Second Amendment
To
Expense Limitation Agreement
THIS SECOND AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT ("Amendment") for
THE PIEDMONT SELECT VALUE FUND ("Fund") is made and entered into this 9th day of
May 2006, by and between SHEETS, ▇▇▇▇▇ & ASSOCIATES, INC. (the "Advisor") and
THE PIEDMONT INVESTMENT TRUST (the "Trust") on behalf of the Fund.
WITNESSETH:
WHEREAS, the Fund entered into that certain Expense Limitation Agreement
("Agreement") dated April 19, 2005, as amended April 11, 2006, between the Fund
and ▇▇▇▇▇ Capital Management, LLC ("▇▇▇▇▇");
WHEREAS, ▇▇▇▇▇ assigned to the Advisor, and the Advisor assumed, as of a
certain date, all of ▇▇▇▇▇'▇ obligations pursuant to the Agreement under that
certain Assignment and Assumption Agreement ("Assignment") dated May __, 2006
between ▇▇▇▇▇ and the Advisor;
WHEREAS, the Assignment constitutes an assignment for purposes of Section
15(a)(4) of the Investment Company Act of 1940, as amended;
WHEREAS, the Board of Trustees of the Trust has approved an Interim
Investment Advisory Agreement with the Advisor and has authorized a shareholder
meeting by proxy to approve a new investment advisory agreement with the
Advisor; and
WHEREAS, the Trust and Advisor now wish to amend the Agreement to reflect
the assignment to and assumption by the Advisor of the obligations under the
Agreement.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree to amend and modify the Agreement effective as of the
date hereof as follows:
1. All references made to ▇▇▇▇▇ in the Agreement shall now be replaced in
their entirety by reference to the Advisor.
2. This Amendment may be executed in one or more counterparts (including
facsimile counterparts), each of which when so executed will be deemed
to be an original, but all of which, when taken together, shall
constitute one and the same original instrument.
3. Except as expressly modified or amended by this Second Amendment, all
other terms and provisions of the Agreement shall remain in full force
and effect.
4. The Advisor hereby accepts and unconditionally assumes the obligation
to perform and to comply with, and to be bound by, all of the
covenants, liabilities, representations, warranties and contractual
obligations of ▇▇▇▇▇ under the Agreement on and after the date of the
Assignment, in the same manner and with the same force and effect as
if the Advisor had signed and executed the original version of the
Agreement as the investment advisor to the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers effective as of the date indicated
above.
THE PIEDMONT INVESTMENT TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇.
Chairman
SHEETS, ▇▇▇▇▇ & ASSOCIATES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
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