XXXXXX MONEY MARKET FUND
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
AGREEMENT made the 23rd day of August, 2000 by and between Xxxxxx Series
Trust (the "Trust"), on behalf of its portfolio known as Xxxxxx Money Market
Fund (the "Fund"), and Xxxxxx Associates LLC (the "Manager");
WITNESSETH
WHEREAS, the Trust is registered as such under the Investment Company Act
of 1940, as amended (the "1940 Act"); and an open-end, management investment
company; and
WHEREAS, the Manager is registered as an investment adviser under the
Investment Advisers Act of 1940 (the "Advisers Act"), and will serve as the
Manager of the Fund;
NOW, THEREFORE, the parties hereto agree as follows:
1. The Manager agrees to pay, waive or absorb the ordinary operating
expenses of the Fund pursuant to this Agreement (including any fees or expense
reimbursements payable to the Manager or any affiliate of the Manager pursuant
to this Agreement or any other agreement, but excluding interest, brokerage
commissions and extraordinary expenses of the Fund) ("Operating Expenses"),
which exceed the aggregate per annum rate of 0.95% of the Fund's average daily
net assets (the "Expense Limitation").
2. The Expense Limitation will remain in effect unless and until the Board
of Trustees of the Trust approves its modification or termination; provided,
however, that the Expense Limitation will terminate in the event that any
agreement in effect between the Trust on behalf of the Fund and the Manager (or
any affiliate of the Manager) is terminated by the Trust without the consent of
the Manager or the Manager affiliate that is a party to such agreement or in the
event any such agreement terminates due to an assignment and a new agreement
with the Manager (or any affiliate of the Manager) does not become effective.
3. The Trust, on behalf of the Fund, agrees to carry forward for a period
not to exceed three (3) years from the date such expense is paid, waived or
absorbed by the Manager, and to reimburse the Manager out of assets belonging to
the Fund for, any Operating Expenses of the Fund in excess of the Expense
Limitation that are paid or assumed by the Manager pursuant to this Agreement.
Such reimbursement will be made as promptly as possible, and to the maximum
extent permissible, without causing the Operating Expenses of the Fund for any
year to exceed the Expense Limitation. This Agreement of the Trust to reimburse
the Manager for excess expenses of the Fund paid, waived or absorbed by the
Manager shall terminate in the event the Manager or any affiliate of the Manager
terminates any agreement now in effect between the Trust on behalf of the Fund
and the Manager (or any affiliate of the Manager) without the consent of the
Trust (other than a termination resulting from an assignment).
4. This Agreement shall be construed in accordance with the laws of the
state of Illinois and the applicable provisions of the 1940 Act. To the extent
the applicable law of the
State of Illinois, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
5. The Declaration of Trust states and notice is hereby given that this
Agreement is not executed on behalf of the Trustees of the Trust as individuals,
and the obligations of the Trust under this Agreement are not binding upon any
of the Trustees, officers or shareholders of the Trust individually, but are
binding only upon the assets and property of the Fund.
6. This Agreement constitutes the entire agreement between the parties
hereto with respect to the matters described herein.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written.
XXXXXX SERIES TRUST
Attest: By: /s/ Xxxxx X. Xxxxxx
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Date: August 23, 2000
/s/ Xxxxx Xxxx XXXXXX ASSOCIATES, LLC
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Attest: By: /s/ C. Xxxxxxxx Xxxxxxxx, III
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Date: August 23, 2000
/s/ Xxxxx Xxxx
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