EXPENSE WAIVER AND
ASSUMPTION AGREEMENT
AGREEMENT made this 20th day of December 2001, between Fort Pitt Capital
Funds, a Delaware trust (the "Trust"), on behalf of certain Funds of the Trust,
as listed on Schedule A of this Agreement (each a "Fund" and collectively the
"Funds"), and Fort Pitt Capital Group, Inc., a Pennsylvania corporation
("Advisor").
WHEREAS, Advisor has entered into an Investment Advisory Agreement (the
"Advisory Agreement") with the Trust, pursuant to which Advisor provides various
administrative and other services for the Fund, and for which Advisor is
compensated based on the average net assets of such Fund; and
WHEREAS, the Trust and Advisor have determined that it is appropriate and
in the best interests of each Fund and its shareholders to limit the expenses of
those Fund of the Trust as listed on Schedule A of this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Expense Waiver and Assumption by Advisor. Advisor agrees to reduce all
or a portion of its advisory fee set forth in the Advisory Agreement
for each Fund listed on Schedule A, and if necessary to assume certain
other expenses (to the extent permitted by the Internal Revenue Code
of 1986, as amended) of each such Fund, such waiver and assumption of
expenses as detailed on Schedule A of this Agreement, to the extent
necessary to limit the annualized expenses of each Fund to the rate
reflected in Schedule A of this Agreement for each Fund ("Annualized
Expense Ratio").
2. Duty to Reimburse Advisor. If at any time, a Fund's annualized
expenses are less than the Annualized Expense Ratio listed on Schedule
A of this Agreement, the Trust, on behalf of a Fund, shall reimburse
Advisor for any fees previously waived and/or expenses previously
assumed to the extent that the amount of such reimbursement does not
cause the Fund's Annualized Expense Ratio to exceed the limit on
Schedule A of this Agreement. There shall be no obligation of the
Trust, on behalf of a Fund, to reimburse Advisor for waived fees or
expenses that were assumed by Advisor more than thirty-six (36) months
prior to the date of any such reimbursement.
3. Assignment. No assignment of this Agreement shall be made by Advisor
without the prior consent of the Trust.
4. Duration and Termination. This Agreement shall continue in effect for
a Fund for a period of one year from the date of its effectiveness for
that Fund, and shall continue in effect from year to year thereafter
for each Fund, unless and until the Trust or Advisor notifies the
other party to the Agreement, at least thirty days prior to the end of
the one-year period for a Fund, of its intention to terminate the
Agreement for a Fund. This Agreement shall automatically terminate,
with respect to a Fund, upon the termination of the Advisory Agreement
between Advisor and the Trust, on behalf of such Fund.
5. Effective Dates. This Agreement shall become effective for each Fund
on the dates listed below:
Fund Effective Date
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Fort Pitt Capital Total Return Trust _______, 2001
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first-above written.
FORT PITT CAPITAL GROUP, INC. FORT PITT CAPITAL FUNDS
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President Xxxxxx X. Xxxxxx, President
SCHEDULE A
Annualized Expense Ratio
Fund (as a percentage of average net assets)
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Fort Pitt Capital Total Return Fund 1.50% *
* For this Fund, Advisor has agreed to waive its administration fee and to
assume the Fund's direct and indirect expenses to the extent necessary to
limit the Fund's expenses to the rate listed above for such Fund.
Dated: _________, 2001
