SEVENTH AMENDMENT
TO
EXPENSE LIMITATION AGREEMENT
THIS SEVENTH AMENDMENT ("Amendment") to the Expense Limitation Agreement, as
previously amended ("Agreement") between ICON Funds (the "Trust") and ICON
Advisers, Inc. (the "Adviser") is made this 16th day of May 2006.
WHEREAS, the Trust and the Adviser entered into an Agreement whereby the Adviser
agreed to pay expenses related to Class I, Class C and Class Z shares of the
ICON Covered Call Fund, ICON Equity Income Fund, ICON Long/Short Fund, ICON
International Equity Fund, and Class C, Class I and Class Z Shares of the ICON
Bond Fund to the extent that Total Fund Operating Expenses of each class of the
Funds exceeded the limits set forth in Schedule A to the Agreement; and
WHEREAS, the Trust and the Adviser wish to amend the Expense Limitation
Agreement to address the Adviser's voluntary agreement to pay expenses related
to Class A and Class C shares of the ICON Covered Call Fund, ICON Equity Income
Fund, ICON Long/Short Fund, ICON International Equity Fund, and Class A shares
of the ICON Europe Fund and ICON Asia-Pacific Region Fund to the extent that
Total Fund Operating Expenses of each class of the Funds exceeded the limits set
forth in Schedule A to the Agreement;
NOW, THEREFORE, in exchange for the mutual promises and other good and valuable
consideration, receipt of which is hereby acknowledged, the Trust and the
Adviser agree as follows.
The Adviser agrees to pay Fund expenses to the extent that Total Fund Operating
Expenses of each Fund/Class of the Funds exceeds the limits set forth in
Schedule A to this Agreement.
The Trust and the Adviser are aware of the limitations on allocating advisory or
custodial fees or other expenses related to the management of the company's
assets set forth in Rule 18f-3 under the Investment Company Act of 1940 and the
Trust's Expense Allocation Plan adopted pursuit thereto. The parties note
Section 3 of the Plan which provides:
3. ALLOCATION OF EXPENSES
(a) The following expenses may be allocated, to the extent practicable, on
a Class-by-Class basis: (1) fees under a Distribution Plan and
Shareholder Services Plan; (2) Blue Sky registration fees incurred by
a specific Class; (3) expenses incurred in connection with any meeting
of shareholders of a particular class, (4) litigation expenses
incurred with respect to matters affecting only a particular class;
and (5)
any other expenses that the Board determines shall be allocated on a
Class-by-Class basis.
(b) OTHER ALLOCATIONS. All other expenses of a Series shall be allocated
to each class on the basis of the net asset value of that class in
relation to the net asset of the Series.
Notwithstanding the foregoing, the distributor or advisor of a Series may
waive or reimburse the expenses of a specific class or classes to the
extent permitted under Rule 18f-3 under the Act.
In light of the foregoing, the Trust and the Adviser agree that the Adviser's
payment of Fund/Class expenses under this Agreement are to be monitored to
assure compliance with Rule 18f-3 limitations.
This expense limitation agreement may be terminated at any time after January
31, 2016 upon 30 days' written notice of termination to the Funds' Board of
Trustees.
The Adviser is entitled to reimbursement from a Fund of any expenses waived
pursuant to this amendment if such reimbursement does not cause the Fund to
exceed existing expense limitations and the reimbursement is made within three
years after the expenses were reimbursed or absorbed.
The Trust and the Adviser hereby amend the Agreement to extend its term through
January 31, 2016. All other terms of the Agreement shall remain in full force
and effect.
ICON FUNDS ICON ADVISERS, INC.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxx X. Xxxxxx Name: Xxxxx Xxxxxxxx
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Title: EVP & CFO Title: President
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Dated May 16, 2006
