AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
STADION INVESTMENT TRUST
This Agreement is made and entered into effective as of June 5, 2009 by
and between the Stadion Core Advantage Portfolio (the "Fund"), a series of
shares of the Stadion Investment Trust, a Delaware statutory trust (the "Trust")
and Stadion Money Management, Inc., a Georgia corporation (the "Advisor").
WHEREAS, the Trust is a Delaware statutory trust organized under the
Certificate of Trust ("Trust Instrument"), dated February 28, 2003 and is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end management investment company of the series type; and
WHEREAS, the Fund is a series of the Trust; and
WHEREAS, the Trust and the Advisor have entered into an Investment
Advisory Agreement dated November 30, 2004 ("Advisory Agreement"), pursuant to
which the Advisor provides investment advisory services to the Fund; and
WHEREAS, the Fund and Advisor entered into that certain Expense Limitation
Agreement, dated November 30, 2004 (the "Original Expense Limitation
Agreement"), under which the Advisor agreed to limit the expenses of the Fund in
order to maintain the Fund's expense ratio within a certain operating expense
limit as set forth in the Original Expense Limitation Agreement; and
WHEREAS, the Trust and Advisor wish to amend and restate the Original
Expense Limitation Agreement to reflect the new name of the Advisor, the Trust
and the Fund and to revise the applicable expense limit; 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 the Fund's business, dividend expense on securities sold short,
"acquired fund fees and expenses" as that term is described in the Fund's
prospectus, 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 1.70% 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.
(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 May, 2010 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.
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(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, as of the day and year
first above written.
STADION CORE ADVANTAGE PORTFOLIO, A
SERIES OF THE STADION INVESTMENT TRUST
/s/ Xxxxxx X. Xxxxxxx
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By: Xxxxxx X. Xxxxxxx
Title: President
STADION MONEY MANAGEMENT, INC.
/s/ Xxxxxx X. Xxxxxxx
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By: Xxxxxx X. Xxxxxxx
Title: President
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