EXHIBIT 99.B13B
ORGANIZATIONAL EXPENSES AGREEMENT
UNIVERSAL CAPITAL INVESTMENT TRUST, a Massachusetts business trust (the
"Trust"), and INTEGRATED FINANCIAL SERVICES, INC., an Illinois corporation (the
"Adviser"), in consideration for the engagement by the Adviser as the investment
adviser for the series of the Trust designated Universal Capital Growth Fund
(the "Fund") pursuant to a separate agreement, agree:
1. ADVANCEMENT OF EXPENSES. The Adviser shall pay all of the
organizational expenses of the Trust and the Fund, including but not limited to
initial franchise taxes, registration fees and fees for services rendered prior
to commencement of the initial public offering of shares of the Fund, subject to
the right to be reimbursed pursuant to paragraph 2.
2. REIMBURSEMENT AND AMORTIZATION OF EXPENSES. The Fund shall amortize
the organizational expenses from the time total assets of the Fund first reach
$2.5 million until five years from the commencement of the initial public
offering of shares of the Fund, and the Fund shall reimburse the Adviser during
the period of such amortization by paying to the Adviser on the last business
day of each month an amount equal to the organizational expenses amortized by
the Fund during that month.
3. LIMITATION ON REIMBURSEMENT. If the total assets of the Fund do not
reach $2.5 million within five years after commencement of the initial public
offering of shares of the Fund, neither the Fund nor the Trust shall have any
obligation to repay any organizational expenses advanced by the Adviser. If the
Fund should be liquidated during such five-year period prior to the complete
amortization of all organizational expenses, neither the Fund nor the Trust
shall have any duty to reimburse the Adviser for organizational expenses
unamortized as of the time of liquidation.
4. OBLIGATION OF THE TRUST. This agreement is executed by an officer of
the Trust on behalf of the Trust and not individually. The obligations of this
agreement are binding only upon the assets and property of the Fund and the
Trust and not upon the trustees, officers or shareholders of the Trust
individually. The Agreement and Declaration of Trust under which the Trust was
organized and operates is on file with the Secretary of the Commonwealth of
Massachusetts.
Dated: January 14, 1991
UNIVERSAL CAPITAL INTEGRATED FINANCIAL
INVESTMENT TRUST SERVICES, INC.
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President President
