EXPENSE LIMITATION AGREEMENT
THIS AGREEMENT, dated as of December 1, 2003, is made and entered into by
and between ICON FUNDS, a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Trust"), on behalf of its series, and
MERIDIAN INVESTMENT MANAGEMENT CORPORATION, a Colorado corporation (the
"Adviser").
WHEREAS, the Adviser has been appointed the investment adviser of the ICON
Short-Term Fixed Income Fund (the "Fund"), pursuant to an Investment Advisory
Agreement dated October 9, 1996 between the Trust, on behalf of the Fund, and
the Adviser (the "Advisory Agreement");
WHEREAS, the Trust and the Adviser desire to enter into the arrangements
described herein relating to certain expenses of the Fund;
NOW THEREFORE, the Trust and the Adviser hereby agree as follows:
1. The Adviser hereby agrees, subject to Section 2 hereof, to reduce the
fees payable to it under the Advisory Agreement (but not below zero) and make
any additional payments to the extent necessary to limit the total annual fund
operating expenses (inclusive of management fees and other expenses; exclusive
of brokerage costs, interest, taxes, dividends, litigation, indemnification, and
extraordinary expenses (as determined under generally accepted accounting
principles) ("Operating Expenses") for the period from the effective date of
this Agreement to September 30, 2005 of the Fund to an annual rate (as a
percentage of the Fund's average daily net assets) as set forth on Schedule A
("Expense Limit").
2. The Trust agrees to pay the Adviser the amount of advisory fees that,
but for Section 1 hereof, would have been payable by the Fund to the Adviser
pursuant to the Advisory Agreement and reimburse any additional payments
remitted by the Adviser (the "Deferred Expenses"), subject to the limitations
provided in this Section. Such repayment shall be made monthly, but only if the
Operating Expenses of that Fund, without regard to such repayment, are at an
annual rate (as a percentage of the average daily net assets of the Fund) less
than the Expense Limit for payments made through the period ending September 30,
2005. Furthermore, the amount of Deferred Expenses paid by the Fund in any
subsequent month shall be limited so that the sum of (a) the amount of such
payment and (b) the other Operating Expenses of the Fund do not exceed such rate
as may be agreed upon from time to time for payments made after September 30,
2005.
Deferred Expenses shall not be payable by a Fund to the extent that the
amounts payable by it pursuant to the immediately preceding two sentences are
not sufficient to pay such Deferred Expenses. All Deferred Expenses shall be
made within three years after the year in which the Adviser incurred the
expense. In no event will the Fund be obligated to pay any fees waived or
deferred by the Adviser with respect to any other series of the Trust.
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3. This Agreement shall continue in effect until September 30, 2005, and
from year to year thereafter unless terminated by the Adviser by giving thirty
(30) days advance written notice of termination to the Trustees of the Trust.
Any termination shall not affect the obligation (including the amount of the
obligation) of a Fund to repay amounts of Deferred Expenses with respect to
periods prior to the date specified in such notice.
4. A copy of the Declaration of Trust establishing the Trust is on file
with the Secretary of the Commonwealth of Massachusetts, and notice is hereby
given that this Agreement is executed by the Trust on behalf of the Funds by an
officer of the Trust as an officer and not individually and that the obligations
of or arising out of this Agreement are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets and
property belonging to the Funds.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ICON FUNDS MERIDIAN INVESTMENT MANAGEMENT
CORPORATION
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
------------------------- -------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President & Secretary Title: Vice President & Secretary
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SCHEDULE A
Dated December 1, 2003
Fund Name Expense Limit
ICON Short-Term Fixed
Income Fund 0.75%
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