ELESSAR INVESTMENT TRUST OPERATING EXPENSES LIMITATION AGREEMENT Elessar Investment Management, LLC
ELESSAR INVESTMENT TRUST
OPERATING EXPENSES LIMITATION AGREEMENT
Elessar Investment Management, LLC
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 22 day of September, 2012, by and between Elessar Investment Trust, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust listed in Appendix A (the "Fund"), and the investment adviser of the Fund, Elessar Investment Management, LLC (the “Adviser”).
WHEREAS, the Adviser renders advice and services to the Fund pursuant to the terms and provisions of a Management Agreement between the Trust and the Adviser dated as of the 25thday of September, 2012 (the “Management Agreement”); and
WHEREAS, the Fund is responsible for, and has assumed the obligation for, payment of certain expenses pursuant to the Management Agreement that have not been assumed by the Adviser; and
WHEREAS, the Adviser desires to limit the Fund’s Operating Expenses (as defined below) pursuant to the terms and provisions of this Agreement, and the Trust (on behalf of the Fund) desires to allow the Adviser to implement those limits;
NOW THEREFORE, in consideration of the covenants and the mutual promises made in this Agreement, the parties mutually agree as follows:
1. Limit on Operating Expenses. The Adviser agrees to limit the Fund’s current Operating Expenses to an annual rate, expressed as a percentage of the Fund’s average annual net assets, to the amounts listed in Appendix A (the an “Annual Limit”). Inthe eventthat the current Operating Expenses of a Fund, as accrued each month, exceed its Annual Limit, the Adviser will pay to the Fund, on a monthly basis, the excess expense within 30 days of being notified that an excess expense payment is due.
2. Definition. For purposes of this Agreement, the term “Operating Expenses” with respect to a Fund, is defined to include all expenses necessary or appropriate for the operation of the Fund and including the Adviser’s investment advisory or management fee detailed in the Management Agreement, but does not include any brokerage fees and commissions, indirect expenses such as acquired fund fees and expenses, borrowing costs (such as interest and dividend expense on securities sold short), taxes, extraordinary expenses such as litigation or expenses in connection with a merger or reorganization.
3. Reimbursement of Fees and Expenses. The Adviser retains its right to receive reimbursement of any excess expense payments paid by it pursuant to this Agreement in future years on a rolling three year basis, if such reimbursement can be achieved within the Operating Expense Limitations listed in Appendix A and subject to the approval by the Board of Trustees.
4. Term. This Agreement shall become effective on the date first above written and shall remain in effect until at least October 31, 2013, unless sooner terminated asprovided in Paragraph 5 of this Agreement, and shall continue in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by a majority of the Trustees of the Trust.
5. Termination. This Agreement may be terminated at any time, and without payment of any penalty, by the Board of Trustees of the Trust, on behalf of the applicable Fund, upon sixty (60) days’ written notice to the Adviser. This Agreement may not be terminated by the Adviser without the consent of the Board of Trustees of the Trust. This Agreement will automatically terminate, with respect to the Fund listed in Appendix A if the Management Agreement for the Fund is terminated, with such termination effective upon the effective date of the Management Agreement’s termination for the Fund.
6. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.
7. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.
8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act of 1940 and the Investment Advisers Act of 1940 and any rules and regulations promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers, all on the day and year first above written.
ELESSAR INVESTMENT TRUST
on behalf of the Fund listed in Appendix A
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Its; President
ELESSAR INVESTMENT MANGEMENT, LLC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Its; Chief Compliance Officer
Appendix A
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Fund - Class | Operating Expense Limit |
Elessar Small Cap Value Fund – Investor Class | 1.00% |
Elessar Small Cap Value Fund – Institutional Class | 1.25% |