Exhibit 99B.H.iv
PIC INVESTMENT TRUST
OPERATING EXPENSES LIMITATION AGREEMENT
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the "Agreement") is effective
as of the day of , 2001, by and between PIC Investment Trust, a _____________
(the "Trust"), on behalf of the PIC Twenty Portfolio, Institutional Class (the
"Portfolio"), a series of the Trust, and the Advisor of the Portfolio, Provident
Investment Counsel (the "Advisor").
WITNESSETH:
WHEREAS, the Advisor renders advice and services to the Portfolio pursuant
to the terms and provisions of an Investment Advisory Agreement between the
Trust and the Advisor dated as of the day of 2001, (the "Investment Advisory
Agreement"); and
WHEREAS, the Portfolio is responsible for, and has assumed the obligation
for, payment of certain expenses pursuant to the Investment Advisory Agreement
that have not been assumed by the Advisor; and
WHEREAS, the Advisor desires to limit the Portfolio's Operating Expenses
(as that term is defined in Paragraph 2 of this Agreement) pursuant to the terms
and provisions of this Agreement, and the Trust (on behalf of the Portfolio)
desires to allow the Advisor to implement those limits;
NOW THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties, intending to be legally bound hereby,
mutually agree as follows:
1. Limit on Operating Expenses. The Advisor hereby agrees to limit the
Portfolio's current Operating Expenses to an annual rate, expressed as a
percentage of the Portfolio's average annual net assets to ____% (the "Annual
Limits"). In the event that the current Operating Expenses of the Portfolio, as
accrued each month, exceed its Annual Limit, the Advisor will pay to the
Portfolio, on a monthly basis, the excess expense within 30 days of being
notified that an excess expense payment is due.
2. Definition. For purposes of this Agreement, the term "Operating
Expenses" with respect to the Portfolio, is defined to include all expenses
necessary or appropriate for the operation of the Portfolio, including the
Advisor's investment advisory or management fee detailed in the Investment
Advisory Agreement, any Rule 12b-1 fees and other expenses described in the
Investment Advisory Agreement, but does not include any front-end or contingent
deferred loads, taxes, leverage interest, brokerage commissions, expenses
incurred in connection with any merger or reorganization, or extraordinary
expenses such as litigation.
3. Reimbursement of Fees and Expenses. The Advisor retains its right to
receive reimbursement of any excess expense payments paid by it pursuant to this
Agreement under the same terms and conditions as it is permitted to receive
reimbursement of reductions of its investment management fee under the
Investment Advisory Agreement.
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4. Term. This Agreement shall become effective on the date specified herein
and shall remain in effect indefinitely and for a period of not less than one
year, unless sooner terminated as provided in Paragraph 5 of this Agreement.
5. Termination. This Agreement may be terminated at any time, and without
payment of any penalty, by the Board of Trustees of the Trust, on behalf of the
Portfolio, upon sixty (60) days' written notice to the Advisor. This Agreement
may not be terminated by the Advisor without the consent of the Board of
Trustees of the Trust, which consent will not be unreasonably withheld. This
Agreement will automatically terminate if the Investment Advisory Agreement is
terminated, with such termination effective upon the effective date of the
Investment Advisory Agreement's termination.
6. Assignment. This Agreement and all rights and obligations hereunder may
not be assigned without the written consent of the other party.
7. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute or rule, or shall be otherwise rendered
invalid, the remainder of this Agreement shall not be affected thereby.
8. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware without giving effect to the
conflict of laws principles thereof; provided that nothing herein shall be
construed to preempt, or to be inconsistent with, any federal law, regulation or
rule, including the Investment Company Act of 1940, and the Investment Advisers
Act of 1940, and any rules and regulations promulgated thereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested by their duly authorized officers, all on the day and
year first above written.
PIC INVESTMENT TRUST PROVIDENT INVESTMENT COUNSEL
on behalf of the
PIC TWENTY FUND,
INSTITUTIONAL CLASS
By:______________________________ By:_________________________________
Print name:______________________ Print name:_________________________
Title:___________________________ Title:______________________________
