reimbursement Amount. For accounting purposes, when the
annualized Fund Operating Expenses of the Fund are below the Operating
Expense Limit, a liability will be accrued daily for these
amounts.
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(c)
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Year-End
Adjustment. If necessary, on or before the last day of
the first month after the conclusion of the term of this Agreement, an
adjustment payment shall be made by the appropriate party in order that
the actual Fund Operating Expenses of the Fund for the term of the
Agreement (including any reimbursement payments hereunder with respect to
such period) do not exceed the Operating Expense
Limit.
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(d)
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Limitation of
Liability. The Adviser shall look only to the assets of
the Fund for which it reduced fees or remitted payments for reimbursement
under this Agreement and for payment of any claim hereunder, and neither
the Fund, nor any of the Trust’s directors, officers, employees, agents,
or shareholders, whether past, present or future shall be personally
liable therefor.
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3.
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TERM, MODIFICATION AND
TERMINATION OF AGREEMENT.
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This
Agreement shall continue in effect until the expiration date set forth on Schedule A (the
“Expiration Date”). With regard to the Operating Expense Limit, the
Trust’s Board of Trustees and the Adviser may terminate or modify this Agreement
prior to the Expiration Date only by mutual written consent. This Agreement
shall terminate automatically upon the termination of the Advisory Agreement;
provided, however, that the obligation of the Trust to reimburse the Adviser
with respect to the Fund shall survive the termination of this Agreement unless
the Trust and the Adviser agree otherwise.
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4.
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MISCELLANEOUS.
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(a)
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Captions. The
captions in this Agreement are included for convenience of reference only
and in no other way define or delineate any of the provisions hereof or
otherwise affect their construction or
effect.
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(b)
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Interpretation. Nothing
herein contained shall be deemed to require the Trust or the Fund to take
any action contrary to the Trust’s Declaration of Trust or bylaws, or any
applicable statutory or regulatory requirement to which it is subject or
by which it is bound, or to relieve or deprive the Trust’s Board of
Trustees of its responsibility for and control of the conduct of the
affairs of the Trust or the Fund.
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(c)
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Definitions. Any
question of interpretation of any term or provision of this Agreement,
including but not limited to the investment advisory fee, the computations
of net asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms
and provisions of the Advisory Agreement or the 1940 Act,
shall have the same meaning as and be resolved by reference to
such Advisory Agreement or the 1940
Act.
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[Signature
page follows.]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers thereunto duly authorized and their respective corporate
seals to be hereunto affixed, as of the day and year first above
written.
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XXXXXXX
XXXXX INVESTMENT TRUST
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| /s/ X. Xxxxxxxxx Xxxxxxx, Chairman | |
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X.
Xxxxxxxxx Xxxxxxx, Chairman
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XXXXXXX
XXXXX ASSET MANAGEMENT L.P.
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| /s/ X. Xxxxxxxxx Xxxxxxx, Chairman | |
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X.
Xxxxxxxxx Xxxxxxx, Chairman
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Schedule
A
to
the
between
Xxxxxxx
Xxxxx Investment Trust
and
Xxxxxxx
Xxxxx Asset Management L.P.
Dated
as of February 28, 2010
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Fund
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Operating Expense Limit
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Effective Date
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Expiration Date
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The
Chesapeake Core Growth Fund
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1.40%
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March
1, 2010
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February
28, 2011
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