Exhibit 1.13
EXPENSE AGREEMENT
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THIS EXPENSE AGREEMENT (this "Agreement") is made and entered into as of
the ___ day of March, 2001, by and between PRICE ASSET MANAGEMENT, INC., an
Illinois corporation (the "Payor") and ATRIUM SECURITIES, INC., an Illinois
corporation (the "Broker-Dealer"). The Payor and the Broker-Dealer are sometimes
referred to, collectively, in this Agreement as the "Parties."
RECITALS
WHEREAS, the Payor is, by virtue of common ownership, an affiliate of the
Broker-Dealer; and is the general partner for certain investment funds, the
securities of which will be sold by the Broker-Dealer;
WHEREAS, the Broker-Dealer has applied for registration as a broker-dealer
with the Securities and Exchange Commission and for membership in the National
Association of Securities Dealers; and
WHEREAS, as a result of the Payor's role as a general partner as described
above and its affiliation with the Broker-Dealer, Payor will derive an economic
benefit from the payment of expenses of the Broker-Dealer pursuant to this
Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing, and the mutual agreements
and covenants hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto agree as follows:
1. The Payor will pay the following expenses of the Broker-Dealer: rent;
utilities; salaries; computer license fees; consulting fees; accounting and
legal fees; insurance; marketing expenses; and such other expenses as the
Parties may agree from time to time (the "Covered Expenses"). The Broker-Dealer
will pay all registration, examination and continuing education fees; audit fees
and taxes.
2. The Payor hereby undertakes to instruct all vendors of Covered
Expenses to invoice the Payor directly for all Covered Expenses.
3. The Payor hereby represents and warrants that it will not apportion or
charge back to the Broker-Dealer any Covered Expenses at the end of any fiscal
year or at any other time, nor will it seek reimbursement from the Broker-Dealer
of any Covered Expense.
4. No amendment or termination of this Agreement shall be made if such
amendment or termination would cause the Broker-Dealer's net capital to fall
below 120% of its minimum net capital requirement or would otherwise cause a net
capital deficiency.
5. In the event the Broker-Dealer's independent accounting firm
determines at any time that the terms of this Agreement are inconsistent with
generally accepted accounting principles ("GAAP"), the Parties agree to modify
the Agreement to conform to GAAP.
6. This Agreement shall be binding on and inure to the benefit of the
Payor and the Broker-Dealer and their respective successor and assigns.
7. This writing contains the entire agreement of the Parties on the
subject matter hereof. This Agreement may not be modified or terminated except
in a writing signed by both Parties.
8. This Agreement shall be governed by and construed in accordance with
the laws of the State of Illinois without regard to the provisions thereof
respecting the conflicts of laws.
9. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which, when taken together, shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Payor and the Broker-Dealer have caused this
Agreement to be executed by their duly authorized officers as of the date first
written above.
THE PAYOR: THE BROKER-DEALER:
PRICE ASSET MANAGEMENT, ATRIUM SECURITIES, INC.
INC.
By: /s/ Xxxxxx Xxxxxx Xxxxx, III By: /s/ Xxxxxx Xxxxxx Xxxxx, III
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Title: CHAIRMAN Title: CHAIRMAN and CEO
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