AMENDED AND RESTATED EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
AMENDED
AND RESTATED EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
This
AMENDED AND RESTATED EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT is made as
of this 1st day of
October 2008, between Xxxxxxx Investment Trust, a Delaware statutory trust (the
“Trust”) and Xxxxxxx Investment Partners, L.P., a California limited partnership
(hereinafter called the “Adviser”).
WHEREAS,
the parties hereto have entered into an Investment Advisory Agreement dated
December 16, 1996, as amended (the “Investment Advisory Agreement”), pursuant to
which the Adviser agrees to provide, or arrange for the provision of, investment
advisory and management services to the Trust; and
WHEREAS,
the Trust and the Adviser have previously entered into various agreements to cap
the total expenses of each series of the Trust (each a “Fund”) and now wish to
revise such agreements in certain respect and consolidate such agreements in a
single document;
NOW,
THEREFORE, the parties hereto agree that such previous expense limitation and
reimbursement agreements are revised and restated as follows:
1. Limit on Operating
Expenses. The Adviser agrees to limit the Operating Expenses
of each class of each Fund to the respective annual rate of total Operating
Expenses specified for that class in Appendix A of this Agreement (each an
“Expense Cap”) by waiving all or a portion of its management fee and, if
necessary, bearing other Operating Expenses, with respect to such
class.
2. Definition. For
purposes of this Agreement, the term “Operating Expenses” with respect to a
class of a Fund is defined to include all expenses payable by the Fund necessary
or appropriate for the operation of such class, including the Adviser’s
investment advisory fee as described in the Investment Advisory Agreement, but
does not include taxes, interest, brokerage commissions, expenses incurred in
connection with any merger or reorganization or extraordinary expenses such as
litigation.
3. Reimbursement of Fees and
Expenses. The Adviser retains its right to receive
reimbursement of reductions of its investment advisory fee and Operating
Expenses paid by it that are not its responsibility as described in the
Investment Advisory Agreement.
4. Recoupment
Balance. Any fee reduced by the Adviser or Operating Expenses
paid by it with respect to a class of a Fund (collectively, “subsidies”)
pursuant to this Agreement may be reimbursed by the Fund to the Adviser no later
than the end of the third full fiscal year following the year to which the
subsidy relates if the aggregate Operating Expenses of that class for that
period do not exceed the relevant Expense Cap in effect at the time the
subsidies were incurred or any more restrictive limitation to which the Adviser
has agreed (subsidies available for reimbursement to the Adviser under this
paragraph with respect to a Fund are collectively referred to as the “Recoupment
Balance”) and the Board of Trustees of the Trust approves the
reimbursement. The Adviser generally shall seek reimbursement with
respect to each Fund on a rolling three-year basis whereby the oldest subsidies
are recouped first. The Adviser shall not request or receive
reimbursement of the Recoupment Balance with respect to a Fund before payment of
the Operating Expenses of the relevant class of the Fund for the current year
and shall not cause the Operating Expenses of such class of the Fund to exceed
the Expense Cap or any other more restrictive expense limitation agreed upon for
that year in making such reimbursement. The Adviser agrees not to
request or seek reimbursement of subsidized Operating Expenses that are no
longer eligible for reimbursement.
5. Term. This
Agreement shall become effective on the date specified herein and shall remain
in effect until September 30, 2009 and shall continue in effect thereafter for
additional periods not exceeding one (1) year so long as such continuation is
approved at least annually by the Adviser and the Board of Trustees of the
Trust.
6. Termination. This
Agreement may be terminated at any time with respect to any Fund by the Board of
Trustees of the Trust upon sixty (60) days’ written notice to the Adviser
without payment of any penalty and shall automatically terminate upon the
termination of the Investment Advisory Agreement with respect to the
Fund.
7. Assignment. This
Agreement and all rights and obligations hereunder may not be assigned without
the written consent of the other party.
8. Severability. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute or rule, or shall be otherwise rendered invalid, the remainder
of this Agreement shall not be affected thereby.
9. Captions. The
captions in this Agreement are included for convenience of reference only and in
no way define or limit any of the provisions hereof or otherwise affect their
construction of effect.
10. Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware without giving effect to the conflict of laws principles
thereof; provided that nothing herein shall be construed to preempt, or to be
inconsistent with, any federal law, regulation or rule, including the Investment
Company Act of 1940, as amended, and the Investment Advisers Act of 1940, as
amended, and any rules and regulations promulgated thereunder.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
|
XXXXXXX
INVESTMENT TRUST
By________________________________
Name:
Title:
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XXXXXXX
INVESTMENT PARTNERS, L.P.
By_________________________________
Name:
Title:
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SCHEDULE
A
Xxxxxxx
Investment Trust
Amended
and Restated Expense Limitation and Reimbursement Agreement
The
annualized Operating Expenses of each class of each series of Xxxxxxx Investment
Trust will be limited to the annual rate of average daily net assets shown
below:
Xxxxxxx
Institutional International Equity Fund – Class I1.20 %
Xxxxxxx
Institutional International Equity Fund – Class E1.40 %
Xxxxxxx
Institutional Global Equity Fund – Class I1.00 %
Xxxxxxx
Institutional Global Equity Fund – Class E1.20 %
Xxxxxxx
Institutional Core Plus Fixed Income Fund – Class I0.50 %
Xxxxxxx
Institutional Core Plus Fixed Income Fund – Class E0.70 %
Xxxxxxx
Institutional Core Plus Fixed Income Fund – Class S0.70 %
Xxxxxxx
Institutional Enhanced Income Fund – Class I0.55 %
Xxxxxxx
Institutional Enhanced Income Fund – Class E0.75 %
Xxxxxxx
Institutional Enhanced Income Fund – Class S0.75 %
