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EXPENSE LIMITATION AGREEMENT GARDNER LEWIS INVESTMENT TRUST between Gardner Lewis Asset Management Inc. the Advisor and Gardner Lewis Investment Trust the Trust on behalf of each series of the Trust set forth in Schedule A attached hereto each a Fund and collectively the Funds. WHEREAS the Trust is a Massachusetts business trust organized under the Agreement and Amended and Restated Declaration of Trust Declaration of Trust 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 each Fund is a series of the Trust and Advisory Agreement dated September 29 1997 Advisory Agreement pursuant to which the Advisor provides investment advisory services to each Fund listed in Schedule A which may be amended from time to time for compensation based on the value of the average daily net assets of each such Fund and appropriate and in the best interests of each Fund and its shareholders to maintain the expenses...of each Fund and therefore have entered into this Expense Limitation Agreement in order to maintain each Fund s expense ratios at the levels specified Schedule A attached hereto and NOW THEREFORE the parties Agreement provides as follows hereto agree that the Expense Limitation ------------------- 1. 1. Applicable Expense Limit* To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year including but not limited to investment advisory fees of the Advisor...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 Fund Operating Expenses exceed the Operating Amount shall be the liability of the Advisor. 1. 2. Operating Expense Limit* The maximum Operating Expense...Limit in any year with respect to each Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of each Fund* PAGE 1. 3. Method of Computation* To determine the Advisor s liability with respect to the Excess Amount each month the Fund Operating Expenses for each Fund shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses for any month of a Fund exceed the Operating Expense Limit of such Fund the Advisor shall...first waive or reduce its investment advisory fee for such month by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount no higher than the Operating Expense Limit* If the amount of the waived or reduced investment advisory fee for any such month is insufficient to pay the Excess Amount the Advisor may also remit to the investment advisory fee is sufficient to pay such Excess Amount. 1. 4. Year-End Adjustment. If necessary on or before the last day of the first...month of each fiscal year an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Advisor to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.