Exhibit 4(c)
FEE WAIVER/EXPENSE
REIMBURSEMENT AGREEMENT
THIS FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT (the "Agreement") is
signed as of September __, 2003 by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers, L.P. (the
"Manager") and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Disciplined Equity Fund, Inc. (the "Fund").
WHEREAS, the Manager has entered into a management agreement (the
"Management Agreement") with the Fund whereby the Manager provides certain
management services to the Fund;
WHEREAS, the Manager desires to waive all or a portion of its fees
and/or reimburse all or a portion of expenses of the Fund;
WHEREAS, the Manager understands and intends that the Fund will rely on
this Agreement in preparing post-effective amendments to the Fund's registration
statement on Form N-1A and in accruing the expenses of the Fund for purposes of
calculating net asset value and for other purposes, and expressly permits the
Fund to do so; and
WHEREAS, the shareholders of the Fund will benefit from the ongoing
waivers and/or reimbursements by incurring lower Fund operating expenses than
they would absent such waivers and/or reimbursements.
NOW, THEREFORE, the Manager agrees to waive fees and/or reimburse
direct expenses of the Fund so that the ordinary annual operating expenses of
each class of the Fund, excluding both the management fee provided for under the
Management Agreement and class-specific distribution and account maintenance
fees, shall not exceed 0.75% of the Fund's average daily net assets attributable
to that class for the annual period; provided, however, in no event shall the
Manager be required either to waive fees in excess of the amount of fees
actually charged by the Manager or to reimburse expenses in excess of the amount
of direct expenses actually incurred by the Fund.
This contractual fee waiver and/or reimbursement shall be effective for
the current fiscal year of the Fund and for fiscal years thereafter unless the
Manager shall notify the Fund of the termination of the contractual fee waiver
and/or reimbursement not less than 30 days prior to the end of the then current
fiscal year.
IN WITNESS WHEREOF, the Manager and the Fund have agreed to this Fee
Waiver/Expense Reimbursement Agreement as of the day and year first above
written.
▇▇▇▇▇▇▇ ▇▇▇▇▇ INVESTMENT MANAGERS, L.P.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
▇▇▇▇▇▇▇ ▇▇▇▇▇ DISCIPLINED EQUITY FUND, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
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