EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT, dated January 1, 2004, between Robeco
USA, L.L.C. (the "Adviser") and WPG Large Cap Growth Fund (the "Fund").
WHEREAS, the Fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management company;
WHEREAS, the Fund and the Adviser have entered into an Advisory
Agreement (the "Advisory Agreement") and an Administration Agreement (the
"Administration Agreement"), pursuant to which the Adviser provides investment
advisory and administration services to the Fund, which agreements may be
amended from time to time, for compensation based on the value of the average
daily net assets of the Fund;
WHEREAS, the Adviser has voluntarily determined that it is appropriate
and in the best interests of the Fund and its shareholders to maintain the
expenses of the Fund at 140 basis points. The Fund and the Adviser therefore
have entered into this Expense Limitation Agreement (the "Agreement") in order
to maintain the expense ratio of the Fund at 140 basis points during the Term
(as defined in Section 2 below); and
WHEREAS, the Fund is prepared to repay the Adviser such waived advisory
and management fees and reimbursed expenses if the Fund subsequently achieves a
sufficient level of assets in accordance with the terms herein.
NOW THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. EXPENSE LIMITATION.
1.1 APPLICABLE EXPENSE LIMIT. During the Term, the Adviser agrees to
waive all or a portion of its management fee and advisory fee to the extent
necessary so that the total expenses of every character incurred by the Fund
(excluding interest, taxes, brokerage commissions, 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 (I.E., litigation)) (with such exclusions, "Operating Expenses") shall
not exceed the Operating Expense Limit (as defined in Section 1.2 below). During
the Term, to the extent that Operating Expenses incurred by the Fund in any
fiscal year (after waiver of advisory fees and management fees of the Adviser)
exceed the Operating Expense Limit, such excess amount (the "Excess Amount")
shall be the liability of the Adviser. The parties agree that to the extent
Operating Expenses in any fiscal year do not exceed the Operating Expense Limit,
the management fee and advisory fee shall be payable by the Fund up to the
amounts payable under the Advisory Agreement and the Administration Agreement.
1.2 OPERATING EXPENSE LIMIT. The maximum "Operating Expense Limit" in
any year during the Term with respect to the Fund shall be 140 basis points,
based on a percentage of the average daily net assets of the Fund.
1.3 REIMBURSEMENT. The Adviser shall keep a record of the amounts of
advisory fees and management fees waived and Excess Amounts reimbursed pursuant
to Section 1.1 hereof ("Prior Expenses"). Subject to the last sentence of this
Section 1.3, if at any future date Operating Expenses of the Fund are less than
the Operating Expense Limit, the Adviser shall be entitled to payment by the
Fund of the amount of such Prior Expenses, without interest thereon, except to
the extent that such payment will cause Operating Expenses of the Fund to exceed
the Operating Expense Limit. If Operating Expenses of the Fund subsequently
exceed the Operating Expense Limit, the payment of Prior Expenses shall be
suspended. If subsequent payment of Prior Expenses shall be resumed to the
extent that Operating Expenses do not exceed the Operating Expense Limit, the
Operating Expense Limit in Section 1.1 shall (unless previously terminated in
accordance with the terms hereof) apply. The Adviser may seek reimbursement only
for Prior Expenses waived or paid by it during the two fiscal years prior to
such reimbursement; PROVIDED, HOWEVER, that such Prior Expenses may only be
reimbursed hereunder to the extent they were waived or paid after the date of
this Agreement (or any similar agreement). The provisions of this Agreement
shall survive the termination of this Agreement to the extent necessary to
permit any such reimbursement.
1.4 LIMITATION OF LIABILITY. The obligations and expenses incurred,
contracted for or otherwise existing with respect to the Fund shall be enforced
against the assets of the Fund and not against the assets of any other series of
the Fund. It is understood and expressly stipulated that neither the holders of
shares of the Fund nor the trustees or officers of the Fund shall be personally
liable hereunder.
1.5 METHOD OF COMPUTATION. To determine the Adviser's obligations
hereunder, each month the Fund Operating Expenses for the Fund shall be
annualized as of the last day of the month. If the annualized Fund Operating
Expenses for any month of the Fund exceed the Operating Expense Limit of the
Fund, the Adviser shall waive or reduce its advisory and/or management fees for
such month, and if necessary the Adviser shall remit an amount to the Fund,
sufficient to reduce the annualized Fund Operating Expenses to an amount no
higher than the Operating Expense Limit.
1.6 YEAR-END ADJUSTMENT. If necessary, on or before the last day of the
first month of each fiscal year during the Term, an adjustment payment shall be
made by the appropriate party in order that the amount of the advisory and
management fees waived or reduced and other payments remitted by the Adviser to
the Fund with respect to the previous fiscal year shall equal the Excess Amount.
2. TERM; TERMINATION. The term ("Term") of the Applicable Expense Limit under
this Agreement shall begin on January 1, 2004 and end on April 30, 2004. The
Term of this Agreement may be continued from year to year thereafter provided
each such continuance is specifically approved by each of the parties hereto,
including with respect to the Fund a majority of the non-interested trustees of
the Fund; PROVIDED, HOWEVER, that no party shall be obligated to extend the term
of this Agreement. This Agreement shall terminate automatically with respect to
the Fund and to the Adviser upon the termination of the Advisory Agreement or
the Administration Agreement.
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3. MISCELLANEOUS.
3.1 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.
3.2 INTERPRETATION. Nothing herein contained shall be deemed to require
the Fund to take any action contrary to the Fund's declaration of trust or
bylaws, or any applicable statutory or regulatory requirement to which it is
subject or by which it is bound, or to relieve or deprive the Fund's Board of
Trustees of its responsibility for and control of the conduct of the affairs of
the Fund.
3.3 DEFINITIONS. Any question of interpretation of any term or
provision of this Agreement, including but not limited to the advisory or
management 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 Advisory Agreement or the 1940 Act, shall have the same
meaning as and be resolved by reference to such Agreement or the 1940 Act and to
interpretations thereof, if any, by the United States Courts or in the absence
of any controlling decision of any such Court, by rules, regulations or orders
of the Securities and Exchange Commission ("SEC") issued pursuant to the 1940
Act. In addition, if the effect of a requirement of the 1940 Act reflected in
any provision of this Agreement is revised by rule, regulation or order of the
SEC, that provision will be deemed to incorporate the effect of that rule,
regulation or order. Otherwise the provisions of this Agreement will be
interpreted in accordance with the substantive laws of the State of New York.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers as of the day and year first above written.
WPG LARGE CAP GROWTH FUND
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By: Xxxxxx X. Xxxxxxx
Its: Vice President and Secretary
ROBECO USA, L.L.C.
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By: Xxxxxx X. Xxxxxxx
Its: Managing Director
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