Exhibit (h)(17)
FORM OF XXXXXXXXX XXXXXX ADVISERS MANAGEMENT TRUST
EXPENSE LIMITATION AGREEMENT
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
-------------- ----, 2006
Xxxxxxxxx Xxxxxx Management Inc.
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Gentlepersons:
Each portfolio on Attachment A, as may be amended from time to time, (each
a "Portfolio" and collectively, the "Portfolios") is a series of Xxxxxxxxx
Xxxxxx Advisers Management Trust, a Delaware business trust ("Trust"). Each
Portfolio may have one or more classes of shares of beneficial interest
("Class").
You hereby agree during the period from the date indicated on Attachment A
through December 31, 2009 ("Limitation Period"), to pay the Portfolio's (or
where applicable the Class of such Portfolio) operating expenses (excluding
interest, taxes, brokerage commissions and other transactional expenses relating
to a Portfolio's assets, and extraordinary expenses of the Portfolio)
("Operating Expenses") which exceed, in the aggregate, the rate specified in
Attachment A of the Portfolio's (or, where applicable, the Class of such
Portfolio) average daily net assets ("Expense Limitation").
Each Portfolio in turn agrees to reimburse you through December 31, 2010
("Reimbursement Period"), out of assets belonging to the Portfolio (or the Class
of such Portfolio, if applicable) for any Operating Expenses of the Portfolio
(or Class) in excess of the Expense Limitation paid or assumed by you during the
Limitation Period, provided that you would not be entitled to reimbursement for
any amount by which such reimbursement would cause the Portfolio's (or, where
applicable, the Class of such Portfolio) total Operating Expenses to exceed the
annual rate of average net assets specified in Attachment A. And further,
provided that no amount will be reimbursed by the Portfolio more than three
years after the year in which it was incurred by you. The Trust agrees to
furnish or otherwise make available to you such copies of its financial
statements, reports, and other information relating to its business and affairs
as you may, at any time or from time to time, reasonably request in connection
with this agreement.
You understand that you shall look only to the assets of the Portfolio (or,
where applicable, the Class of the Portfolio) for performance of this agreement
and for payment of any claim you may have hereunder, and neither any other
series of the Trust, nor any of the Trust's trustees, officers, employees,
agents or shareholders, whether past, present or future, shall be personally
liable therefor.
This agreement is made and to be performed principally in the State of New
York, and except insofar as the Investment Company Act of 1940, as amended, or
other federal laws and regulations may be controlling, this agreement shall be
governed by, and construed and enforced in accordance with, the internal laws of
the State of New York. Any amendment to this agreement shall be in writing
signed by the parties hereto.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
XXXXXXXXX XXXXXX
ADVISERS MANAGEMENT TRUST
on behalf of the Portfolios
By:
-------------------------------------
Title:
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The foregoing agreement is hereby
accepted as of ________ __, 2006
XXXXXXXXX XXXXXX MANAGEMENT INC.
By:
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Title:
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ATTACHMENT A
XXXXXXXXX XXXXXX ADVISERS MANAGEMENT TRUST
EXPENSE LIMITATION AGREEMENT
Beginning of Expense Limitation
Portfolio Limitation Period (as a % of average daily net assets)
--------- ----------------- ------------------------------------
Balanced --------, 2004 1.00%
Xxxxxxxx --------, 2004 1.40%
Focus --------, 2004 1.25%
Guardian (Class I) --------, 2004 1.00%
Guardian (Class S) --------, 2004 1.25%
International --------, 2004 2.00%
Mid-Cap Growth (Class I) --------, 2004 1.50%
Mid-Cap Growth (Class S) --------, 2004 1.00%
Partners --------, 2004 1.00%
Regency --------, 2004 1.25%
Real Estate --------, 2004 1.75%
Socially Responsive --------, 2004 1.50%
High Income Bond Portfolio August 16, 2004 1.10%
International Large Cap Portfolio August 15, 2006 1.30%
