EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT made as of the 1ST day of APRIL , 1996,
by and between The ▇▇▇ ▇▇▇▇▇▇▇ Trust, a Delaware business trust (the "Trust"),
on behalf of its sole series, the Growth Fund (the "Fund"), and Holland
Capital Management, L.P., a Delaware limited partnership (the "Investment
Manager").
W I T N E S S E T H
WHEREAS, the Trust, on behalf of the Fund, and the Investment Manager
have entered into an Investment Management and Administration Agreement, dated
March 27, 1996, (the "Management Agreement") pursuant to which the Investment
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 Investment 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 its 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 its operation,
including but not limited to investment management and administration fees of
the Investment 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) 1.35% of the average daily net assets of the Fund, such
excess amount ("Excess Amount") shall be the liability of the Investment
Manager.
1.2. METHOD OF COMPUTATION. To determine the Investment
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
Investment 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
Investment 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
Investment Manager, to Holland Capital Management, L.P., Suite 3260, ▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and (b) if to the Trust, at the
foregoing office of the Investment 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 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 1940 Act 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: THE ▇▇▇ ▇▇▇▇▇▇▇ TRUST
ON BEHALF OF THE GROWTH FUND
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
ATTEST: HOLLAND CAPITAL MANAGEMENT, L.P.
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
90854
