EXHIBIT 24(2)(g)(iii)
WILMINGTON LOW VOLATILITY FUND OF FUNDS
EXPENSE LIMITATION AGREEMENT
This agreement is entered into as of December 1, 2003 among
Wilmington Low Volatility Fund of Funds (the "Trust"), Xxxxxx Square Management
Corporation (the "Adviser") and Guidance Capital LLC (the "Sub-Adviser").
For and in consideration of the mutual terms and agreements
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Trust, the Adviser and the
Sub-Adviser agree as follows:
The Trust, the Adviser and the Sub-Adviser agree, until
December 31, 2006, that the Adviser and the Sub-Adviser will waive their fees or
reimburse expenses to the extent that the annual expenses of the Trust exceed
2.00% of the Trust's average monthly net assets, provided that the Sub-Adviser's
obligation to waive fees and/or reimburse expenses of the Trust will not exceed
0.50% of the Trust's average monthly net assets. The Trust, the Adviser or the
Sub-Adviser may not remove or amend the expense limitations to the Trust's
detriment prior to December 31, 2006. The Adviser and the Sub-Adviser shall be
entitled to recover from the Trust any fees waived or reimbursed for a three
year period following the end of the fiscal year in which such waiver or
reimbursement occurred, if such recovery does not cause the Trust's annual
expenses during such fiscal year to exceed 2.00% of the Trust's average monthly
net assets.
The Trust, the Adviser and the Sub-Adviser agree to review the
expense limitation on a date prior to the expense limitation's termination to
determine whether such limitation should be amended, continued or terminated.
Unless (i) the Trust, by vote of its Board of Trustees, or the Adviser or the
Sub-Adviser terminates the limitation, or (ii) the Trust, the Adviser and the
Sub-Adviser are unable to reach an agreement on the limitation to which the
Trust, the Adviser and the Sub-Adviser agree to be bound, the limitation stated
herein will continue for an additional one-year term.
IN WITNESS WHEREOF, the Trust, the Adviser and the Sub-Adviser
have entered into this Expense Limitation Agreement as of the date first above
written.
WILMINGTON LOW VOLATILITY FUND OF FUNDS
/s/ Xxxx X. Xxxxx
________________________________________________
By: Xxxx X. Xxxxx
Title: Vice President
XXXXXX SQUARE MANAGEMENT CORPORATION
/s/ Xxxxxx X. Xxxxxxxxx
________________________________________________
By: Xxxxxx X. Xxxxxxxxx
Xxxxx: President
GUIDANCE CAPITAL LLC
/s/ X. Xxxxxxxxxx Elliman III
________________________________________________
By: X. Xxxxxxxxxx Elliman III
Title: Member
