FORM OF
FEE WAIVER AND EXPENSE CAP AGREEMENT
Xxxx Xxxxx Xxxx Reserve Trust
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Xxxx Mason Cash Reserve Trust - Fee Waiver/Expense Agreement
Ladies and Gentlemen:
Xxxx Xxxxx Fund Adviser, Inc. ("LMFA") hereby notifies you that it will
waive its fees (and to the extent necessary bear other expenses) from December
1, 2005 through December 31, 2006, to the extent that expenses of Xxxx Mason
Cash Reserve Trust ("Fund") (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses) would exceed an annual rate of 0.68%.
The expense ratio for the last fiscal year was 0.68%.
For purposes of determining any such waiver or expense reimbursement,
expenses of the Fund shall not reflect the application of any custodial,
transfer agency or other credits or expense offset arrangements that may reduce
the Fund's expenses or arrangements with any broker-dealer to apply a portion of
the commission or xxxx-up on any portfolio trade to the payment of any of the
Fund's other expenses.
If on any day during which LMFA is the investment manager, the estimated
annualized operating expenses of the Fund for that day are less than the
operating expense limit described above, LMFA shall be entitled to reimbursement
by the Fund of the investment management fees waived or reduced and other
payments remitted by LMFA on behalf of the Fund pursuant to this expense
limitation (the "Reimbursement Amount") during the period beginning December 1,
2005, 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 LMFA will in no
event exceed the total Reimbursement Amount and will not include any amounts
previously reimbursed.
We understand that you will rely on this undertaking in accruing the Fund's
expenses for purposes of calculating its dividends and 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 any
Proxy statement for the Fund, and we expressly permit you to do so.
XXXX XXXXX FUND ADVISER, INC.
By:
____________________
Xxxx X. Xxxxxxx
President and Director
Agreed and Accepted:
XXXX XXXXX XXXX RESERVE TRUST
By:
______________________
Xxxxx X. Xxxxxxxxx
Vice President and Treasurer
