EXHIBIT (h)(5)(G)
EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT by and between LSA Variable Series Trust, a
Delaware business trust (the "Trust"), on behalf of the Aggressive Growth Fund
(the "Fund"), and LSA Asset Management LLC, a Delaware limited liability company
(the "Manager") made as of the date of commencement of operations of the Fund.
W I T N E S S E T H
WHEREAS, the Trust, on behalf of the Fund, and the Manager have entered into a
Management Agreement, effective May 30, 2001, pursuant to which the Manager will
render investment management and administration services to the Fund for
compensation based on the value of the average daily net assets of the Fund; and
WHEREAS, the Trust and the Manager have determined that it is appropriate and in
the best interests of the Fund and its shareholders to maintain Fund expenses at
a level below that to which the Fund would normally be subject during the first
year of operation.
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMIT.
1.1. LIMITATION. To the extent that the aggregate expense
of every character incurred by the Fund during the first year of
operation, including but not limited to investment management and
administration fees of the Manager (but excluding interest, taxes,
brokerage commissions, and other expenditures which are capitalized in
accordance with generally accepted accounting principles, and other
extraordinary expenses not incurred in the ordinary course of the
Fund's business) ("Fund Operating Expenses"), exceeds the "Expense
Limit," which is the lower of (i) the lowest applicable limit actually
enforced by any state in which the Fund's shares are qualified for sale
or (ii) 1.25% of the average daily net assets of the Fund, such excess
amount ("Excess Amount") shall be the liability of the Manager.
1.2. METHOD OF COMPUTATION. To determine the Manager's
liability for the Excess Amount, the Fund Operating Expenses shall be
annualized monthly as of the last day of the month. If the annualized
Fund Operating Expenses for any month exceed 1/12th of the Expense
Limit, the Manager shall first waive or reduce its investment
management and administration fee for such month, as appropriate, to
the extent necessary to pay such Excess Amount. In the event the Excess
Amount exceeds the amount of the investment management and
administration fee for such month, the Manager, in addition to waiving
its entire investment management and administration fee for such month,
shall also remit to the Fund the difference between the Excess Amount
and the amount due as the investment management and administration fee.
2. TERMINATION OF AGREEMENT. This Agreement shall continue in
effect for a period of one year from the date of execution and may be terminated
thereafter by either party hereto, without payment of any penalty, upon 90 days'
prior notice in writing to the other party at its principal place of business;
provided that, in the case of termination by the Trust, such action shall be
authorized by resolution of the Board of Trustees of the Trust.
3. MISCELLANEOUS.
3.1. NOTICES. Any notice under this Agreement shall be
given in writing, addressed and delivered, or mailed postpaid, (a) if
to the Manager, to LSA Asset Management LLC, 0000 Xxxxxxx Xxxx, Xxxxx
X0X, Xxxxxxxxxx, Xxxxxxxx, 00000, and (b) if to the Trust, at the
foregoing office of the Manager.
3.2. CAPTIONS. The captions in this Agreement are
included for convenience of reference only and in no other way define
or delineate any of the provisions hereof or otherwise affect their
construction or effect.
3.3. INTERPRETATION. Nothing herein contained shall be
deemed to require the Trust to take any action contrary to its
Agreement and Declaration of Trust or By-Laws, or any applicable
statutory or regulatory requirement to which it is subject or by which
it is bound, or to relieve or deprive the Board of Trustees of its
responsibility for and control of the conduct of the affairs of the
Trust.
3.4. DEFINITIONS. Any question of interpretation of any
term or provision of this Agreement, including but not limited to the
investment management and administration fee, the computations of net
asset values, and the allocation of expenses, having a counterpart in
or otherwise derived from the terms and provisions of the Management
Agreement, shall have the same meaning as and be resolved by reference
to such Agreement.
3.5. GOVERNING LAW. Except insofar as the Investment
Company Act of 1940, as amended or other federal laws and regulations
may be controlling, this Agreement shall be governed by, and construed
and enforced in accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers thereunto duly authorized, as of the day and year first
above written.
ATTEST: LSA VARIABLE SERIES TRUST ON BEHALF OF
THE AGGRESSIVE GROWTH FUND
By: ________________________________
Title: _____________________________
ATTEST: LSA ASSET MANAGEMENT LLC
By: ________________________________
Title: _____________________________
