FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
THIS FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into as of the
24th day of January, 2011, by and between del Rey Global Investors Funds (the “Trust”) on behalf of
its series, the del Rey Monarch Fund (the “Fund”), and del Rey Global Investors, LLC (the
“Investment Adviser”), the investment adviser to the Fund.
RECITALS:
WHEREAS, the Trust, on behalf of the Fund, and the Investment Adviser are parties to an
investment advisory agreement (the “Advisory Agreement”),
dated as of January 14, 2011, pursuant to
which the Investment Adviser is entitled to receive compensation at the rate as set out in Schedule
B (the “Advisory Fee”) for its services to the Fund;
WHEREAS, the Investment Adviser desires to waive its Advisory Fee under the Advisory Agreement
and/or reimburse the expenses of the Fund presently existing or existing in the future to the
extent necessary to keep the Fund’s total annual fund operating expenses below the threshold set
forth herein; and
WHEREAS, shareholders of each Fund may benefit from the waiver and/or expense limitation by
incurring lower fund operating expenses than they would absent such waiver and/or fee
reimbursement.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, each of the parties hereto agrees as follows:
1. Waiver of Advisory Fee and/or Reimbursement of Fund Expenses
A. Applicable Expense Limit. To the extent that the aggregate expenses incurred by a
share class of the Fund net expenses (excluding (i) interest, taxes, brokerage fees and
commissions, and extraordinary charges, including, but not limited to, litigation costs; (ii)
expenses incurred indirectly by the Fund as a result of investments in other investment companies
and pooled investment vehicles; and (iii) other expenses attributable to, and incurred as a result
of, the Fund’s investments) in any one fiscal year period beginning on November 1 (each, an
“Applicable Year”) (“Operating Expenses”) exceed the Operating Expense Limit, as defined in Section
1.B. below, such excess amount (the “Excess Amount”) shall be the liability of the Investment
Adviser.
B. Operating Expense Limit. The Operating Expense Limit in any Applicable Year shall
be as set forth in Schedule A as to each share class of the Fund, or such other rate as may be
agreed to in writing by the parties.
C. Method of Computation. To determine the Investment Adviser’s liability with respect
to the Excess Amount, each month the Operating Expenses for each share class of the Fund shall be
annualized for the Applicable Year as of the last day of the month. If such annualized Operating
Expenses for any month of a share class exceed the Operating Expense
Limit of such share class, the Investment Adviser shall (i) waive or reduce its fees from such
share class for such month and/or (ii) remit to the appropriate share class or share classes an
amount that is sufficient to pay such Excess Amount, and such waiver, reduction or remittance shall
occur in the month following the month in which the liability was incurred. Notwithstanding the
foregoing, such waivers, reductions or remittances by the Investment Adviser shall only occur with
respect to management fees and other Fund-level Operating Expenses if the amount to be so waived,
reduced or remitted is allocated on the basis of net asset value to all shares of the Fund in a
manner consistent with Rule 18f-3’s requirements for the allocation of fundwide expenses.
D. Year-End Adjustment. If necessary, on or before the last day of the first month of
each Applicable Year, an adjustment payment shall be made by the appropriate party in order that
the amount of the fees waived or reduced and other payments remitted by the Investment Adviser to
each share class of the Fund with respect to the previous Applicable Year shall equal the Excess
Amount.
2. Reimbursement of Fee Waivers and Expense Reimbursements
A. Reimbursement. If in any Applicable Year during which the total assets of the Fund
are greater than $50 million and in which the Investment Adviser or an affiliate serves as
investment adviser to the Fund, the estimated aggregate Operating Expenses of a share class of the
Fund for the Applicable Year are less than the Operating Expense Limit for that Applicable Year,
the Investment Adviser shall be entitled to reimbursement by such share class, in whole or in part
as provided below, of the fees waived or reduced and other payments remitted by the Investment
Adviser to such share class pursuant to Section 1 hereof. The total amount of reimbursement to
which the Investment Adviser may be entitled (the “Reimbursement Amount”) shall equal, at any time,
the sum of all fees previously waived or reduced by the Investment Adviser and all other payments
remitted by the Investment Adviser to the share class, pursuant to Section 1 hereof, during any of
the previous two (2) Applicable Years, less any reimbursement previously paid by such share class
to the Investment Adviser with respect to such waivers, reductions, and payments. The Reimbursement
Amount shall not include any additional charges or fees whatsoever, including, e.g., interest
accruable on the Reimbursement Amount.
Reimbursements attributable to management fees and other Fund-level Operating Expenses are only
permissible if the amount to be reimbursed is allocated on the basis of net asset value to all
shares of the Fund in a manner consistent with Rule 18f-3’s requirements for the allocation of
fundwide expenses. The Board of Trustees of the Trust (the “Board”) shall be notified quarterly of
any reimbursements paid to the Investment Adviser in the previous quarter.
B. Method of Computation. To determine each share class’s payments, if any, to
reimburse the Investment Adviser for the Reimbursement Amount, each month the Operating Expenses of
each share class shall be annualized for the Applicable Year as of the last day of the month. If
such annualized Operating Expenses of a share class for any month are less than the Operating
Expense Limit of such share class, such share class, only with the prior approval of the Board,
shall pay to the Investment Adviser an amount sufficient to increase the annualized Operating
Expenses of that Share Class to an amount no greater than the Operating Expense Limit of that Share
Class, provided that such amount paid to the Investment Adviser will in no event exceed the total
Reimbursement Amount. Payment of such reimbursement to the
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Investment Adviser shall be made even if on such payment date the then current Operating Expenses
incurred by a share class exceed the Operating Expense Limit. In the event the Operating Expense
Limit for a share class is changed subsequent to an Applicable Year in which the Investment Adviser
becomes entitled to reimbursement hereunder for fees waived or reduced or amounts otherwise
remitted to that share class, the amount available to reimburse the Investment Adviser in
accordance with this Section 2.B. shall be calculated by reference to the Operating Expense Limit
for that share class in effect at the time the Investment Adviser became entitled to receive such
reimbursement, rather than the subsequently changed Operating Expense Limit for that share class.
D. Year-End Adjustment. If necessary, on or before the last day of the first month of
each Applicable Year, an adjustment payment shall be made by the appropriate party in order that
the actual Operating Expenses of a share class for the prior Applicable Year (including any
reimbursement payments hereunder with respect to such Applicable Year) do not exceed the Operating
Expense Limit.
2. Term. This Agreement shall continue in effect until March 1, 2012 and from year to
year thereafter provided such continuance is specifically approved by a majority of the Trustees of
the Trust who (i) are not “interested persons” of the Trust or any other party to this Agreement,
as defined in the 1940 Act, and (ii) have no direct or indirect financial interest in the operation
of this Agreement (“Non-Interested Trustees). Nevertheless, this Agreement may be terminated by
either party hereto, without payment of any penalty, upon 90 days’ prior written notice to the
other party at its principal place of business; provided that, in the case of termination by the
Trust on behalf of the Fund, such action shall be authorized by resolution of a majority of the
Non-Interested Trustees of the Trust or by a vote of a majority of the outstanding voting
securities, as defined in the 1940 Act, of the Fund.
3. Acknowledgments of Investment Adviser. The Investment Adviser hereby acknowledges
that the Trust will rely on this Agreement in preparing a registration statement on Form N-1A
relating to the Fund and any amendments and supplements thereto and in accruing the Fund’s expenses
for purposes of calculating net asset value and for other purposes, and expressly permits the Trust
to do so.
4. Governing Law. This Agreement shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the laws of the State of New York, without
giving effect to the principles of conflicts of laws thereof.
5. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one and the same
agreement.
* * *
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IN WITNESS WHEREOF, the Investment Adviser and the Trust have executed this Agreement as of
the date and year first written above.
| DEL REY GLOBAL INVESTORS FUNDS, on behalf of its series, DEL REY MONARCH FUND | ||||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||||
| Name: Xxxxxx X. Xxxxxxx | ||||||
| Title: Chairman | ||||||
| DEL REY GLOBAL INVESTORS, LLC | ||||||
| By: | /s/ Xxxxxx X. Xxxxxxx |
|||||
| Name: Xxxxxx X. Xxxxxxx | ||||||
| Title: Chief Operating Officer | ||||||
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Schedule A
SHARE CLASS LIMITS
| Operating | ||||
| Fund | Class | Expense Limit | ||
del Rey Monarch Fund |
A | 1.40% | ||
| Institutional | 1.15% |
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Schedule B
Investment Advisory Fee
| Fund | Investment Advisory Fee | |
del Rey Monarch Fund |
0.90% |
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