EXHIBIT (h)(5)(K)
EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT by and between LSA Variable Series Trust, a
Delaware business trust (the "Trust"), on behalf of the Mid Cap Value Fund (the
"Fund"), and LSA Asset Management LLC, a Delaware limited liability company (the
"Manager") made as of the date of commencement of operations of the Fund.
W I T N E S S E T H
WHEREAS, the Trust, on behalf of the Fund, and the Manager have entered into a
Management Agreement, effective May 30, 2001, pursuant to which the Manager will
render investment management and administration services to the Fund for
compensation based on the value of the average daily net assets of the Fund; and
WHEREAS, the Trust and the Manager have determined that it is appropriate and in
the best interests of the Fund and its shareholders to maintain Fund expenses at
a level below that to which the Fund would normally be subject during the first
year of operation.
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMIT.
1.1. LIMITATION. To the extent that the aggregate expense
of every character incurred by the Fund during the
first year of operation, including but not limited to
investment management and administration fees of the
Manager (but excluding interest, taxes, brokerage
commissions, and other expenditures which are
capitalized in accordance with generally accepted
accounting principles, and other extraordinary
expenses not incurred in the ordinary course of the
Fund's business) ("Fund Operating Expenses"), exceeds
the "Expense Limit," which is the lower of (I) the
lowest applicable limit actually enforced by any
state in which the Fund's shares are qualified for
sale or (II) 1.15% of the average daily net assets of
the Fund, such excess amount ("Excess Amount") shall
be the liability of the Manager.
1.2. METHOD OF COMPUTATION. To determine the Manager's
liability for the Excess Amount, the Fund Operating
Expenses shall be annualized monthly as of the last
day of the month. If the annualized Fund Operating
Expenses for any month exceed 1/12th of the Expense
Limit, the Manager shall first waive or reduce its
investment management and administration fee for such
month, as appropriate, to the extent necessary to pay
such Excess Amount. In the event the Excess Amount
exceeds the amount of
the investment management and administration fee
for such month, the Manager, in addition to
waiving its entire investment management and
administration fee for such month, shall also
remit to the Fund the difference between the
Excess Amount and the amount due as the
investment management and administration fee.
2. TERMINATION OF AGREEMENT. This Agreement shall continue in
effect for a period of one year from the date of execution and
may be terminated thereafter by either party hereto, without
payment of any penalty, upon 90 days' prior notice in writing
to the other party at its principal place of business;
provided that, in the case of termination by the Trust, such
action shall be authorized by resolution of the Board of
Trustees of the Trust.
3. MISCELLANEOUS.
3.1. NOTICES. Any notice under this Agreement shall be
given in writing, addressed and delivered, or mailed
postpaid, (a) if to the Manager, to LSA Asset
Management LLC, 0000 Xxxxxxx Xxxx, Xxxxx X0X,
Xxxxxxxxxx, Xxxxxxxx, 00000, and (b) if to the Trust,
at the foregoing office of the Manager.
3.2. CAPTIONS. The captions in this Agreement are included
for convenience of reference only and in no other way
define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
3.3. INTERPRETATION. Nothing herein contained shall be
deemed to require the Trust to take any action
contrary to its Agreement and Declaration of Trust or
By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is
bound, or to relieve or deprive the Board of Trustees
of its responsibility for and control of the conduct
of the affairs of the Trust.
3.4. DEFINITIONS. Any question of interpretation of any
term or provision of this Agreement, including but
not limited to the investment management and
administration fee, the computations of net asset
values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms
and provisions of the Management Agreement, shall
have the same meaning as and be resolved by reference
to such Agreement.
3.5. GOVERNING LAW. Except insofar as the Investment
Company Act of 1940, as amended or other federal laws
and regulations may be controlling, this Agreement
shall be governed by, and construed and enforced in
accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers thereunto duly authorized, as of the day and year first
above written.
ATTEST: LSA VARIABLE SERIES TRUST ON BEHALF OF
THE MID CAP VALUE FUND
By: ______________________________
Title: ___________________________
ATTEST: LSA ASSET MANAGEMENT LLC
By: _______________________________
Title: ____________________________
