Exhibit (h)(iv)
GAMNA SERIES FUNDS, INC.
FORM OF EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT, dated as of ___________, 1999, by and between
Groupama Asset Management N.A. ("Groupama") and GAMNA Series Funds, Inc. (the
"Company"), on behalf of each portfolio of the Company set forth in Schedule A
(each a "Portfolio", and collectively, the "Portfolios").
WHEREAS, the Company is a Maryland corporation and is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company; and
WHEREAS, the Company and Groupama have entered into an Investment Advisory
Agreement (the "Advisory Agreement"), pursuant to which Groupama will render
investment advisory services to each Portfolio for compensation based on the
value of the average daily net assets of each such Portfolio; and
WHEREAS, the Company and Groupama have determined that it is appropriate
and in the best interests of each Portfolio and its shareholders to maintain
certain expenses of each Portfolio at a level below the level to which each
such Portfolio would normally be subject.
NOW, THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION.
1.1 APPLICABLE EXPENSE LIMIT. To the extent that the aggregate
expenses incurred by a Portfolio in any one year period beginning on ________
(each, an "Applicable Year") which are not specifically allocated to a class
of shares of a Portfolio under the Company's Rule 18f-3 Plan, including but
not limited to investment advisory fees of Groupama (but excluding: (i)
interest, taxes, brokerage commissions, and other expenditures which are
capitalized in accordance with generally accepted accounting principles; (ii)
expenses specifically allocated to a class of shares of a Portfolio under the
Company's Rule 18f-3 Plan such as Rule 12b-1 expenses and transfer agency
fees; and (iii) other extraordinary expenses not incurred in the ordinary
course of such Portfolio's business) ("Portfolio Operating Expenses"), exceed
the Operating Expense Limit, as defined in Section 1.2 below, such excess
amount (the "Excess Amount") shall be the liability of Groupama.
1.2 OPERATING EXPENSE LIMIT. The Operating Expense Limit in any
Applicable Year shall be as set forth in Schedule A as to each Portfolio, or
such other rate as may be agreed to in writing by the parties.
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1.3 METHOD OF COMPUTATION. To determine Groupama's liability with
respect to the Excess Amount, each month the Portfolio Operating Expenses for
each Portfolio shall be annualized for the Applicable Year as of the last day of
the month. If such annualized Portfolio Operating Expenses for any month of a
Portfolio exceed the Operating Expense Limit of such Portfolio, Groupama shall
first waive or reduce its investment advisory management fee for such month by
an amount sufficient to reduce the annualized Portfolio Operating Expenses for
the Applicable Year to an amount no higher than the Operating Expense Limit. If
the amount of the waived or reduced investment advisory fee for any such month
is insufficient to pay the Excess Amount, Groupama may also remit to the
appropriate Portfolio or Portfolios an amount that, together with the waived or
reduced advisory fee, is sufficient to pay such Excess Amount.
1.4 YEAR-END ADJUSTMENT. If necessary, on or before the last day of
the first month of each Applicable Year, an adjustment payment shall be made by
the appropriate party in order that the amount of the advisory fees waived or
reduced and other payments remitted by Groupama to the Portfolio or Portfolios
with respect to the previous Applicable Year shall equal the Excess Amount.
2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.
2.1. REIMBURSEMENT. If in any Applicable Year during which the
Advisory Agreement is still in effect, the estimated aggregate Portfolio
Operating Expenses of such Portfolio for the Applicable Year are less than
the Operating Expense Limit for that Applicable Year, subject to quarterly
approval by the Company's Board of Directors as provided in Section 2.2
below, Groupama shall be entitled to reimbursement by such Portfolio, in
whole or in part as provided below, of the advisory fees waived or reduced
and other payments remitted by Groupama to such Portfolio pursuant to Section
1 hereof. The total amount of reimbursement to which Groupama may be entitled
(the "Reimbursement Amount") shall equal, at any time, the sum of all
investment advisory fees previously waived or reduced by Groupama and all
other payments remitted by Groupama to the Portfolio, pursuant to Section 1
hereof, during any of the previous two (2) Applicable Years, less any
reimbursement previously paid by such Portfolio to Groupama, pursuant to
Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions, and
payments. The Reimbursement Amount shall not include any additional charges
or fees whatsoever, including, e.g., interest accruable on the Reimbursement
Amount.
2.2 BOARD APPROVAL. No reimbursement shall be paid to Groupama
pursuant to this provision unless the Company's Board of Directors has
determined that the payment of such reimbursement is in the best interests of
the Portfolio or Portfolios and their shareholders. The Company's Board of
Directors shall determine quarterly in advance whether any reimbursement may be
paid to Groupama for the relevant succeeding quarterly period.
2.3 METHOD OF COMPUTATION. To determine each Portfolio's payments,
if any, to reimburse Groupama for the Reimbursement Amount, each month the
Portfolio Operating Expenses of each Portfolio shall be annualized for the
Applicable Year as of the last day of the month. If such annualized Portfolio
Operating Expenses of a Portfolio for any month are less than the Operating
Expense Limit of such Portfolio, such Portfolio, only with the prior
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approval of the Board, shall pay to Groupama an amount sufficient to increase
the annualized Portfolio Operating Expenses of that Portfolio to an amount no
greater than the Operating Expense Limit of that Portfolio, provided that such
amount paid to Groupama will in no event exceed the total Reimbursement Amount.
In the event the Operating Expense Limit for a Portfolio is increased subsequent
to an Applicable Year in which Groupama becomes entitled to reimbursement
hereunder for fees waived or reduced or amounts otherwise remitted to that
Portfolio, the amount available to reimburse Groupama in accordance with this
Section 2.3 shall be calculated by reference to the Operating Expense Limit for
that Portfolio in effect at the time Groupama became entitled to receive such
reimbursement, rather than the subsequently increased Operating Expense Limit
for that Portfolio.
2.4 YEAR-END ADJUSTMENT. If necessary, on or before the last day of
the first month of each Applicable Year, an adjustment payment shall be made
by the appropriate party in order that the actual Portfolio Operating
Expenses of a Portfolio for the prior Applicable Year (including any
reimbursement payments hereunder with respect to such Applicable Year) do not
exceed the Operating Expense Limit.
3. TERM AND TERMINATION OF AGREEMENT.
This Agreement shall continue in effect until ___________, 2000 and
from year to year thereafter provided such continuance is specifically
approved by a majority of the Directors of the Company who (i) are not
"interested persons" of the Company or any other party to this Agreement, as
defined in the 1940 Act, and (ii) have no direct or indirect financial
interest in the operation of this Agreement ("Non-Interested Directors").
Nevertheless, this Agreement may be terminated by either party hereto,
without payment of any penalty, upon 90 days' prior written notice to the
other party at its principal place of business; provided that, in the case of
termination by the Company, such action shall be authorized by resolution of
a majority of the Non-Interested Directors of the Company or by a vote of a
majority of the outstanding voting securities of the Company.
4. MISCELLANEOUS.
4.1 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.
4.2 INTERPRETATION. This Agreement shall be construed in accordance
with the laws of the State of New York. Nothing herein contained shall be
deemed to require the Company or any Portfolio to take any action contrary to
the Company's Declaration 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 Company's Board of Directors of its responsibility for
and control of the conduct of the affairs of the Company or the Portfolios.
4.3 DEFINITIONS. Any questions of interpretation of any term or
provision of this Agreement, including but not limited to the investment
advisory fee, the computations of net
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asset values, and the allocation of expenses, having a counterpart in or
otherwise derived from the terms and provisions of the Advisory Agreement or the
1940 Act, shall have the same meaning as and be resolved by reference to such
Advisory Agreement or the 1940 Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
signed by their respective officers thereunto duly authorized and their
respective corporate seals to be hereunto affixed, as of the day and year first
above written.
ATTEST: GAMNA SERIES FUNDS, INC.
ON BEHALF OF ITS PORTFOLIOS
By:
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Secretary
ATTEST: GROUPAMA ASSET MANAGEMENT N.A.
By:
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Secretary
SCHEDULE A
This Agreement relates to the following Operating Expense
Portfolios of the Company: Limit
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GAMNA FOCUS FUND [ ]
