EXPENSE LIMITATION AGREEMENT
This agreement ("Agreement") is entered into as of November 1, 2006 by
and between BHR Fund Advisors, L.P. ("BHR") and the BHR Institutional Funds (the
"Trust"), on behalf of the portfolios listed on Exhibit A attached hereto (the
"Portfolios").
WHEREAS, BHR serves as the investment adviser to the Portfolios; and
WHEREAS, BHR and the Trust desire to enter into this Expense Limitation
Agreement;
NOW, THEREFORE, in consideration of the mutual terms and agreements set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
Section 1. FEE WAIVER AND REIMBURSEMENT OF EXPENSES. Until the dates
set forth on Exhibit A, BHR will waive its advisory fees with respect to the
Portfolios and/or reimburse or assume expenses of the Portfolios, as the case
may be, to the extent that the expenses (excluding taxes, extraordinary
expenses, reorganization expenses, brokerage commissions and interest) of a
class of a Portfolio, expressed as a percentage of average daily net assets,
exceed the expense caps set forth on Exhibit A. BHR shall have discretion
regarding whether expenses will be reimbursed or assumed, on the one hand, or
fees will be waived, on the other hand, to meet the expense caps set forth on
Exhibit A.
The Trust agrees to carry forward, for a period not to exceed three (3)
years from the date on which a waiver or reimbursement is made by BHR, any fees
expenses in excess of the applicable expense limitation that are waived,
reimbursed or assumed by BHR under this Agreement ("Excess Fees and Expenses")
and to repay BHR in the amount of such Excess Fees and Expenses as set out in
this Agreement. Such repayment will be made as promptly as possible, but only to
the extent it does not cause the fees and expenses for any year to exceed the
applicable expense limitation. If this Agreement is terminated by the Trust, the
Trust agrees to repay to BHR in accordance with this Agreement any Excess Fees
and Expenses not previously repaid and, subject to the Investment Company Act of
1940, such repayment will be made to BHR not later than thirty (30) days after
the termination of this Agreement and without regard to any expense limitation.
Section 2. AMENDMENTS TO AND TERM OF AGREEMENT. The parties hereto
agree to review the then current expense limitations for each class of each
Portfolio on a date prior to the termination date listed on Exhibit A to
determine whether such limitations should be amended, continued or terminated.
Exhibit A may be amended, from time to time, to reflect a new rate or new date
which the parties hereto agree in writing to be bound.
Section 3. NOTICE. Any notice under this Agreement shall be given in
writing addressed and delivered or mailed postage prepaid to the other party to
this Agreement at its principal place of business.
Section 4. GOVERNING LAW. To the extent that state law has not been
preempted by the provisions of any law of the United States heretofore or
hereafter enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of the state
of Delaware.
Section 5. MISCELLANEOUS. The Trust is a statutory trust organized
under the laws of Delaware and under an Agreement and Declaration of Trust,
including any and all amendments thereto. The obligations of the Trust entered
into in the name or on behalf thereof by any of the Trustees, officers,
employees or agents are made not individually, but in such capacities, and are
not binding upon any of the Trustees, officers, employees, agents or
shareholders of the Trust personally but bind only the assets of the Trust, and
all persons dealing with any of the Funds of the Trust must look solely to the
assets of the Trust belonging to such Fund for the enforcement of any claims
against the Trust.
IN WITNESS WHEREOF, the parties hereto have entered into this Expense
Limitation Agreement as of the date first above written.
BHR INSTITUTIONAL FUNDS, on behalf of each
Portfolio listed on Exhibit A attached hereto
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By:
Title:
BHR FUND ADVISORS, L.P.
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By:
Title:
-2-
EXHIBIT A
TO
EXPENSE LIMITATION AGREEMENT
FUND CLASS EXPENSE CAP TERMINATION DATE
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Ark Midcap Value Fund Institutional 0.99% 10/31/09
Ark Concentrated Growth Fund Institutional 0.85% 10/31/09
Ark Large Cap Growth Fund Institutional 0.79% 10/31/09
