EXPENSE LIMITATION AGREEMENT POPE FAMILY OF FUNDS
XXXX
FAMILY OF FUNDS
This
Agreement is made and entered into effective as of August 1, 2007, by and
between the Halter Xxxx USX China Fund (the “Fund”), a series of shares of the
Xxxx Family of Funds, a Delaware statutory trust (the “Trust”) and Xxxx
Financial Group, LLC, a Tennessee limited liability company (the
“Advisor”).
WHEREAS,
the Trust is a Delaware statutory trust organized under the Certificate of
Trust
(“Trust Instrument”), dated February 4, 2005, as amended, and is registered
under the Investment Company Act of 1940, as amended (the “1940 Act”), as an
open-end management company of the series type; and
WHEREAS,
the Fund is a series of the Trust; and
WHEREAS,
the Fund and the Advisor have entered into an Investment Advisory Agreement
dated August 1, 2007, (“Advisory Agreement”), pursuant to which the Advisor
provides investment advisory services to the Fund; and
WHEREAS,
the Fund and the Advisor have determined that it is appropriate and in the
best
interests of the Fund and its shareholders to limit the expenses of the Fund,
and, therefore, have entered into this Agreement, in order to maintain the
Fund’s expense ratios within the Operating Expense Limit, as defined
below.
NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Expense
Limitation.
(a) Applicable
Expense Limit.
To the
extent that the aggregate expenses of every character, including but not limited
to investment advisory fees of the Advisor (but excluding interest, taxes,
brokerage commissions, other expenditures which are capitalized in accordance
with generally accepted accounting principles, other extraordinary expenses
not
incurred in the ordinary course of such Fund’s business, and amounts, if any,
payable pursuant to a plan adopted in accordance with Rule 12b-1 under the
0000
Xxx) incurred by the Fund in any fiscal year (“Fund Operating Expenses”), exceed
the Operating Expense Limit, as defined in Section 1(b) below, such excess
amount (the “Excess Amount”) shall be the liability of the Advisor.
(b) Operating
Expense Limit.
The
Fund’s maximum Operating Expense Limit in any year shall be 2.25% of the average
daily net assets of the Fund.
(c) Method
of Computation.
To
determine the Advisor’s liability with respect to the Excess Amount, each month
the Fund Operating Expenses for the Fund shall be annualized as of the last
day
of the month. If the annualized Fund Operating Expenses for any month exceeds
the Operating Expense Limit of the Fund, the Advisor shall first waive or reduce
its investment advisory fee for such month by an amount sufficient to reduce
the
annualized Fund Operating Expenses to an amount no higher than the Operating
Expense Limit. If the amount of the waived or reduced investment advisory fee
for any such month is insufficient to pay the Excess Amount, the Advisor may
also remit to the Fund an amount that, together with the waived or reduced
investment advisory fee, is sufficient to pay such Excess Amount.
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(d) Year-End
Adjustment.
If
necessary, on or before the last day of the first month of each fiscal year,
an
adjustment payment shall be made by the appropriate party in order that the
amount of the investment advisory fees waived or reduced and other payments
remitted by the Advisor to the Fund with respect to the previous fiscal year
shall equal the Excess Amount.
2. Term
and Termination of Agreement.
This
Agreement with respect to the Fund shall continue in effect until the last
day
of ____, 200__, and from year to year thereafter provided each such continuance
is specifically approved by a majority of the Trustees of the Trust who (i)
are
not “interested persons” of the Trust or any other party to this Agreement, as
defined in the 1940 Act, and (ii) have no direct or indirect financial interest
in the operation of this Agreement (“Non-Interested Trustees”). Nevertheless,
this Agreement may be terminated by either party hereto, without payment of
any
penalty, upon written notice ninety (90) days prior to the end of the
then-current term of the Agreement to the other party at its principal place
of
business; provided that, in the case of termination by the Trust, such action
shall be authorized by resolution of a majority of the Non-Interested Trustees
of the Trust or by a vote of a majority of the outstanding voting securities
of
the Trust. Any termination pursuant to this paragraph 2 shall become effective,
unless otherwise specifically agreed upon, on the last day of the then-current
term of the Agreement.
3. Miscellaneous.
(a) Captions.
The
captions in this Agreement are included for convenience of reference only and
in
no other way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
(b) Interpretation.
Nothing
herein contained shall be deemed to require the Trust or the Fund to take any
action contrary to the Trust’s Declaration of Trust or By-Laws, or any
applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Trust’s Board of Trustees of its
responsibility for and control of the conduct of the affairs of the Trust or
the
Funds.
(c) Definitions.
Any
question of interpretation of any term or provision of this Agreement, including
but not limited to the investment advisory fee, the computations of net asset
values, and the allocation of expenses, having a counterpart in or otherwise
derived from the terms and provisions of the Advisory Agreement or the 1940
Act,
shall have the same meaning as and be resolved by reference to such Advisory
Agreement or the 1940 Act.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers thereunto duly authorized and their respective corporate
seals to be hereunto affixed, as of the day and year first above
written.
| HALTER XXXX USX CHINA FUND, A SERIES OF THE XXXX FAMILY OF FUNDS | ||
| By: | ||
| Title: | ||
| XXXX FINANCIAL GROUP, LLC | ||
| By: | ||
| Title: | ||
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