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▇▇▇▇▇ MONEY
MANAGEMENT, INC.
April 30, 1999
The ▇▇▇▇▇ Fund
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: ▇▇▇▇▇ Treasury Only Money Market Fund
Ladies and Gentlemen:
This will confirm the expense limitation agreement between The ▇▇▇▇▇ Fund
(the "Trust") and ▇▇▇▇▇ Money Management, Inc. ("▇▇▇▇▇") with respect to the
▇▇▇▇▇ Treasury Only Money Market Fund (the "Fund"), a series of the Trust.
1. Expense Limitation. If in any fiscal year the Fund's operating
expenses exceed 0.60% of the Fund's average net assets, the investment advisory
fee payable to ▇▇▇▇▇ under the Investment Advisory Agreement dated January 16,
1996 between ▇▇▇▇▇ and the Trust on behalf of the Fund shall be reduced by the
amount of such excess. For purposes of this agreement, the Fund's "operating
expenses" shall include, without limitation, any fees or expenses incurred
during the course of the ordinary operations of the Trust with respect to the
Fund (other than fees or expenses under the Investment Advisory Agreement), but
shall exclude interest, taxes, brokerage commissions, litigation,
indemnification or any extraordinary expenses (as determined under generally
accepted accounting principles) not incurred in the ordinary course of the
Fund's business. Any reduction in the investment advisory fee shall be made
monthly by annualizing the Fund's operating expenses for each month as of the
last day of such month. An adjustment shall be made on or before the last day
of the fiscal year if the Fund's operating expenses for such fiscal year do not
exceed 0.60%.
2. Term and Termination. This agreement shall become effective on the
date above written and shall have an initial term of one year. Thereafter, this
agreement shall automatically renew for one-year terms unless ▇▇▇▇▇ provides
written notice to the Trust at the above address of the termination of this
agreement, which notice shall be received by the Trust at least 30 days prior
to the end of the then-current term. In addition, this agreement will terminate
automatically in the event of the termination of the Investment Advisory
Agreement between ▇▇▇▇▇ and the Trust on behalf of the Fund.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ FAX: ▇▇▇-▇▇▇▇ ▇-▇▇▇-▇▇▇-▇▇▇▇
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3. Governing Law. This agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida, provided that nothing herein
shall be construed in a manner inconsistent with the Investment Company Act of
1940, the Investment Advisers Act of 1940, or rules, orders or interpretations
of the Securities and Exchange Commission or its staff thereunder.
4. Severability. If any one or more of the provisions of this agreement
shall be held to be invalid, illegal or unenforceable, the validity, legality
or enforceability of the remaining provisions shall not be affected thereby.
5. Limitation of Liability. It is expressly agreed that the obligations
of the Trust hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the Trust personally,
but shall bind only the trust property of the Trust relating to the Fund. This
agreement has been signed and delivered by an officer of the Trust, acting as
such, and such execution and delivery by such officer shall not be deemed to
have been made by any Trustee or officer individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Trust relating to the Fund, as provided in the Trust's Trust Instrument
dated August 10, 1995, as amended from time to time.
If the foregoing is in accordance with your understanding of the agreement
between us, please indicate your approval by signing and returning a copy of
this letter to ▇▇▇▇▇ at the address above.
Very truly yours,
▇▇▇▇▇ MONEY MANAGEMENT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
Agreed to:
THE ▇▇▇▇▇ FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President and Chairman of the
Board of Trustees
