EXPENSE LIMITATION AGREEMENT
STRALEM & COMPANY INCORPORATED
000 XXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
Xxxxx 00, 0000
XXXXXXX FUND
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Stralem & Company Incorporated confirms our agreement with you as follows:
1. You are an open-end, diversified management investment company
registered under the Investment Company Act of 1940 (the "Act") and are
authorized to issue shares of separate series (funds), with each fund having its
own investment objective, policies and restrictions. You are engaged in the
business of investing and reinvesting the assets of each of your funds in
accordance with applicable limitations. Pursuant to an Investment Advisory
Agreement dated as of September 12, 2005 (the "Advisory Agreement"), you have
employed us to manage the investment and reinvestment of the assets of the fund
listed on Appendix A to this Agreement (the "Fund").
2. We hereby agree that, notwithstanding any provision to the contrary
contained in the Advisory Agreement, we shall limit as provided herein the
aggregate ordinary operating expenses incurred by the Fund by the amount of fees
("Advisory Fees") payable to us under the Advisory Agreement (the "Limitation").
Under the Limitation, we agree that, for the one year period, beginning on the
operational date of the Adviser Class of shares (subject to Section 4), such
expenses shall not exceed a percentage (the "Percentage Expense Limitations") of
the average daily net assets of the Fund, see Appendix A. To determine our
liability for the applicable expenses in excess
of the Percentage Expense Limitations, the amount of allowable
fiscal-year-to-date expenses shall be computed daily by prorating the Percentage
Expense Limitations based on the number of days elapsed within the fiscal year
of the Fund, or limitation period, if shorter the ("Prorated Limitation"). The
Prorated Limitation shall be compared to the expenses of the applicable Class of
the Fund recorded through the current day in order to produce the allowable
expenses to be recorded for the current day (the "Allowable Expenses"). If
Advisory Fees and other expenses of the Fund for the current day exceed the
Allowable Expenses, Advisory Fees for the current day shall be reduced by such
excess ("Unaccrued Fees"). In the event such excess exceeds the amount due as
Advisory Fees, we shall be responsible to the Fund to pay or absorb the
additional excess ("Other Expenses Exceeding Limit"). If there are cumulative
Unaccrued Fees or cumulative Other Expenses Exceeding the Limit, these amounts
shall be repaid to us by you subject to the following conditions: (1) no such
payment shall be made to us with respect to Unaccrued Fees or Other Expenses
Exceeding Limit that arose more than three years prior to the proposed date of
payment, and (2) such payment shall be made only to the extent that it does not
cause the Fund's aggregate expenses, on an annualized basis, to exceed the
Percentage Expense Limitation.
3. Nothing in this Agreement shall be construed as preventing us from
voluntarily limiting, waiving or reimbursing your expenses outside the contours
of this Agreement during any time period.
4. This Agreement shall become effective on the operational date of the
Adviser Class shares and supercedes any expense limitation agreement previously
entered into with respect to the Fund and its classes of shares. This Agreement
will terminate automatically if, as and when we cease to serve as investment
adviser of the Fund. Upon the termination or expiration of this Agreement, we
shall have no claim against you for any amounts not reimbursed to us pursuant to
the provisions of paragraph 2.
5. This Agreement shall be construed in accordance with the laws of
Delaware, provided, however, that nothing herein shall be construed as being
inconsistent with the Act.
If the foregoing is in accordance with your understanding, will you kindly
so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
STRALEM & COMPANY INCORPORATED
By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------------------------
Agreed to and accepted as of
the date first set forth above.
STRALEM FUND
By: /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------
APPENDIX A
Fund Name Institutional Class Adviser Class
---------------------------- ------------------- -------------
Stralem Equity Fund 1.50% 1.75%
