EXHIBIT (D)(2)
EXPENSE LIMITATION AGREEMENT
BRYCE CAPITAL FUNDS
This EXPENSE LIMITATION AGREEMENT, effective as of June 28, 2004 is by
and between Bryce Capital Management, LLC (the "Advisor") and Bryce Capital
Funds (the "Trust"), on behalf of the Bryce Capital Growth Fund and the Bryce
Capital Value Fund, each a series of the Trust (each a "Fund" and collectively
the "Funds").
WHEREAS, the Trust is organized under Delaware Statutory Trust Law, and
is registered under the Investment Company Act of 1940 (the "1940 Act") as an
open-end management company of the series type; and
WHEREAS, the Trust, on behalf of the Funds, and the Advisor have
entered into an Investment Advisory Agreement (the "Advisory Agreement"),
pursuant to which the Advisor provides investment advisory services to the Funds
for compensation based on the value of the average daily net assets of each
Fund; and
WHEREAS, the Trust and the Advisor have determined that it is
appropriate and in the best interests of the Funds and their shareholders to
maintain the expenses of the Funds at a level below the level to which the Funds
might otherwise be subject;
NOW, THEREFORE, the parties to this Agreement acknowledge and agree to
the following:
1. Expense Limitation
1.1 Operating Expense Limit. The maximum Operating Expense Limit in any
year with respect to a Fund is 1.25% of the average daily net assets of the
Fund.
1.2 Applicable Expense Limit. To the extent that the aggregate expenses
incurred by a Fund in any fiscal year (referred to as "Fund Operating Expenses")
exceed the Operating Expense Limit, the excess amount ("Excess Amount") will be
the liability of the Advisor. Fund Operating Expenses may include, but are not
limited to, investment advisory fees of the Advisor. Fund Operating Expenses do
not include interest, taxes, brokerage commissions, other expenditures
capitalized in accordance with generally accepted accounting principles, other
extraordinary expenses not incurred in the ordinary course of the Fund's
business.
1.3 Method of Computation. To determine the Advisor's liability with
respect to the Excess Amount, each month the Fund Operating Expenses will be
annualized as of the last day of the month. If the annualized Fund Operating
expenses exceed the Operating Expense Limit of the Fund for the month, the
Advisor will remit to the Fund an amount sufficient to reduce the annualized
Fund Operating Expenses Limit.
1.4 Year-End Adjustment. If necessary, on or before the last day of the
first month of each fiscal year, an annual adjustment payment will be made by
the appropriate party in order that the amount of the investment advisory fees
waived or reduced by the Advisor, as well as other payments remitted by the
Advisor to the Fund with respect to adjustments made to the Fund Operating
Expenses for the previous fiscal year, shall equal the Excess Amount.
2. Reimbursement of Fee Waivers and Expense Reimbursements
2.1 Reimbursement. If during any quarter in which the Advisory
Agreement is still in effect, the estimated aggregate Fund Operating Expenses of
a Portfolio for the quarter are less than the Operating Expense Limit for that
quarter, the Advisor will be entitled to reimbursement of fees waived or
remitted by the Advisor to the Fund pursuant to Section 1 of this Agreement. The
total amount of reimbursement recoverable by the Advisor (the "Reimbursement
Amount") is the sum of all fees previously waived or remitted by the Advisor to
the Fund during any of the previous three (3) years, pursuant to Section l of
this Agreement, less any reimbursement previously paid by the Fund to the
Advisor with respect to any waivers, reductions, and payments made with respect
to the Fund, provided, that the amount payable to the Adviser pursuant to this
Section 2.1 is limited to not more than the difference between the Operating
Expense Limit for the quarter and the actual Fund Operating Expenses for that
quarter. The Reimbursement Amount shall not include fees waived and expenses
reimbursed prior to the date of this Agreement. In addition, the Reimbursement
Amount may not include any additional charges or fees, such as interest
accruable on the Reimbursement Amount.
2.2 Board Approval. No Reimbursement Amount will be paid to the Advisor
in any fiscal quarter unless the Trust's Board of Trustees has determined that a
reimbursement is in the best interest of the Fund and its shareholders. The
Trust's Board of Trustees will determine quarterly in advance whether any
Reimbursement Amount may be paid to the Advisor during the quarter.
3. Term and Termination of Agreement.
This Agreement will continue in effect until June 30, 2005 and from
year to year thereafter provided that each continuance is specifically approved
by a majority of the Trustees of the Trust who are not "interested persons" of
the Trust or any other party to this Agreement, as defined in the 1940 Act, and
(ii) have no direct or indirect financial interest in the operation of this
Agreement (the "Independent Trustees"). Nevertheless, this Agreement may be
terminated by either party to the Agreement, without payment of any penalty,
upon ninety (90) days prior written notice to the other party at its principal
place of business. Action to terminate the Agreement must be authorized by
resolution of a majority of the Independent Trustees of the Trust.
4. Miscellaneous.
4.1 Captions. The captions in this Agreement are included for
convenience of reference only and do not define or delineate any of the
provisions of the Agreement, or otherwise affect their construction or effect.
4.2 Interpretation. Nothing in this Agreement requires the Trust or the
Fund to take any action contrary to the Trust's Declaration of Trust, Bylaws, or
any applicable statutory or regulatory requirement to which the Trust or the
Fund is subject, nor does this Agreement relieve or deprive the Trust's Board of
Trustees of its responsibility for and control of the conduct of the affairs of
the Trust or the Fund.
4.3 Definitions. Any questions of interpretation of any term or
provision of this Agreement has the same meaning and is to be resolved by
reference to the 1940 Act and the Advisory Agreement between the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective duly authorized officers, and have caused their respective
corporate seals to be affixed to this Agreement as of the day and year first
above written.
BRYCE CAPITAL MANAGEMENT, LLC
By:
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Name: Xxxxxx Xxxxxxx
Title:
BRYCE CAPITAL FUNDS
By:
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Name:
Title:
