EXPENSE LIMITATION AGREEMENT
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HUSSMAN ECONOMETRICS ADVISORS, INC.
0000 Xxxxxx Xxxx Xxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
___________, 2009
HUSSMAN INVESTMENT TRUST
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Dear Sirs:
Hussman Econometrics Advisors, Inc. confirms our agreement with you as
follows:
1. You are an open-end, diversified management investment company
registered under the Investment Company Act of 1940 (the "Act") and are
authorized to issue shares of separate series (funds), with each fund having its
own investment objective, policies and restrictions. You propose to engage in
the business of investing and reinvesting the assets of Hussman Strategic
International Equity Fund (the "Fund") in accordance with applicable
limitations. Pursuant to an Investment Advisory Agreement dated as of ________,
2009 (the "Advisory Agreement"), you have employed us to manage the investment
and reinvestment of such assets.
2. We hereby agree that, notwithstanding any provision to the contrary
contained in the Advisory Agreement, we shall limit as provided herein the
aggregate ordinary operating expenses incurred by the Fund, including but not
limited to the fees ("Advisory Fees") payable to us under the Advisory Agreement
(the "Limitation"). Under the Limitation, we agree that, through December 31,
2012, such expenses shall not exceed a percentage (the "Percentage Expense
Limitation") of the average daily net assets of the Fund equal to 2.00% on an
annualized basis. To determine our liability for the Fund's expenses in excess
of the Percentage Expense Limitation, the amount of
allowable fiscal-year-to-date expenses shall be computed daily by prorating the
Percentage Expense Limitation based on the number of days elapsed within the
fiscal year of the Fund, or limitation period, if shorter the ("Prorated
Limitation"). The Prorated Limitation shall be compared to the expenses of the
Fund recorded through the current day in order to produce the allowable expenses
to be recorded for the current day (the "Allowable Expenses"). If Advisory Fees
and other expenses of the Fund for the current day exceed the Allowable
Expenses, Advisory Fees for the current day shall be reduced by such excess
("Unaccrued Fees"). In the event such excess exceeds the amount due as Advisory
Fees, we shall be responsible to the Fund to pay or absorb the additional excess
("Other Expenses Exceeding Limit"). If there are cumulative Unaccrued Fees or
cumulative Other Expenses Exceeding Limit, these amounts shall be paid to us by
you subject to the following conditions: (1) no such payment shall be made to us
with respect to Unaccrued Fees or Other Expenses Exceeding Limit that arose more
than three years prior to the proposed date of payment, and (2) such payment
shall be made only to the extent that it does not cause the Fund's aggregate
expenses, on an annualized basis, to exceed the Percentage Expense Limitation.
3. Nothing in this Agreement shall be construed as preventing us from
voluntarily limiting, waiving or reimbursing your expenses outside the contours
of this Agreement during any time period before or after December 31, 2012, nor
shall anything herein be construed as requiring that we limit, waive or
reimburse any of your expenses incurred after December 31, 2012, or, except as
expressly set forth herein, prior to such date.
4. This Agreement shall become effective on the date hereof and
supercedes any expense limitation agreement previously entered into with respect
to the Fund. This Agreement may be terminated by either party hereto upon not
less than 60 days' prior written notice to the other party, provided, however,
that (1) we may not terminate this Agreement without the approval of your Board
of Trustees, and (2) this Agreement will terminate automatically if, as and when
we cease to serve as investment adviser of the Fund. Upon the termination or
expiration hereof, we shall have no claim against you for any amounts not
previously reimbursed to us pursuant to the provisions of paragraph 2.
5. This Agreement shall be construed in accordance with the laws of the
State of Maryland, provided, however, that nothing herein shall be construed as
being inconsistent with the Act.
If the foregoing is in accordance with your understanding, will you kindly
so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
HUSSMAN ECONOMETRICS ADVISORS, INC.
By:
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Agreed to and accepted as of the date first set forth above.
HUSSMAN INVESTMENT TRUST
By:
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