XXXXX XXXXXXXX MUTUAL FUNDS
OPERATING EXPENSES AGREEMENT
THIS OPERATING EXPENSES AGREEMENT (the "Agreement") is effective as of
January 1, 1999, by and between XXXXX XXXXXXXX MUTUAL FUNDS, a Delaware Business
Trust (the "Group"), on behalf of each series of the Group listed in Appendix A,
as may be amended from time to time (each a "Fund" and collectively the
"Funds"), and the Manager of each of the Funds, XXXXX XXXXXXXX INVESTMENT
MANAGEMENT, LLC, a limited liability company organized and existing under the
laws of the State of California (hereinafter called the "Manager").
WITNESSETH:
WHEREAS, the Manager renders advice and services to the Funds pursuant to
the terms and provisions of an Investment Management Agreement between the Group
and the Manager dated September 30, 1996 (the "Investment Management
Agreement"); and
WHEREAS, the Funds are responsible for, and have assumed the obligation
for, payment of certain expenses pursuant to Subparagraph 7(b) of the Investment
Management Agreement that have not been assumed by the Manager; and
WHEREAS, the Manager desires to limit the Funds' respective Operating
Expenses (as that term is defined in Paragraph 2 of this Agreement) pursuant to
the terms and provisions of this Agreement, and the Group (on behalf of the
Funds) desires to allow the Manager 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
1. Limit on Operating Expenses. The Manager hereby agrees to limit each
Fund's Operating Expenses to the respective annual rate of total Operating
Expenses specified for that Fund in Appendix A of this Agreement.
2. Definition. For purposes of this Agreement, the term "Operating
Expenses" with respect to a Fund is defined to include all expenses necessary or
appropriate for the operation of the Fund including the Manager's investment
advisory or management fee under Paragraph 8 of the Investment Management
Agreement, and other expenses described in Paragraph 7 of the Investment
Management Agreement, but does not include any Rule 12b-1 fees, front-end or
contingent deferred loads, taxes, 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 Manager, under Subparagraph 8(d)
of the Investment Management Agreement, retains its right to receive
reimbursement of reductions of its investment management fee and Operating
Expenses paid by it that are not its responsibility under Paragraph 7 of the
Investment Management Agreement.
4. Term. This Agreement shall become effective on the date specified herein
and shall remain in effect for a period of one (1) year, unless sooner
terminated as provided in Paragraph 5 of this Agreement. This Agreement shall
continue in effect thereafter for additional periods not exceeding one (1) year
so long as such continuation is approved for each Fund
2
at least annually by the Board of Directors of the Group (and separately by the
disinterested Directors of the Group).
5. Termination. This Agreement may be terminated by the Group on behalf of
any one or more of the Funds at any time without payment of any penalty or by
the Board of Directors of the Group, upon sixty (60) days' written notice to the
Manager. The Manager may decline to renew this Agreement by written notice to
the Group at least thirty (30) days before its annual expiration date.
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. Captions. The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction of effect.
9. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California 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, as amended and the
Investment Advisers Act of 1940, as amended and any rules and regulations
promulgated thereunder.
3
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.
XXXXX XXXXXXXX MUTUAL FUNDS XXXXX XXXXXXXX INVESTMENT
MANAGEMENT, LLC
By: ___________________________ By: ______________________________
Title: ________________________ Title: ___________________________
4
APPENDIX A
Fund Operating Expense Limit
---- -----------------------
o Xxxxx Xxxxxxxx Rising Dividends Fund 1.20%
o Xxxxx Xxxxxxxx Small Cap Rising Dividends Fund 1.30%
o Xxxxx Xxxxxxxx International Rising Dividends Fund 1.40%
o Xxxxx Xxxxxxxx Intermediate Total Return Bond Fund 0.95%
o Xxxxx Xxxxxxxx Intermediate Tax-Free Bond Fund 0.75%
5
XXXXX XXXXXXXX MUTUAL FUNDS
OPERATING EXPENSES AGREEMENT
THIS OPERATING EXPENSES AGREEMENT (the "Agreement") is effective as of
January 1, 1999, by and between XXXXX XXXXXXXX MUTUAL FUNDS, a Delaware Business
Trust (the "Group"), on behalf of each series of the Group listed in Appendix A,
as may be amended from time to time (each a "Fund" and collectively the
"Funds"), and the Manager of each of the Funds, KAIM Non-Traditional, L.P., a
limited partnership organized and existing under the laws of the State of
California (hereinafter called the "Manager").
WITNESSETH:
WHEREAS, the Manager renders advice and services to the Funds pursuant to
the terms and provisions of an Investment Management Agreement between the Group
and the Manager dated April 30, 1999 (the "Investment Management Agreement");
and
WHEREAS, the Funds are responsible for, and have assumed the obligation
for, payment of certain expenses pursuant to Subparagraph 7(b) of the Investment
Management Agreement that have not been assumed by the Manager; and
WHEREAS, the Manager desires to limit the Funds' respective Operating
Expenses (as that term is defined in Paragraph 2 of this Agreement) pursuant to
the terms and provisions of this Agreement, and the Group (on behalf of the
Funds) desires to allow the Manager 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
1. LIMIT ON OPERATING EXPENSES. The Manager hereby agrees to limit each
Fund's Operating Expenses to the respective annual rate of total Operating
Expenses specified for that Fund in Appendix A of this Agreement.
2. DEFINITION. For purposes of this Agreement, the term "Operating
Expenses" with respect to a Fund is defined to include all expenses necessary or
appropriate for the operation of the Fund including the Manager's investment
advisory or management fee under Paragraph 8 of the Investment Management
Agreement, and other expenses described in Paragraph 7 of the Investment
Management Agreement, but does not include any Rule 12b-1 fees, front-end or
contingent deferred loads, taxes, 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 Manager, under Subparagraph 8(d)
of the Investment Management Agreement, retains its right to receive
reimbursement of reductions of its investment management fee and Operating
Expenses paid by it that are not its responsibility under Paragraph 7 of the
Investment Management Agreement.
4. TERM. This Agreement shall become effective on the date specified herein
and shall remain in effect for a period of one (1) year, unless sooner
terminated as provided in Paragraph 5 of this Agreement. This Agreement shall
continue in effect thereafter for additional periods not exceeding one (1) year
so long as such continuation is approved for each Fund at least annually by the
Board of Directors of the Group (and separately by the disinterested Directors
of the Group).
2
5. TERMINATION. This Agreement may be terminated by the Group on behalf of
any one or more of the Funds at any time without payment of any penalty or by
the Board of Directors of the Group, upon sixty (60) days' written notice to the
Manager. The Manager may decline to renew this Agreement by written notice to
the Group at least thirty (30) days before its annual expiration date.
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. CAPTIONS. The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction of effect.
9. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California 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, as amended and the
Investment Advisers Act of 1940, as amended and any rules and regulations
promulgated thereunder.
3
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.
XXXXX XXXXXXXX MUTUAL FUNDS XXXXX XXXXXXXX INVESTMENT
MANAGEMENT, LLC
By: ___________________________ By: ______________________________
Title: ________________________ Title: ___________________________
4
APPENDIX A
Fund Operating Expense Limit
---- -----------------------
o Xxxxx Xxxxxxxx High-Yield Bond Fund 0.90%
