EXHIBIT 23(h)(2)
EXPENSE LIMITATION AGREEMENT
This Agreement, dated as of June 3, 2002, is made and entered into by and
between AXA ▇▇▇▇▇▇▇▇▇ Investment Management LLC (the "Adviser") and ▇▇▇▇
▇▇▇▇▇▇▇▇▇ Series Trust (the "Trust") on behalf of each series of the Trust
listed on SCHEDULE A hereto, as may be amended from time to time (each a "Fund"
and, collectively, the "Funds").
WHEREAS, the Trust is a Massachusetts business trust and is registered
under the Investment Company Act of 1940 (the "1940 Act") as an open-end
management investment company of the series type, and each Fund is a series of
the Trust.
WHEREAS, the Trust on behalf of each Fund and the Adviser have entered into
Management Contracts dated, for each Fund, as set forth on SCHEDULE A (each a
"Management Agreement"), pursuant to which the Adviser provides investment
management services to each Fund for compensation based on the value of the
average daily net assets of each Fund; and
WHEREAS, the Trust and the Adviser have determined that it is
appropriate and in the best interest of each Fund and its shareholders to
maintain the expenses of each Fund at a level below the level to which each Fund
may normally be subject.
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION AND WAIVER. Until further notice from the Adviser
to the Trust and in any event through March 31, 2004, the Adviser
agrees that, to the extent that ordinary operating expenses incurred
by a Fund in any fiscal year, including but not limited to investment
advisory fees of the Adviser, but excluding nonrecurring account fees,
extraordinary expenses, dividends on securities sold short, service
fees, subtransfer agency and subaccounting fees and distribution and
shareholder service fees (the "Fund Operating Expenses"), exceed the
Expense Limit for each Fund as set forth on SCHEDULE A, such excess
amount will be the liability of the Adviser.
2. REIMBURSEMENT. If on any month during which the Management Agreement
for a particular Fund is in effect, the estimated annualized Fund
Operating Expenses of such Fund for that month are less than the
Expense Limit for such Fund as set forth on SCHEDULE A, the Adviser
shall be entitled to reimbursement by such Fund of the investment
advisory fees waived or reduced and other payments remitted to such
Fund pursuant to Section 1 hereof (the "Reimbursement Amount"), to the
extent that such Fund's annualized Fund Operating Expenses plus the
amount so reimbursed equals, for such month, the Expense Limit for
such Fund as set forth in SCHEDULE A, PROVIDED that such reimbursement
may be paid, in each case, only during the fiscal year in which the
waiver, reduction or other payment was made or during the following
two fiscal years, and FURTHER PROVIDED that such amount paid to the
Adviser, together with all other amounts reimbursed to the Adviser
pursuant to this agreement during the fiscal year in which such amount
is paid, will in no event exceed the total Reimbursement Amount.
3. YEAR-END ADJUSTMENT. If necessary, on or before the last day of the
first month of the Trust's fiscal year, an adjustment payment shall be
made by the appropriate party in order that the actual Fund Operating
Expenses of a particular Fund for the prior fiscal year (including any
reimbursement payments hereunder with
respect to such fiscal year) do not exceed the Expense Limit for such
Fund as set forth on SCHEDULE A.
4. TERM AND TERMINATION. This Agreement will automatically terminate with
respect to a particular Fund upon termination of the Management
Agreement between such Fund and the Adviser. This Agreement may be
terminated by the Trust or, after March 31, 2004, by the Adviser,
without payment of any penalty upon sixty (60) days' prior written
notice to the other party at its principal place of business. After
March 31, 2004, the Adviser may, by sixty (60) days' prior written
notice to the Trust, change, with respect to one or more Funds, the
Expense Limit set forth on SCHEDULE A.
5. CAPTIONS. The captions in this Agreement are included for convenience
of reference and in no other way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
6. INTERPRETATION. Nothing herein contained shall be deemed to require
the Trust or the Funds to take any action contrary to the Trust's
Declaration of Trust or Bylaws, each as in effect from time to time,
or any applicable statutory or regulatory requirement, including
without limitation any requirements under the 1940 Act, to which it is
subject or by which it is bound, or to relieve or deprive the Trust's
Board of Trustees of its responsibility for or control of the conduct
of the affairs of the Trust or the Funds.
7. DEFINITIONS. Any question of interpretation of any term or provision
of this Agreement having a counterpart in or otherwise derived from
the terms and provisions of a Management Agreement or the 1940 Act,
shall have the same meaning as and be resolved by reference to such
Management Agreement or the 1940 Act.
8. AMENDMENT. This Agreement may be amended only by a written instrument
signed by each of the parties hereto.
A copy of the Agreement and Declaration of Trust of the Trust, as amended,
is on file with the Secretary of The Commonwealth of Massachusetts and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually, and that the obligations of or arising
out of this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the Trust.
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.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ SERIES TRUST, AXA ▇▇▇▇▇▇▇▇▇ Investment Management LLC
On behalf of each of its Funds
listed on SCHEDULE A hereto
BY: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇
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Title: President Title: Chief Executive Officer
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SCHEDULE A
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DATE OF MANAGEMENT
CONTRACT EXPENSE LIMIT
AXA ▇▇▇▇▇▇▇▇▇ U.S. SMALL CAPITALIZATION 12/30/98 1.15%
FUND
AXA ▇▇▇▇▇▇▇▇▇ INTERNATIONAL SMALL 12/30/98 1.50%
CAPITALIZATION FUND
AXA ▇▇▇▇▇▇▇▇▇ VALUE MARKET NEUTRAL FUND 12/30/98 1.75%
AXA ▇▇▇▇▇▇▇▇▇ SELECT SECTORS MARKET 12/30/98 1.25%
NEUTRAL FUND
AXA ▇▇▇▇▇▇▇▇▇ ENHANCED 500 FUND 2/28/00 0.75%
AXA ▇▇▇▇▇▇▇▇▇ INTERNATIONAL EQUITY FUND 2/28/00 1.35%
AXA ▇▇▇▇▇▇▇▇▇ MULTI-STRATEGY MARKET 2/28/00 1.50% UNTIL FUND GOES GLOBAL
NEUTRAL FUND THEN 2.00%
AXA ▇▇▇▇▇▇▇▇▇ U.S. DISCOVERY FUND 12/1/00 1.15%
7/9/01 1.25%
AXA ▇▇▇▇▇▇▇▇▇ EUROPEAN FUND
AXA ROSENBERG U.S. LARGE CAPITALIZATION 3/27/02 1.00%
FUND
AXA ▇▇▇▇▇▇▇▇▇ U.S. MARKET NEUTRAL FUND 3/27/02 1.50%
Dated: June 3, 2002
