EX-99.(d2)
EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT ("Agreement"), effective as of January 1,
2005, by and between the Xxxxxx Xxxx Global Equity Fund Inc. (formerly, The
European Warrant Fund, Inc.), a Maryland Corporation (the "Global Equity Fund"),
and Xxxxxx Xxxx Investment Management, LLC, a corporation organized under the
laws of the State of Delaware (the "Adviser").
W I T N E S S E T H:
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WHEREAS, the Global Equity Fund and the Adviser have entered into an
Investment Advisory Agreement, effective July 1, 2004 ("Advisory Agreement"),
pursuant to which the Adviser renders investment management services to the
Global Equity Fund for compensation based on the value of the average daily net
assets of the Global Equity Fund; and
WHEREAS, the Global Equity Fund and the Adviser have determined that it
is appropriate and in the best interests of the Global Equity Fund and its
shareholders to maintain Global Equity Fund expenses at a level below that to
which the Global Equity Fund would normally be subject during the term of this
Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMIT.
1.1. LIMITATION. To the extent that the aggregate expense of
every character incurred by the Global Equity Fund during the term of
this Agreement including, but not limited to, investment management
fees of the Adviser (but excluding interest, taxes, brokerage
commissions, and other expenditures which are capitalized in accordance
with generally accepted accounting principles, and other extraordinary
expenses not incurred in the ordinary course of the Global Equity
Fund's business) ("Fund Operating Expenses"), exceeds the "Expense
Limit," which is 1.40% and 1.15% of the average daily net assets of the
Class A and Class I shares, respectively of the Global Equity Fund,
such excess amount ("Excess Amount") shall be the liability of the
Adviser.
1.2. METHOD OF COMPUTATION. To determine the Adviser's
liability for the Excess Amount, at each month end the fiscal year to
date Fund Operating Expenses accrued shall be compared with the fiscal
year to date Expense Limit. If at the end of any month the Fund
Operating Expenses exceed the Expense Limit, the Adviser shall first
waive or reduce its investment management fee for such month, as
appropriate, to the extent necessary to pay such Excess Amount. In the
event the Excess Amount exceeds the amount of the investment management
fee for such month, the Adviser, in addition to waiving its entire
investment management fee for such month, shall also remit to the
Global Equity Fund the difference between the Excess Amount and the
amount due as the investment management fee.
1.3. YEAR-END ADJUSTMENT. If necessary, on or before the last
day of the first month following the termination of this Agreement, or
as soon as practicable thereafter, an adjustment payment shall be made
by the appropriate party in order to ensure that
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the actual Fund Operating Expenses for the period covered by this
Agreement (including any reimbursement payments made under Section 2 of
this Agreement) do not exceed the Expense Limit.
2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.
2.1. REIMBURSEMENT. If, in any year in which the Advisory
Agreement remains in effect, estimated aggregate Fund Operating
Expenses for the fiscal year are less than the Expense Limit for that
year, the Adviser shall be entitled to reimbursement by the Global
Equity Fund, in whole or in part as provided below, of the investment
management fees waived or reduced, and other payments remitted by the
Adviser to the Global Equity Fund pursuant to Section 1 hereof. The
total amount of reimbursement to which the Adviser may be entitled
("Reimbursement Amount") shall equal, at any time, the sum of all
investment management fees waived or reduced by the Adviser, and all
other payments, if any, remitted by the Adviser to the Global Equity
Fund pursuant to Section 1 hereof, commencing with the effective date
of this Agreement and continuing through each of the next three (3)
fiscal years, less any reimbursement paid from time to time by the
Global Equity Fund to the Adviser pursuant to this Agreement with
respect to such waivers, reductions, and payments. The Reimbursement
Amount, and any portion thereof, shall not include any additional
charges or fees whatsoever including, but not limited to, interest
accruable on the Reimbursement Amount.
2.2. METHOD OF COMPUTATION. To determine the amount of the
Global Equity Fund's payment, if any, to reimburse the Adviser for the
Reimbursement Amount, at each month end the fiscal year to date Fund
Operating Expenses accrued shall be compared with the fiscal year to
date Expense Limit. If at the end of any month the Fund Operating
Expenses are less than the Expense Limit, the Global Equity Fund shall
pay to the Adviser an amount sufficient to increase the annualized Fund
Operating Expenses to an amount no greater than the Expense Limit,
provided that such amount paid to the Adviser will in no event exceed
the Reimbursement Amount.
2.3. YEAR-END ADJUSTMENT. If necessary, on or before the last
day of the first month of each succeeding fiscal year, or as soon as
practicable thereafter, an adjustment payment shall be made by the
appropriate party in order to ensure that the actual Fund Operating
Expenses for the prior fiscal year (including any reimbursement
payments made hereunder with respect to such fiscal year) do not exceed
the Expense Limit.
3. TERMINATION OF AGREEMENT. This Agreement shall continue in effect
until the earlier of (a) the termination of the Advisory Agreement; or
(b) February 28, 2006.
4. MISCELLANEOUS.
4.1. NOTICES. Any notice under this Agreement shall be given
in writing, addressed and delivered, or mailed postpaid, (a) if to the
Adviser, to Xxxxxx Xxxx Investment Management, LLC, 000 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000; and (b) if to the Global Equity Fund, at the
foregoing office of the Adviser.
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4.2. 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.
4.3. INTERPRETATION. Nothing herein contained shall be deemed
to require the Global Equity Fund to take any action contrary to its
Articles of Incorporation 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 Board of Directors of its responsibility
for and control of the conduct of the affairs of the Global Equity
Fund.
4.4. DEFINITIONS. Any question of interpretation of any term
or provision of this Agreement including, but not limited to, the
investment management 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, shall
have the same meaning as and be resolved by reference to such Advisory
Agreement.
4.5. AMENDMENT. This Agreement may be amended or modified only
upon the written consent of the parties hereto.
4.6. GOVERNING LAW. Except insofar as the Investment Company
Act of 1940, as amended, or other federal laws and regulations may be
controlling, this Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York.
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.
Xxxxxx Xxxx Global Equity Fund, Inc.
By: ______________________________________
Title: ___________________________________
Xxxxxx Xxxx Investment Management, LLC
By: ______________________________________
Title: ___________________________________
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