EXHIBIT 9(d)
FORM OF EXPENSE LIMITATION AGREEMENT BY AND
BETWEEN THE XXX XXXXXXX TRUST AND
HOLLAND CAPITAL MANAGEMENT
FORM OF
EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT made as of the ____ day of ____________, 1996,
by and between The Xxx Xxxxxxx Trust, a Delaware business trust (the "Trust"),
on behalf of its sole series, the Growth Fund (the "Fund"), and Holland Capital
Management, L.P., a Delaware limited partnership (the "Investment Manager").
W I T N E S S E T H
WHEREAS, the Trust, on behalf of the Fund, and the Investment Manager have
entered into an Investment Management and Administration Agreement, dated
______________, 1996, (the "Management Agreement") pursuant to which the
Investment Manager will render investment management and administration services
to the Fund for compensation based on the value of the average daily net assets
of the Fund; and
WHEREAS, the Trust and the Investment Manager have determined that it is
appropriate and in the best interests of the Fund and its shareholders to
maintain Fund expenses at a level below that to which the Fund would normally be
subject during the first year of its operation.
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMIT.
1.1. LIMITATION. To the extent that the aggregate expense of every
character incurred by the Fund during the first year of its operation, including
but not limited to investment management and administration fees of the
Investment Manager (but excluding interest, taxes, brokerage commissions, and
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) ("Fund Operating Expenses"), exceeds the
"Expense Limit," which is the lower of (i) the lowest applicable limit actually
enforced by any state in which the Fund's shares are qualified for sale or (ii)
1.35% of the average daily net assets of the Fund, such excess amount ("Excess
Amount") shall be the liability of the Investment Manager.
1.2. METHOD OF COMPUTATION. To determine the Investment Manager's
liability for the Excess Amount, the Fund Operating Expenses shall be annualized
monthly as of the last day of the month. If the annualized Fund Operating
Expenses for any month exceed 1/12th of the Expense Limit, the Investment
Manager shall first waive or reduce its investment management and administration
fee for such month, as appropriate, to the extent necessary to pay such Excess
Amount. In the event the Excess Amount exceeds the amount of the investment
management and administration fee for such month, the Investment Manager, in
addition to waiving its entire investment management and administration fee for
such month, shall also remit
to the Fund the difference between the Excess Amount and the amount due as the
investment management and administration fee.
2. TERMINATION OF AGREEMENT. This Agreement shall continue in effect for
a period of one year from the date of execution and may be terminated thereafter
by either party hereto, without payment of any penalty, upon 90 days' prior
notice in writing to the other party at its principal place of business;
provided that, in the case of termination by the Trust, such action shall be
authorized by resolution of the Board of Trustees of the Trust.
3. MISCELLANEOUS.
3.1. NOTICES. Any notice under this Agreement shall be given in
writing, addressed and delivered, or mailed postpaid, (a) if to the Investment
Manager, to Holland Capital Management, L.P., Suite 3260, 00 Xxxx Xxxxxx Xxxxx,
Xxxxxxx, Xxxxxxxx 00000, and (b) if to the Trust, at the foregoing office of
the Investment Manager.
3.2. 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.
3.3. INTERPRETATION. Nothing herein contained shall be deemed to
require the Trust to take any action contrary to its Declaration of Trust or By-
Laws, or any applicable statutory or regulatory requirement to which it is
subject or by which it is bound, or to relieve or deprive the Board of Trustees
of its responsibility for and control of the conduct of the affairs of the
Trust.
3.4. DEFINITIONS. Any question of interpretation of any term or
provision of this Agreement, including but not limited to the investment
management and administration 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 Management Agreement, shall have the same meaning as
and be resolved by reference to such Agreement.
3.5. GOVERNING LAW. Except insofar as the 1940 Act or other federal
laws and regulations may be controlling, this Agreement shall be governed by,
and construed and enforced in accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized, as of the day and year
first above written.
ATTEST: THE XXX XXXXXXX TRUST
ON BEHALF OF THE GROWTH FUND
By:
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ATTEST: HOLLAND CAPITAL MANAGEMENT, L.P.
By:
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