FORM OF
EXPENSE LIMITATION AGREEMENT
XXXXXXXXX XXXXXX EQUITY FUNDS
XXXXXXXXX XXXXXX EMERGING MARKETS EQUITY FUND
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
__________, 2008
Xxxxxxxxx Xxxxxx Management Inc.
000 Xxxxx Xxxxxx, 0(xx) Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Ladies and Gentlemen:
Xxxxxxxxx Xxxxxx Emerging Markets Equity Fund (the "Fund") is a series of
Xxxxxxxxx Xxxxxx Equity Funds, a Delaware statutory trust ("Trust").
You hereby agree during the respective period noted on Schedule A
("Limitation Period"), to forgo current payment of fees and/or reimburse annual
operating expenses of each Class of the Fund noted on Schedule A (excluding
interest, taxes, brokerage commissions, and extraordinary expenses of the Fund)
("Operating Expenses"), so that the Operating Expenses of that Class are limited
to the rate per annum of its average daily net assets noted on Schedule A
("Expense Limitation").
The Fund agrees to repay you out of assets attributable to each Class noted
on Schedule A for any fees forgone by you under the Expense Limitation or any
Operating Expenses you reimburse in excess of the Expense Limitation, provided
the repayments do not cause that Class' total operating expenses (exclusive of
interest, taxes, brokerage commissions and extraordinary expenses) to exceed the
respective annual rate of average daily net assets noted on Schedule A and the
repayments are made within three years after the year in which you incurred the
expense.
You understand that you shall look only to the assets attributable to the
respective Class of the Fund for performance of this Agreement and for payment
of any claim you may have hereunder, and neither any other series of the Trust
or Class of the Fund, nor any of the Trust's trustees, officers, employees,
agents, or shareholders, whether past, present or future, shall be personally
liable therefor.
This Agreement is made and to be performed principally in the State of New
York, and 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 internal laws of
the State of New York. Any amendment to this Agreement shall be in writing
signed by the parties hereto.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
XXXXXXXXX XXXXXX EQUITY FUNDS,
on behalf of
XXXXXXXXX XXXXXX EMERGING MARKETS EQUITY FUND
By:
Title:
The foregoing Agreement is hereby accepted as of ___________, 2008.
XXXXXXXXX XXXXXX MANAGEMENT INC.
By:
Title:
SCHEDULE A
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FUND CLASS LIMITATION PERIOD EXPENSE LIMITATION
---- ----- ----------------- ------------------
Xxxxxxxxx Xxxxxx Emerging
Markets Equity Fund A 08/31/2012 1.50%
C 08/31/2012 2.25%
Institutional 08/31/2012 1.25%
