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Exhibit 99B(5)(F)
OPERATING EXPENSES AGREEMENT
THIS OPERATING EXPENSES AGREEMENT (the "Agreement") is effective as of
the 27th day of May, 1999, by and between TRAINER, XXXXXXX FIRST MUTUAL FUNDS, a
Delaware business trust (hereinafter called the "Trust"), on behalf of each
series of the Trust listed in APPENDIX A hereto, as may be amended from time to
time (hereinafter referred to individually as a "Fund" and collectively as the
"Funds"), and TRAINER, XXXXXXX & COMPANY, INC. a corporation organized under
the laws of the State of Delaware (hereinafter called the "Manager").
WITNESSETH:
WHEREAS, the Manager renders advice and services to the Funds pursuant
to the terms and provisions of an Investment Advisory Agreement between the
Trust and the Manager, dated April 29, 1999 (the "Investment Advisory
Agreement"); and
WHEREAS, the Funds are responsible for, and have assumed the obligation
for, payment of certain expenses pursuant to Subparagraph 7(b) of the Investment
Advisory Agreement that have not been assumed by the Manager; and
WHEREAS, the Manager desires to limit the Funds' respective Operating
Expenses (as that term is defined in Paragraph 2 of this Agreement) pursuant to
the terms and provisions of this Agreement, and the Trust (on behalf of the
Funds) desires to allow the Manager to implement those limits;
NOW, THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties hereto, intending to be legally
bound hereby, mutually agree as follows:
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1. LIMIT ON OPERATING EXPENSES. The Manager hereby agrees to limit each
Fund's Operating Expenses to the respective annual rate of total Operating
Expenses specified for that Fund in APPENDIX A of this Agreement.
2. DEFINITION. For purposes of this Agreement, the term "Operating
Expenses" with respect to a Fund is defined to include all expenses necessary or
appropriate for the operation of the Fund including the Manager's investment
advisory or management fee under Paragraph 7 of the Investment Advisory
Agreement, and other expenses described in Paragraph 6 of the Investment
Advisory Agreement, but does not include any Rule 12b-1 fees, front-end or
contingent deferred loads, taxes, interest, dividend expenses, brokerage
commissions, expenses incurred in connection with any merger or reorganization
or extraordinary expenses such as litigation.
3. REIMBURSEMENT OF FEES AND EXPENSES. The Manager, under Subparagraph
8 of the Investment Advisory Agreement, retains its right to receive
reimbursement of reductions of its investment management fee and Operating
Expenses paid by it that are not its responsibility under Paragraph 7 of the
Investment Advisory Agreement.
4. TERM. This Agreement shall become effective on the date specified
herein and shall remain in effect for a period of one (1) year, unless sooner
terminated as provided in Paragraph 5 of this Agreement. This Agreement shall
continue in effect thereafter for additional periods not exceeding one (1) year
so long as such continuation is approved for each Fund at least annually by the
Board of Trustees of the Trust (and separately by the disinterested Trustees of
the Trust).
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5. TERMINATION. This Agreement may be terminated at any time, and
without payment of any penalty, by either the Trust or by the Board of Trustees
of the Trust, on behalf of any one or more of the Funds, upon sixty (60) days'
written notice to the Manager. The Manager may decline to renew this Agreement
by written notice to the Trust at least thirty (30) days before its annual
expiration date.
6. ASSIGNMENT. This Agreement and all rights and obligations hereunder
may not be assigned without the written consent of the other party.
7. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute or rule, or shall be otherwise
rendered invalid, the remainder of this Agreement shall not be affected thereby.
8. CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction of effect.
9. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware without giving effect to the
conflict of laws principles thereof; provided that nothing herein shall be
construed to preempt, or to be inconsistent with, any federal law, regulation or
rule, including the Investment Company Act of 1940, as amended, and the
Investment Advisers Act of 1940, as amended, and any rules and regulations
promulgated thereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested by their duly authorized officers, all on the day and
year first above written.
TRAINER, XXXXXXX TRAINER, XXXXXXX & COMPANY, INC
FIRST MUTUAL FUNDS
By: ___________________________ By: ______________________________
Title: ________________________ Title: ____________________________
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APPENDIX A
FUND OPERATING EXPENSE LIMIT
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- First Mutual Funds n/a
- Trainer, Xxxxxxx Total Return Bond Fund 1.20%
- Trainer, Xxxxxxx California Intermediate Tax-Free Fund 0.75%
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