Ex99.(h)(iii)
GAMNA SERIES FUNDS, INC.
EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT, dated as of July 21, 1999, by
and between Groupama Asset Management N.A. ("Groupama") and GAMNA Series Funds,
Inc. (the "Company"), on behalf of each portfolio of the Company set forth in
Schedule A (each a "Portfolio", and collectively, the "Portfolios").
WHEREAS, the Company is a Maryland corporation and is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end management investment company; and
WHEREAS, the Company and Groupama have entered into an
Investment Advisory Agreement (the "Advisory Agreement"), pursuant to which
Groupama will render investment advisory services to each Portfolio for
compensation based on the value of the average daily net assets of each such
Portfolio; and
WHEREAS, the Company and Groupama have determined that it is
appropriate and in the best interests of each Portfolio and its shareholders to
maintain certain expenses of each Portfolio at a level below the level to which
each such Portfolio would normally be subject.
NOW, THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION.
1.1 APPLICABLE EXPENSE LIMIT. To the extent that the aggregate
expenses incurred by a Portfolio ("Portfolio Operating Expenses") in any one
year period beginning on July 21, 1999 (each, an "Applicable Year") exceed the
Operating Expense Limit, as defined in Section 1.2 below, such excess amount
(the "Excess Amount") shall be the liability of Groupama.
1.2 OPERATING EXPENSE LIMIT. The Operating Expense Limit in
any Applicable Year shall be as set forth in Schedule A as to each Portfolio, or
such other rate as may be agreed to in writing by the parties.
1.3 METHOD OF COMPUTATION. To determine Groupama's liability
with respect to the Excess Amount, each month the Portfolio Operating Expenses
for each Portfolio shall be annualized for the Applicable Year as of the last
day of the month. If such annualized Portfolio Operating Expenses for any month
of a Portfolio exceed the Operating Expense Limit of such Portfolio, Groupama
shall first waive or reduce its investment advisory management fee for such
month by an amount sufficient to reduce the annualized Portfolio Operating
Expenses for the Applicable Year to an amount no higher than the Operating
Expense Limit. If the amount of the waived or reduced investment advisory fee
for any such month is insufficient to pay the Excess Amount, Groupama may also
remit to the appropriate Portfolio or Portfolios an amount that, together with
the waived or reduced advisory fee, is sufficient to pay such Excess Amount.
1.4 YEAR-END ADJUSTMENT. If necessary, on or before the last
day of the first month of each Applicable Year, an adjustment payment shall be
made by the appropriate party in order that the amount of the advisory fees
waived or reduced and other payments remitted by Groupama to the Portfolio or
Portfolios with respect to the previous Applicable Year shall equal the Excess
Amount.
2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.
2.1 REIMBURSEMENT. If in any Applicable Year during which the
Advisory Agreement is still in effect, the estimated aggregate Portfolio
Operating Expenses of such Portfolio for the Applicable Year are less than the
Operating Expense Limit for that Applicable Year, subject to quarterly approval
by the Company's Board of Directors as provided in Section 2.2 below, Groupama
shall be entitled to reimbursement by such Portfolio, in whole or in part as
provided below, of the advisory fees waived or reduced and other payments
remitted by Groupama to such Portfolio pursuant to Section 1 hereof. The total
amount of reimbursement to which Groupama may be entitled (the "Reimbursement
Amount") shall equal, at any time, the sum of all investment advisory fees
previously waived or reduced by Groupama and all other payments remitted by
Groupama to the Portfolio, pursuant to Section 1 hereof, during any of the
previous two (2) Applicable Years, less any reimbursement previously paid by
such Portfolio to Groupama, pursuant to Sections 2.2 or 2.3 hereof, with respect
to such waivers, reductions, and payments. The Reimbursement Amount shall not
include any additional charges or fees whatsoever, including, e.g., interest
accruable on the Reimbursement Amount.
2.2 BOARD APPROVAL. No reimbursement shall be paid to Groupama
pursuant to this provision unless the Company's Board of Directors has
determined that the payment of such reimbursement is in the best interests of
the Portfolio or Portfolios and their shareholders. The Company's Board of
Directors shall determine quarterly in advance whether any reimbursement may be
paid to Groupama for the relevant succeeding quarterly period.
2.3 METHOD OF COMPUTATION. To determine each Portfolio's
payments, if any, to reimburse Groupama for the Reimbursement Amount, each month
the Portfolio Operating Expenses of each Portfolio shall be annualized for the
Applicable Year as of the last day of the month. If such annualized Portfolio
Operating Expenses of a Portfolio for any month are less than the Operating
Expense Limit of such Portfolio, such Portfolio, only with the prior approval of
the Board, shall pay to Groupama an amount sufficient to increase the annualized
Portfolio Operating Expenses of that Portfolio to an amount no greater than the
Operating Expense Limit of that Portfolio, provided that such amount paid to
Groupama will in no event
exceed the total Reimbursement Amount. In the event the Operating Expense Limit
for a Portfolio is increased subsequent to an Applicable Year in which Groupama
becomes entitled to reimbursement hereunder for fees waived or reduced or
amounts otherwise remitted to that Portfolio, the amount available to reimburse
Groupama in accordance with this Section 2.3 shall be calculated by reference to
the Operating Expense Limit for that Portfolio in effect at the time Groupama
became entitled to receive such reimbursement, rather than the subsequently
increased Operating Expense Limit for that Portfolio.
2.4 YEAR-END ADJUSTMENT. If necessary, on or before the last
day of the first month of each Applicable Year, an adjustment payment shall be
made by the appropriate party in order that the actual Portfolio Operating
Expenses of a Portfolio for the prior Applicable Year (including any
reimbursement payments hereunder with respect to such Applicable Year) do not
exceed the Operating Expense Limit.
3. TERM AND TERMINATION OF AGREEMENT.
This Agreement shall continue in effect until July 20, 2002
and from year to year thereafter provided such continuance is specifically
approved by a majority of the Directors of the Company who (i) are not
"interested persons" of the Company 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 ("Non-Interested Directors"). Nevertheless,
this Agreement may be terminated by either party hereto, without payment of any
penalty, upon 90 days' prior written notice to the other party at its principal
place of business; provided that, in the case of termination by the Company,
such action shall be authorized by resolution of a majority of the
Non-Interested Directors of the Company or by a vote of a majority of the
outstanding voting securities of the Company.
4. MISCELLANEOUS.
4.1 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.
4.2 INTERPRETATION. This Agreement shall be construed in
accordance with the laws of the State of New York. Nothing herein contained
shall be deemed to require the Company or any Portfolio to take any action
contrary to the Company's Declaration 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 Company's Board of Directors of its responsibility for
and control of the conduct of the affairs of the Company or the Portfolios.
4.3 DEFINITIONS. Any questions of interpretation of any term
or provision of this Agreement, including but not limited to the investment
advisory 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 Advisory Agreement or the 1940 Act, shall have the same
meaning as and be resolved by reference to such Advisory Agreement or the 1940
Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be signed by their respective officers thereunto duly authorized and their
respective corporate seals to be hereunto affixed, as of the day and year first
above written.
GAMNA SERIES FUNDS, INC.
ON BEHALF OF ITS PORTFOLIOS
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
President and CEO
GROUPAMA ASSET MANAGEMENT N.A.
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
SVP, Managing Director, and
Portfolio Manager
SCHEDULE A
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This Agreement relates to the following Operating Expense
Portfolios of the Company: Limit
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GAMNA FOCUS FUND 1.90% of NAV