EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT
AGREEMENT made this 12 day of December 2001, between Ashport Mutual Funds,
a Massachusetts business trust (the "Trust"), on behalf of each series of the
Trust (the "Funds") and StateTrust Capital, LLC, a Florida Corporation (the
"Adviser").
WHEREAS, the Adviser has entered into an Investment Advisory Agreement with the
Trust, dated July 17, 2001 and amended November 19, 2001 pursuant to which the
Adviser provides, or arranges for the provision of, investment advisory and
management services to each Fund, and for which it is compensated based on the
average daily net assets of each such Fund; and
WHEREAS, the Trust and the Adviser have determined that it is appropriate and in
the best interests of each Fund and its shareholders to limit the total expenses
of each Fund of the Trust as listed on Schedule A of the Investment Advisory
Agreement between the Trust and the Adviser, as may be amended from time to
time; NOW, THEREFORE, the parties hereto agree as follows:
1. Expense Waiver and Reimbursement by the Adviser. The Adviser agrees to
reduce all or a portion of its management fee and, if necessary, and to
bear certain other expenses (to the extent permitted by the Internal
Revenue Code of 1986, as amended) associated with operating the Funds to
the extent necessary to limit the Funds' annualized expenses of each Fund
to 3.5%.
2. Duty of the Fund to Reimburse. Subject to approval by the Funds' Board of
Trustees, each Fund agrees to reimburse the Adviser on a monthly basis such
deferred fees, including any expenses borne pursuant to paragraph 1 in
later periods provided, however, that a Fund is not obligated to pay any
such deferred fees more than three years after the end of the fiscal year
in which the fee was deferred. The Trust's Board of Trustees shall review
quarterly any reimbursement paid to the Adviser with respect to any Fund in
such quarter.
3. Assignment. No assignment of this Agreement shall be made by the Adviser
without the prior consent of the Trust.
4. Duration and Termination. This Agreement shall be effective for the period
of one year from the effective date of the Funds and shall continue in
effect thereafter provided each such continuance is specifically approved
by a majority of the Trustees of the Trust who (1) are not "interested
persons" of the Trust or any other party to this Agreement, as defined in
the Investment Company Act of 1940, as amended, (the "Disinterested
Trustees") and (2) have no direct or indirect financial interest in the
operation of this Agreement. In the case of termination by the Trust, such
action shall be authorized by resolution of a majority of the Disinterested
Trustees or by a vote of the majority of the outstanding voting securities
of the Trust. This Agreement shall automatically terminate upon the
termination of the Investment Advisory Agreement between the Adviser and
the Trust.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as the date
first written above.
ASHPORT MUTUAL FUNDS STATETRUST CAPITAL, LLC
By: /s/ Xxxxx Vurgait By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxx Vurgait Name: Xxxxxxx Xxxxxx
Title: President Title: Chief Operating Officer
