AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
This AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (the "Agreement") is
effective as of June 9, 2006 by and between Xxxxxxxxx Global Investors (North
America), Inc., a Delaware corporation (the "Adviser") and Xxxxxxxxx Global
Funds (the "Trust"), on behalf of the Xxxxxxxxx Japan-Asia Focus Fund series of
the Trust (the "Fund"), hereby amends and restates the Expense Limitation
Agreement by and between the Adviser and the Trust, on behalf of the Fund, dated
January 31, 2006.
WHEREAS, the Trust is a Delaware statutory trust, and is registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management company of the series type, and the Fund is a series of the Trust.
WHEREAS, the Trust and the Adviser have entered into an Investment
Advisory Agreement dated August 31, 2001 ("Advisory Agreement"), as amended by
letter agreements dated September 24, 2003, April 30, 2004, August 1, 2005 and
January 31, 2006 pursuant to which the Adviser provides investment advisory
services to the Fund for compensation based on the value of the average daily
net assets of the Fund; and
WHEREAS, the Trust and the Adviser have determined that it is appropriate
and in the best interests of the Fund and its shareholders to maintain the
expenses of the Fund at a level below the level to which the Fund may otherwise
be subject;
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION.
1.1 Applicable Expense Limit. To the extent that the ordinary operating
expenses incurred by the Fund in any fiscal year, including but not
limited to investment advisory fees of the Adviser, but excluding any
distribution and service fees under Rule 12b-1 under the 1940 Act
and/or shareholder service fees as described in the then current
registration statement offering shares of the Fund and interest,
taxes, brokerage commissions, other investment-related costs and
extraordinary expenses, such as litigation and other expenses not
incurred in the ordinary course of the Fund's business ("Fund
Operating Expenses"), exceed the Operating Expense Limit, as defined
in Section 1.2 below, such excess amount (the "Excess Amount") shall
be the liability of the Adviser to the extent set forth in this
Agreement.
1.2 Operating Expense Limit. The Operating Expense Limit in any year with
respect to the Fund shall be 1.75% (annualized) of the average daily
net assets of the Fund.
1.3 Duration of Operating Expense Limit. The Operating Expense Limit with
respect to the Fund shall remain in effect until July 31, 2020 unless
renewed by written agreement of the parties.
1.4 Method of Computation. To determine the Adviser's obligation with
respect to the Excess Amount, each day the Fund Operating Expenses for
the Fund shall be annualized. If the annualized Fund Operating
Expenses for any day of the Fund exceed the Operating Expense Limit of
the Fund, the Adviser shall waive or reduce its investment advisory
fee or absorb the other Fund expenses in an amount sufficient to pay
that day's Excess Amount. The Trust may offset amounts owed to the
Fund pursuant to this Agreement against the advisory fee payable to
the Adviser.
2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.
2.1 Reimbursement. If on any day during which the Advisory Agreement is in
effect, the estimated annualized Fund Operating Expenses of the Fund
for that day are less than the Operating Expense Limit, the Adviser
shall be entitled, until January 31, 2009, to reimbursement by the
Fund of the investment advisory fees waived or reduced, and any other
expense reimbursements or similar payments remitted by the Adviser to
the Fund pursuant to Section 1 hereof (the "Reimbursement Amount")
during any prior period to the extent that the Funds' annualized
Operating Expenses plus the amount so reimbursed equals, for such day,
the Operating Expense Limit, provided that such amount paid to the
Adviser will in no event exceed the total Reimbursement Amount and
will not include any amounts previously reimbursed.
3. TERM AND TERMINATION OF AGREEMENT.
The Agreement shall terminate either upon the termination of the Advisory
Agreement or on July 31, 2020. The obligation of the Adviser under Section 1 of
this Agreement shall survive the termination of the Agreement solely as to
expenses and obligations incurred prior to the date of such termination.
4. MISCELLANEOUS.
4.1 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.
4.2 Interpretation. Nothing herein contained shall be deemed to require
the Trust or the Fund to take any action contrary to the Trust's
Declaration of Trust 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 Trust's Board of Trustees of its
responsibility for and control of the conduct of the affairs of the
Trust or the Fund.
4.3 Definitions. Any question of interpretation of any term or provision
of this Agreement, including but not limited to the investment
advisory 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 or the 1940 Act, shall
have the same meaning as and be resolved by reference to such Advisory
Agreement or the 1940 Act.
4.4 Amendments. This Agreement may be amended only by a written agreement
signed by each of the parties hereto.
4.5 Assignment. This Agreement may be assigned to the successors in
interest of either party with the consent of the other party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
XXXXXXXXX GLOBAL INVESTORS
(NORTH AMERICA) INC.
By: /s/ Xxxxx Xxxxxxxxx
-------------------
Name: Xxxxx Xxxxxxxxx
---------------
Title: Corporate Secretary
-------------------
XXXXXXXXX GLOBAL FUNDS
By: /s/ Xxxxx Xxxxxx
----------------
Name: Xxxxx Xxxxxx
------------
Title: Treasurer
---------
