EX-99.23(d)(2)
EXPENSE LIMITATION AGREEMENT
This agreement ("Agreement") is entered into as of February 2, 2007 by and
between Roxbury Capital Management, LLC ("Roxbury") and The Roxbury Funds (the
"Fund"), on behalf of the portfolios listed on Exhibit A attached hereto (the
"Portfolios").
WHEREAS, Roxbury serves as the investment adviser to the Portfolios; and
WHEREAS, Roxbury and the Fund 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, Roxbury 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, 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. Roxbury will not have any right to recover from the
Portfolios any amount so waived, reimbursed or assumed. Roxbury 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.
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.
IN WITNESS WHEREOF, the parties hereto have entered into this Expense
Limitation Agreement as of the date first above written.
THE ROXBURY FUNDS, on behalf of each
Portfolio listed on Exhibit A attached
hereto
/s/ ▇▇▇▇▇ ▇. ▇▇▇
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By: ▇▇▇▇▇ ▇. ▇▇▇
Title: President
ROXBURY CAPITAL MANAGEMENT, LLC
/s/ ▇▇▇▇▇ ▇. ▇▇▇
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By: ▇▇▇▇▇ ▇. ▇▇▇
Title: President
EXHIBIT A
TO
EXPENSE LIMITATION AGREEMENT
Fund Class Expense Cap Termination Date
---- ----- ----------- ----------------
Roxbury Mid-Cap Fund Institutional 1.30% December 31, 2020
Investor 1.55% December 31, 2020
Roxbury Small-Cap Growth Fund Institutional 1.25% December 31, 2020
Investor 1.50% December 31, 2020
