[FORM OF]
FEE WAIVER AND EXPENSE
ASSUMPTION AGREEMENT
This AGREEMENT made this ____ day of [ ] 2003, between, FIRST FIDUCIARY
TRUST, a Delaware statutory trust (the "Trust"), on behalf of its series, FIRST
FIDUCIARY TRUST [GROWTH FUND] [FIXED INCOME FUND] (the "Fund"), and FINANCIAL
COUNSELORS, INC., a Delaware corporation (the "Adviser").
WHEREAS, the Adviser has entered into an Investment Management Agreement
with the Trust (the "Advisory Agreement"), pursuant to which the Adviser manages
the investment and reinvestment of the assets of the Fund, and for which the
Adviser is compensated based on the average net assets of the Fund and such
compensation is paid by the Fund ("Advisory Fees"); and
WHEREAS, the Trust and the Adviser have determined that it is appropriate
and in the best interests of the Fund and its shareholders to limit the expenses
of the Fund;
NOW, THEREFORE, the parties hereto agree as follows:
1. Fee Waiver and Expense Assumption by the Adviser. The Adviser
agrees to reduce all or a portion of its Advisory Fees, and, if
necessary, to assume certain other expenses (to the extent
permitted by the Internal Revenue Code of 1986, as amended) of
the Fund, to the extent necessary to limit the annualized
expenses of the Fund, expressed as a percentage of the Fund's
average net assets, to [ ]% (the "Annualized Expense Limit").
2. Duty to Reimburse the Adviser. If, at any time, the Fund's
annualized expenses, expressed as a percentage of the Fund's
average net assets, are less than the Annualized Expense Limit,
the Trust, on behalf of the Fund, shall reimburse the Adviser for
any Advisory Fees previously waived and/or expenses previously
assumed to the extent that the amount of such reimbursement does
not cause the Fund's annualized expenses to exceed the Annualized
Expense Limit. There shall be no obligation of the Trust, on
behalf of the Fund, to reimburse the Adviser for waived Advisory
Fees or expenses that were assumed by the Adviser more than
thirty-six months prior to the date of any such reimbursement.
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 continue in effect
from the date of its effectiveness until January 31, 2005, and
shall continue in effect from year to year thereafter, unless and
until the Trust or the Adviser notifies the other party to the
Agreement, at least thirty days prior to the end of the one-year
period of its intention to terminate the Agreement. This
Agreement shall automatically terminate upon the termination of
the Advisory Agreement.
5. Effective Dates. This Agreement shall become effective on the
date first written above.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first-above written.
FIRST FIDUCIARY TRUST FINANCIAL COUNSELORS, INC.
By: ________________________ By: _____________________
Name: Name:
Title: Title:
