EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT made as of the 27th day of September, 1999, to be
effective October 1, 1999, by and between LSA Variable Series Trust, a Delaware
business trust (the "Trust"), on behalf of the Focused Equity Fund (the "Fund"),
and LSA Asset Management LLC, a Delaware limited liability company (the
"Manager").
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 October 1, 1999, 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, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, 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 FOCUSED EQUITY FUND
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Secretary and Chief Compliance Officer
ATTEST: LSA ASSET MANAGEMENT LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
Title: President
EXPENSE LIMITATION AGREEMENT
AMENDMENT NO.1
The Expense Limitation Agreement made as of 27th day of September, 1999, by and
between LSA Variable Series Trust (the "Trust"), on behalf of the Focused Equity
Fund (the "Fund"), and LSA Asset Management LLC (the "Manager") and in effect
until September, 27, 2000 (the "Agreement") is hereby amended solely for the
purpose of extending its duration.
The parties hereto agree that the Agreement and each of its provisions shall
continue in effect until April 30, 2001, 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.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to the
Agreement to be signed by their respective officers thereunto duly authorized,
as of the date and year written below.
ATTEST:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ LSA VARIABLE SERIES TRUST ON BEHALF OF
----------------- THE FOCUSED EQUITY FUND
▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
Title: President
Date: 3/24/00
ATTEST:
LSA ASSET MANAGEMENT LLC
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Secretary By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President, Investments
Date: 3/24/00
