THE CLEARWATER INVESTMENT FUND
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
This AGREEMENT made this ___ day of _________, 2003, between THE
CLEARWATER INVESTMENT FUND, a Delaware statutory trust (referred to
herein as the "Trust") and Clearwater Asset Management, L.L.C,
("CAM") a Delaware limited liability company, (referred to herein as
"Investment Adviser."), to provide certain relief as to waive all or
part of its management fee or to reimburse the fund for other
expenses (other than extraordinary expenses) to the extent the
expenses of the fund's Class A shares exceed 1.50% of average daily
net assets. In consideration of the mutual covenants contained herein,
the parties agree as follows:
The Trust is registered as an open-end investment company registered
under the Investment Company Act of 1940 ("1940 Act"), and consists
of more than one series of shares, including the Funds. In managing
the Funds, as well as in the conduct of certain of its affairs, the
Trust wishes to have the benefit of the investment advisory services
of Clearwater Asset Management, LLC, and its assistance in
performing certain management, administrative and promotional
functions. Accordingly, the parties have agreed as follows:
1. EXPENSE LIMIT
Investment Adviser ("CAM") has agreed to waive all or part of
its management fee or to reimburse the fund for other expenses
(other than extraordinary expenses) to the extent the expenses of
the fund's Class A shares exceed 1.50% of average daily net assets.
The portion of fund expenses attributable to Class I shares will be
reduced only to the extent such expenses were reduced for the fund's
Class A shares. If CAM waives any fee or reimburses any expenses,
and the expenses of the fund's Class A shares are subsequently less
than 1.50% of average daily net assets, the fund will reimburse CAM
for such waived fees or reimbursed expenses provided that such
reimbursement does not cause the fund's Class A expenses to exceed
1.50% of average daily net assets. In addition, the fund will not
reimburse CAM for such waived fees or reimbursed expenses more than
three years after such fees were waived or such expenses were
incurred. Each class will reimburse CAM no more than the amount by
which that class' expenses were reduced. Any differences in the fee
waiver and expense limitation among classes result from rounding in
the daily calculation of a class' net assets and expense limit,
which may exceed 0.01% annually. CAM expects to continue its
limitation of expenses and subsequent reimbursement from the fund
unless the expense limit and reimbursement agreement with the fund
is terminated pursuant to the terms of the expense limit and
reimbursement agreement.
2. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective, with respect to each Fund,
on the later of (i) its execution or (ii) the date of the meeting of
the Board of Trustees of the Trust, at which meeting this Agreement is
approved as described below. The Agreement will continue in effect for
a period one year from the date of its execution only so long as such
continuance is specifically approved at least annually either by the
Trustees of the Trust or by the advisor, provided that in either event
such continuance shall also be approved by the vote of a majority of
the Trustees of the Trust who are not interested persons (as defined in
the Investment Company Act) of any party to this Agreement cast in
person at a meeting called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment
of any penalty, by the Trustees of the Trust, by the vote of a majority
of the outstanding voting securities of the Trust, or with respect to
any Fund by the vote of a majority of the outstanding voting securities
of such Fund, on sixty days' written notice to the Investment Adviser,
or by the Investment Adviser on sixty days' written notice to the
Trust. This Agreement will automatically terminate, without the
payment of any penalty, in the event of its assignment (as defined in
the Investment Company Act).
3. NOTICES.
Any notice shall be sufficiently given in person, facsimile, or
by registered mail or a private mail or delivery service providing the
sender with notice of receipt to the parties at the address below:
If to Trust:
THE CLEARWATER INVESTMENT FUND
00000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxx Xxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to the Investment Adviser:
Clearwater Asset Management, LLC
00000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxx Xxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
4. AMENDMENTS TO THE AGREEMENT
This Agreement may be amended by the parties only if such
amendment is specifically approved by the vote of a majority of the
Trustees of the Trust and by the vote of a majority of the Trustees of
the Trust who are not interested persons of any party to this Agreement
cast in person at a meeting called for the purpose of voting on such
approval. Any required shareholder approval shall be effective with
respect to any Fund if a majority of the outstanding voting securities
of that Fund vote to approve the amendment, notwithstanding that the
amendment may not have been approved by a majority of the outstanding
voting securities of (a) any other Fund affected by the amendment or
(b) all the Funds of the Trust.
5. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of
the parties.
6. HEADINGS
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
7. SEVERABILITY
Should any portion of this Agreement for any reason be held to be
void in law or in equity, the Agreement shall be construed, insofar as
is possible, as if such portion had never been contained herein.
8. GOVERNING LAW
The provisions of this Agreement shall be construed and in-
terpreted in accordance with the laws of the State of Florida, or any
of the applicable provisions of the Investment Company Act. To the
extent that the laws of the State of Florida, or any of the provisions
in this Agreement, conflict with applicable provisions of the
Investment Company Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed under seal by their duly authorized officers as of the
date first mentioned above.
ATTEST: THE CLEARWATER INVESTMENT FUND
By: By:
Name: Name:
Title: Title: Trustee
ATTEST CLEARWATER ASSET MANAGEMENT, LLC.
By
Name: Rosylee Xxx Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Corporate Secretary Title: President & CEO
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