FORM OF EXPENSE LIMITATION AGREEMENT
XXXXXX XXXXX INTERNATIONAL, LTD.
Xxxxxx Xxxxx Funds Family
One Financial Place
000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Tel: (000) 000-0000
Tel: (000) 000-0000
Xxxxx 0, 0000
Xxxx Xxxxx Management Trust
000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Re: Xxxxxx Xxxxx American Opportunities Fund
Dear Sirs and Madam:
This will confirm the expense limitation agreement between Lord Asset
Management Trust (the "Trust") and Xxxxxx Xxxxx International, Ltd. ("TWI") with
respect to the Xxxxxx Xxxxx American Opportunities Fund (the "Fund"), a series
of the Trust.
1. Expense Limitation. If in any fiscal year the Fund's operating
expenses exceed 0.35% of the Fund's average daily net assets, the investment
advisory fee payable to TWI under the Investment Advisory Agreement dated the
date hereof between TWI and the Trust on behalf of the Fund shall be reduced by
the amount of such excess. For purposes of this agreement, the Fund's "operating
expenses" shall include, without limitation, any fees or expenses incurred
during the course of the ordinary operations of the Trust, with respect to the
Fund (other than the investment advisory agreement), but shall exclude interest,
taxes, brokerage commissions, litigation, indemnification or any extraordinary
expenses (as determined under generally accepted accounting principles) not
incurred in the ordinary course of the Fund's business. Any reduction in the
investment advisory fee shall be made monthly by annualizing the Fund's
operating expenses for each month as of the last day of such month. An
adjustment shall be made at or before the last day of the fiscal year if the
Fund's operating expenses for such fiscal year do not exceed 0.35%.
2. Term and Termination. This agreement shall become effective on the
date above written and shall have an initial term of one year. Thereafter, this
agreement shall automatically renew for one-year terms unless TWI provides
written notice to the Trust at the above address of the termination of this
agreement, which notice shall be received by the Trust at least 30 days prior to
the end of the then-current term. In addition, this agreement will terminate
automatically in the event of the termination of the Investment Advisory
Agreement between TWI and the Trust on behalf of the Fund.
3. Governing Law. This agreement shall be governed by, and construed in
accordance with, the laws of the State of Illinois, provided that nothing herein
shall be construed in a manner inconsistent with the Investment Company Act of
1940, the Investment Advisers Act of 1940, or rules, orders or interpretations
of the Securities and Exchange Commission or its staff thereunder.
4. Severability. If any one or more of the provisions of this agreement
shall be held to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions shall not be affected thereby.
5. Limitation of Liability. It is expressly agreed that the obligations
of the Trust hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the Trust personally,
but shall bind only the trust property of the Trust relating to the Fund. This
agreement has been signed and delivered by an officer of the Trust, acting as
such, and such execution and delivery by such officer shall not be deemed to
have been made by any Trustee or officer individually or to impose any liability
on any of them personally, but shall bind only the trust property of the Trust
relating to the Fund, as provided in the Trust's Trust Instrument dated February
9, 1994, as amended from time to time.
If the foregoing is in accordance with your understanding of the
agreement between us, please indicate your approval by signing and returning a
copy of this letter to TWI at the address above.
Very truly yours,
XXXXXX XXXXX INTERNATIONAL, LTD.
By: ________________________________
Xxxxxx X. Xxxxx, Xx.
President
Agreed to:
LORD ASSET MANAGEMENT TRUST
By: ____________________________
Xxxxxxx X. Xxxxxxx
Vice President and Secretary
