FEE WAIVER AND EXPENSE CAP AGREEMENT
Xxxx Xxxxx Light Street Trust, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Xxxx Xxxxx Classic Valuation Fund - Fee Waiver and Expense Cap Agreement
Ladies and Gentlemen:
Xxxx Xxxxx Fund Adviser, Inc. ("LMFA") hereby agrees that it or an
affiliate will waive its compensation (and, to the extent necessary, bear other
expenses) through February 29, 2008, to the extent that expenses of the Xxxx
Xxxxx Classic Valuation Fund ("Fund") (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses) would exceed an annual rate of 1.95%
for Primary Class and 0.95% for Institutional Class.
For purposes of determining any such waiver or expense reimbursement,
expenses of a class of the Fund shall not reflect the application of any
custodial, transfer agency or other credits or expense offset arrangements that
may reduce the Fund's expenses or arrangements with any broker-dealer to apply a
portion of the commission or xxxx-up on any portfolio trade to the payment of
any of the Fund's other expenses.
If on any day during which LMFA is the investment manager, the
estimated annualized operating expenses of the Fund for that day are less than
the operating expense limit described above, LMFA shall be entitled to
reimbursement by the Fund of the investment management fees waived and other
payments remitted by LMFA on behalf of the Fund pursuant to this expense
limitation (the "Reimbursement Amount") during any of the previous thirty-six
(36) months, to the extent that the Fund's annualized operating expenses plus
the amount so reimbursed is less than or equals, for such day, the operating
expense limit provided for above, provided further that such amount paid to LMFA
will in no event exceed the total Reimbursement Amount and will not include any
amounts previously reimbursed.
In the event the Fund is reorganized, merged or combined with another
fund, the parties will consider the impact that such transaction will have on
their respective obligations hereunder, including without limitation LMFA's
obligation to waive its compensation and any potential obligation the Fund may
have to reimburse LMFA for any Reimbursement Amounts.
We understand that you will rely on this agreement in accruing the
Fund's expenses for purposes of calculating its net asset value per share, and
for other purposes, including the preparation and filing of the Securities and
Exchange Commission Form N-1A Registration Statement for the Fund, and we
expressly permit you to do so.
Agreed and Accepted:
Xxxx Xxxxx Fund Adviser, Inc. Xxxx Xxxxx Light Street Trust, Inc.
By:/s/ Xxxx X. Xxxxxxx By:/s/ Xxxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxx Xxxxx X. Xxxxxxxxx
President Vice President and
Chief Financial Officer
