Exhibit h(5)
EXPENSE LIMITATION AGREEMENT
This Expense Limitation Agreement is made as of the 1st day of March, 2004 by
and between Seix Funds, Inc., a Maryland corporation (the "Fund") on behalf of
its series Seix High Yield Fund (the "Portfolio"), and Seix Investment Advisors
Inc., a New Jersey corporation (the "Adviser"), with respect to the following:
WHEREAS, the Adviser serves as the Investment Adviser to the Portfolio
pursuant to an Investment Advisory Agreement between the Fund on behalf of the
Portfolio and the Adviser, dated December 14, 2000; and
WHEREAS, the Adviser has voluntarily agreed to waive its fees and
reimburse expenses so that the total operating expenses for the Portfolio will
not exceed the percentage of average daily net assets as set forth [in item 1
below]; and
WHEREAS, the Fund and the Adviser desire to formalize this fee waiver and
expense reimbursement arrangement for the period beginning March 1, 2004 through
March 1, 2005.
NOW, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:
1. The Adviser agrees to waive its fees and reimburse expenses for the period
from beginning March 1, 2004 through March 1, 2005 to the extent necessary
to maintain the expense ratios of Class I and Class P shares at not more
than 0.55% and 0.90%, respectively, of their average net assets.
2. Upon the termination of the Investment Advisory Agreement, this Agreement
will automatically terminate.
3. Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of
the Investment Company Act of 1940 (the "1940 Act") will be resolved by
reference to that term or provision of the 1940 Act and to interpretations
thereof, if any, by the United States courts or in the absence of any
controlling decision of any such court, by rules, regulations or orders of
the Securities and Exchange Commission ("SEC") issued pursuant to the 1940
Act. In addition, if the effect of a requirement of the 1940 Act reflected
in any provision of this Agreement is revised by rule, regulation or order
of the SEC, that provision will be deemed to incorporate the effect of
that rule, regulation or order. Otherwise, the provisions of this
Agreement will be interpreted in accordance with the substantive laws of
Massachusetts.
4. This expense cap may be changed at any time after March 1, 2005 and does
not apply to brokerage commissions, taxes, interest and litigation,
indemnification and other extraordinary expenses.
5. To the extent that the Portfolio's total expense ratio falls below its
expense limit, the Adviser reserves the right to be reimbursed for
advisory fees waived and Portfolio expenses paid by it during the current
fiscal year.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers as of the day and year first
above written.
SEIX INVESTMENT ADVISORS INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: COO
SEIX FUNDS, INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
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