Appendix B ADVISORY FEE WAIVER AGREEMENT
Appendix B
This agreement is made as of the 11th day of May, 2020 by and between XXXXXXX & XXXXXX FUND, INC., a Maryland Corporation (the “Fund”), and XXXXXXX & XXXXXX ADVISORS, LLC, a Delaware Corporation (the “Advisor”), with respect to the following:
WHEREAS, the Advisor serves as the investment advisor to certain series of the Fund listed on Schedule A (each, a “Series”), pursuant to an interim Investment Advisory Agreement with respect to the Rainier International Discovery Series and an interim Investment Advisory Agreement with respect to each other Series, each dated April 17, 2020 (each, an “Interim Advisory Agreement”);
WHEREAS, the Advisor and the Fund, on behalf of the Series, will enter into a new Investment Advisory Agreement with respect to the Rainier International Discovery Series and a new Investment Advisory Agreement with respect to each other Series, each to be effective upon shareholder approval (each, a “New Advisory Agreement”);
WHEREAS, pursuant to each Interim Advisory Agreement and each New Advisory Agreement (each, an “Advisory Agreement”), the Advisor provides, or will provide, investment advisory services to each Series for compensation based on the value of the average daily net assets of the Series; and
WHEREAS, the Fund and the Advisor desire to enter into a contractual fee waiver arrangement with respect to the Class W shares of the Series.
NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:
1. The Advisor agrees to waive the advisory fee payable to it by the Class W shares of the Series pursuant to each Advisory Agreement. For the avoidance of doubt, this Agreement does not impact the advisory fee payable to the Advisor by any class of shares of the Series other than the Class W shares of the Series.
2. This Agreement will remain in effect from year to year unless terminated as provided herein. This Agreement cannot be terminated by the Advisor without the approval of the Fund’s Board of Directors.
3. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Investment Company Act of 1940, as amended (the “1940 Act”) shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission (“SEC”) issued pursuant to said Act. In addition, where the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order. Otherwise the provisions of this Agreement shall be interpreted in accordance with the laws of Maryland.
4. This Agreement may be amended only by a written instrument signed by each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers as of the day and year first above written.
| XXXXXXX & XXXXXX FUND, INC. |
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| On behalf of each of its Series |
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| listed on Schedule A hereto |
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| By: |
/s/ Xxxxxxxxx Xxxxx |
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| Name: |
Xxxxxxxxx Xxxxx |
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| Title: Corporate Secretary |
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| XXXXXXX & XXXXXX ADVISORS, LLC |
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| By: |
/s/ Xxxxx X. Xxxxxx |
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| Name: |
Xxxxx X. Xxxxxx |
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| Title: Corporate Secretary |
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SCHEDULE A
Series
Core Bond Series Class W
Credit Series Class W
Disciplined Value Series Class W
Diversified Tax Exempt Series Class W
Equity Series Class W
High Yield Bond Series Class W
New York Tax Exempt Series Class W
Overseas Series Class W
Pro-Blend Conservative Term Series Class W
Pro-Blend Moderate Term Series Class W
Pro-Blend Extended Term Series Class W
Pro-Blend Maximum Term Series Class W
Rainier International Discovery Series Class W
Real Estate Series Class W
Unconstrained Bond Series Class W
