FORM OF EXPENSE WAIVER AND
REIMBURSEMENT AGREEMENT
AGREEMENT made this 29th day of November, 1999, between Battery Park
Funds, Inc., a Maryland corporation (hereinafter called "Corporation"), and
Nomura Corporate Research and Asset Management Inc., a Delaware corporation
(hereinafter called "NCRAM").
W I T N E S S E T H
WHEREAS, NCRAM has entered into an Investment Advisory Agreement with
the Corporation, pursuant to which NCRAM agrees to provide, or arrange for the
provision of, investment advisory and management services to the Corporation;
and
WHEREAS, the Corporation and NCRAM believe that capping the total
expenses of each class of shares of the Battery Park High Yield Fund (the
"Fund") of the Corporation will enable the Fund to target niches within the load
and no-load product market and will benefit the Fund;
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. EXPENSE WAIVER AND REIMBURSEMENT BY NCRAM. NCRAM agrees to reduce all or a
portion of its management fee and, if necessary, to bear certain other expenses
(including all expenses allocated pro-rata among the various classes of shares
of the Fund, and other expenses to the extent permitted by the Internal Revenue
Code of 1986, as amended) associated with operating the Fund to the extent
necessary to limit the Fund's annualized expenses to the annual rate of 1.25% of
average daily net assets for Class A shares and 1.00% of average daily net
assets for Class Y shares for the period from October 1, 1999 to September 30,
2000.
2. DUTY OF FUND TO REIMBURSE. Subject to approval by the Fund's Board of
Directors, the Fund agrees to reimburse NCRAM such deferred fees (but not
expenses borne) in later periods to the extent the Fund's expenses fall below
the annualized rates of 1.25% of average daily net assets for Class A shares and
1.00% of average daily net assets for Class Y shares; provided, however, that
the Fund is not obligated to pay any such deferred fees more than two years
after the end of the fiscal year in which the fee was deferred.
3. ASSIGNMENT. No assignment of this Agreement shall be made by NCRAM without
the prior consent of the Corporation.
4. DURATION AND TERMINATION. This Agreement shall be effective for the period
from October 1, 1999 to September 30, 2000, and shall continue in effect
thereafter unless terminated by either of the parties hereto upon written notice
to the other of not less than five (5) days. This Agreement shall automatically
terminate upon the termination of the Investment Advisory Agreement.
5. CHOICE OF LAW. This Agreement shall be construed in accordance with the laws
of New York.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
BATTERY PARK FUNDS, INC.
By___________________________________________
Name: Xxxxxx Xxxxxx
Title: President
NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC.
By___________________________________________
Name: Xxxxx Xxxxxx
Title: Managing Director
