FEE WAIVER AGREEMENT
Xxxx Xxxxx Fund Adviser, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Xxxx Xxxxx Xxxxxxx Street Trust, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Global Opportunities Bond Fund- Fee Waiver and Expense Cap Agreement
Ladies and Gentlemen:
Xxxx Xxxxx Fund Adviser, Inc. ("LMFA") hereby agrees that it or an
affiliate will waive its compensation (and, to the extent necessary, bear other
expenses) through July 31, 2008, to the extent that expenses of the Global
Opportunities Bond Fund (the "Fund") (exclusive of taxes, interest, brokerage
and extraordinary expenses) would exceed an annual rate of 0.65% for
Institutional Class and 0.90% for Financial Intermediary Class.
For purposes of determining any such waiver or expense reimbursement,
expenses of a class of the Fund shall not reflect the application of any
custodial, transfer agency or other credits or expense offset arrangements that
may reduce the portfolio's expenses or arrangements with any broker-dealer to
apply a portion of the commission or xxxx-up on any portfolio trade to the
payment of any of the portfolio's other expenses.
If on any day during which LMFA is the investment manager, the
estimated annualized operating expenses of the Fund for that day are less than
the operating expense limit described above, LMFA shall be entitled to
reimbursement by the Fund of the investment management fees waived or reduced
and other payments remitted by LMFA on behalf of the Fund pursuant to this
expense limitation (the "Reimbursement Amount") during any of the previous
thirty-six (36) months, to the extent that the Fund's annualized operating
expenses plus the amount so reimbursed is less than or equals, for such day, the
operating expense limit provided for above, provided that such amount paid to
LMFA will in no event exceed the total Reimbursement Amount and will not include
any amounts previously reimbursed.
In addition, Brandywine Global Investment Management, LLC
("Brandywine") hereby agrees with LMFA and the Fund that it will waive its
compensation or bear expenses with respect to the Fund in proportion to the
portion of the management fee that it receives from LMFA prior to waivers. As an
illustration, if Brandywine receives 90% of the total management fee paid by the
Fund, then Brandywine will bear 90% of any waiver of compensation or expense
reimbursement.
In the event the Fund is reorganized, merged or combined with another
fund, the parties will consider the impact that such transaction will have on
their respective obligations hereunder, including without limitation LMFA's
obligation to waive its compensation and any potential obligation the Fund may
have to reimburse LMFA for any Reimbursement Amounts.
We understand that you will rely on this agreement in accruing the
Fund's expenses for purposes of calculating its net asset value per share, and
for other purposes, in the preparation and filing of the Securities and Exchange
Commission Form N-1A Registration Statement for the Fund, and we expressly
permit you to do so.
Xxxx Xxxxx Fund Adviser, Inc. Brandywine Global Investment Management, LLC
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxxxx Xxxxx Xxxxxxx
Vice President and Treasurer Managing Director
Agreed and Accepted:
Xxxx Xxxxx Xxxxxxx Street Trust, Inc.
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
Vice President and Chief Financial Officer
