EXHIBIT (h)(11)
EXPENSE LIMITATION AGREEMENT
XXXXXX INVESTMENT TRUST
EXPENSE LIMITATION AGREEMENT, dated as of June 24, 1999, amended as of
April 14, 2000, by and between the Xxxxxx Investment Trust (the "Trust"), and
Xxxxxx Capital Management, LLC (the "Investment Manager"), on behalf of the
existing shares of the Xxxxxx Pride Value Fund (the "Fund"), designated as Class
A Shares for purposes of this Agreement.
WHEREAS, the Trust is a business trust organized under the laws of the
State of Delaware and is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management company of the series type,
and the Fund is a series of the Trust; and
WHEREAS, the Trust and the Investment Manager have entered into an
Investment Management Agreement ("Investment Management Agreement"), dated May
9, 1996, as amended April 30, 1999, pursuant to which the Investment Manager
provides investment management and advisory services to the Fund for
compensation based on the value of the average daily net assets of the Class A
Shares of such Fund; and
WHEREAS, the Trust and the Investment Manager have determined that it is
appropriate and in the best interests of the Fund and its shareholders to
maintain the expenses of the Fund, and, therefore, have entered into this
Expense Limitation Agreement (the "Agreement") in order to maintain the expense
ratio for Class A Shares of the Fund at the level specified in Section 1.2
below; and
NOW, THEREFORE, the parties agree that the Agreement provides as follows:
1. Expense Limitation.
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1.1 Applicable Expense Limit. To the extent that the aggregate expenses
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incurred by the Fund during its fiscal year, including but not limited to
investment management fee of the Investment Manager (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 such Fund's business, and
amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-
1 under the 1940 Act), exceed the Operating Expense Limit, as defined in Section
1.2 below, such excess amount shall be reimbursed to the Fund by the Investment
Manager.
1.2 Operating Expense Limit. The Investment Manager agrees to waive the
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1.00% investment management fee and to reimburse the Fund for all expenses in
excess of 1.95% of the
average daily net assets of Class A Shares. Therefore, the maximum Operating
Expense Limit in any year with respect to the Class A Shares of the Fund shall
be 1.95% of the average daily net assets of the Class A Shares of the Fund.
2. Term and Termination of Agreement.
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2.1 This Agreement with respect to the Class A Shares of the Fund shall
continue in effect until October 2, 2001.
3. Miscellaneous.
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3.1 Captions. The captions in this Agreement are included for convenience
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of reference only and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
3.2 Interpretation. Nothing herein contained shall be deemed to require
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the Trust or the Fund to take any action contrary to the Trust's Trust
Instrument 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 Fund.
3.3 Definitions. Any question of interpretation of any term or provision
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of this Agreement, including but not limited to the investment management 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
Investment Management Agreement or the 1940 Act, shall have the same meaning as
and be resolved by reference to such Investment Management Agreement or the 1940
Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
XXXXXX INVESTMENT TRUST XXXXXX CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
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Title: Chairman Title: President
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