THIRD AMENDMENT TO EXPENSE LIMITATION AGREEMENT
This Third Amendment ("Amendment") to the Expense Limitation Agreement
("Agreement") dated as of July 9, 2002 between ICON Funds, a Massachusetts
business trust (the "Trust") and ICON Advisers, Inc. ("ICON Advisers"), a
Colorado corporation and is effective as of January 29, 2004.
Pursuant to the terms of the Agreement, ICON Advisers had previously agreed to
pay expenses related to Class C and Class I shares of the ICON Bond Fund, ICON
Covered Call Fund, ICON Equity Income Fund and ICON Long/Short Fund (the
"Funds") to the extent that Total Fund Operating Expenses of each class of the
Funds exceeded the limits set forth in Schedule A to the Agreement.
The ICON Funds Board of Trustees authorized the issuance of an additional class
of shares of the Funds on November 14, 2003 which have been designated Class Z
shares. ICON Advisers has also agreed to pay expenses related to Class Z shares
of the Funds to the extent that Total Fund Operating Expenses of Class Z exceed
certain limits.
Accordingly, ICON Advisers and the Trust hereby amend Schedule A to the
Agreement as follows to include the expense limitations applicable to Class Z of
each of the Funds:
SCHEDULE A
As amended January 29, 2004
Expense Limit
Fund Name Class C Class I Class Z
ICON Bond Fund 1.90% 1.30% 1.05%
ICON Covered Call Fund 2.20% 1.45% 1.20%
ICON Equity Income Fund 2.20% 1.45% 1.20%
ICON Long/Short Fund 2.30% 1.55% 1.25%
All other terms of the Agreement shall remain in full force and effect.
This Amendment has been executed as of the date set forth above by a duly
authorized officer of each party.
ICON FUNDS ICON ADVISERS, INC.
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President & CFO Title: Vice President