Exhibit (d)(3)
EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 1st day of May,
2002 between SHORT-INTERMEDIATE INCOME FUND, INC., a Maryland Corporation (the
"Fund") and INVESTMENT COMPANY CAPITAL CORP., a Maryland corporation ("ICCC"),
with respect to the following:
WHEREAS, ICCC serves as the Fund's Investment Advisor (the "Advisor")
pursuant to an Investment Advisory Agreement dated June 4, 1999, (the
"Agreement").
NOW, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:
1. ICCC, in its capacity as the Fund's Advisor, agrees to waive
its fees and/ or reimburse expenses to the extent necessary so
that the ordinary annual operating expenses for each of the
classes set forth on Exhibit A, as may be amended from time to
time, do not exceed the percentage of average daily net assets
set forth on Exhibit A for the period May 1, 2002 through
April 30, 2003. For the purposes of this Agreement, ordinary
operating expenses for the Fund generally consist of costs not
specifically borne by the Advisor or the Fund's principal
underwriter, including investment advisory fees,
administration and services fees, fees for necessary
professional services, amortization of organizational expenses
and costs associated with regulatory compliance and
maintaining legal existence and shareholder relations, but
excluding: (a) transactions costs (such as brokerage
commissions and dealer and underwriter spreads); (b) interest
charges on fund borrowings; (c) taxes; (d) litigation and
indemnification costs; and (e) extraordinary expenses.
Extraordinary expenses are those that are unusual or expected
to recur only infrequently, including, but not limited to (i)
expenses of the reorganization, restructuring or merger of the
Fund or class or the acquisition of all or substantially all
of the assets of another fund or class; (ii) expenses of
holding, and soliciting proxies for, a meeting of shareholders
of the Fund or class (except to the extent relating to routine
items such as the election of trustees or the approval of
independent public accountants); and (iii) expenses of
converting to a new custodian, transfer agent or other service
provider.
2. This Agreement shall be effective as to the Fund as of the
date the Fund commences operations after this Agreement shall
have been approved by the Board of Directors of the Fund and,
unless sooner terminated as provided herein, shall continue in
effect as to the
Fund for the stated period and may be extended for another
period, provided such continuance is specifically approved at
least annually by the vote of a majority of the Board of
Directors of the Fund. Upon the termination of the Agreement,
this Agreement shall automatically terminate with respect to
the Fund.
3. Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived
from a term or provision of the Investment Company Act of
1940, as amended (the "1940 Act") shall be resolved by
reference to such term or provision of 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 said Act. In
addition, where 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, such provision shall be
deemed to incorporate the effect of such rule, regulation or
order. Otherwise the provisions of this Agreement shall be
interpreted in accordance with the laws of Maryland.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers as of the day and year first
above written.
SHORT-INTERMEDIATE INCOME FUND, INC.
Attest: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxx X. Xxxxxx
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Name: Xxxxxxx Xxxxxxxx Name: Xxx X. Xxxxxx
Title: Secretary
INVESTMENT COMPANY CAPITAL CORP.
Attest: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx
Title: President
EXHIBIT A
ORDINARY FUND OPERATING EXPENSES
FUND (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
Short-Intermediate Income Fund - Class A Shares 0.70%
Short-Intermediate Income Fund - Institutional Class 0.45%
