OPERATING EXPENSES AGREEMENT
AGREEMENT made this 12th day of September 2002, between Optimum QTM Funds,
a Delaware business trust (the "Trust"), on behalf of each series of the Trust
(a "Fund" or the "Funds"), and MDT Advisers, a division of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, LLC, a _________ limited liability company (the "Adviser").
WHEREAS, the Adviser has entered into an Investment Advisory Agreement with
the Trust, dated September 12, 2002 pursuant to which the Adviser provides, or
arranges for the provision of, investment Advisory and management services to
each Fund, and for which it is compensated based on the average daily net assets
of each such Fund; and
WHEREAS, the Trust and the Adviser have determined that it is appropriate
and in the best interests of each Fund and its shareholders to limit the total
expenses of each Fund of the Trust as listed on Schedule A of the Investment
Advisory Agreement between the Trust and the Adviser, as may be amended from
time to time;
NOW, THEREFORE, the parties hereto agree as follows:
1. Expense Waiver and Reimbursement by the Adviser. The Adviser agrees to
reduce all or a portion of its management fee and, if necessary, to
bear certain other expenses (to the extent permitted by the Internal
Revenue Code of 1986, as amended) associated with operating the Funds
to the extent necessary to limit the annualized expenses of each Fund
to the rates reflected in Schedule A to this Agreement.
2. Duty of Fund to Reimburse. Subject to approval by the Board of
Trustees of the Trust, the Trust, on behalf of the applicable Fund,
agrees to reimburse the Adviser on a monthly basis such reduced or
waived management fees, and any expenses borne pursuant to paragraph
1, in later periods; provided, however, that a Fund is not obligated
to reimburse any such reduced or waived management fees, or expenses
borne pursuant to paragraph 1, more than three years after the end of
the fiscal year in which the fee was reduced or waived or the expense
was borne. The Trust's Board of Trustees shall review quarterly any
reimbursement paid to the Adviser with respect to any Fund in such
quarter.
3. Assignment. No assignment of this Agreement shall be made by the
Adviser without the prior consent of the Trust.
4. Duration and Termination. This Agreement shall be effective for the
period from September 12, 2002 through November 30, 2003, and shall
continue in effect from year to year thereafter upon mutual agreement
of the Trust and the Adviser. This Agreement shall automatically
terminate upon the termination of the Investment Advisory Agreement
between the Adviser and the Trust.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first-above written.
OPTIMUM QTM FUNDS MDT ADVISERS,
a division of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLC
By:/s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: President Title: President
SCHEDULE A
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Fund Expense Cap
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Optimum Q - All Cap Core Fund 1.50 %
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Optimum Q - Balanced Growth Fund 1.50 %
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Optimum Q - Capital Conservation Fund 0.95 %
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