Expense Reimbursement Agreement
EXHIBIT (h)(4)(a)
Expense Reimbursement Agreement
December 31, 2016
As amended March 6, 2019 and March 3, 2021
Boards of Directors and Trustees of the Xxxxxxx Funds listed in Schedule A
0000 Xxxxxxxxxx Xxx
Xxxxxxxx XX 00000
Re: Expense Waivers/Reimbursements
Ladies and Gentlemen:
As you know, we and certain of our affiliates (collectively referred to herein as “we,” “us” or “our” as the context requires) currently provide administrative, advisory, distribution and/or other services to the Xxxxxxx Funds. We hereby agree with each trust and/or corporation listed on Schedule A to this letter (each a “Company” and collectively the “Companies”) that for each class of shares of each series of a Company listed on Schedule A (each a “Fund”) we will waive our fees and/or reimburse operating expenses (other than Excluded Expenses, as defined below) payable by that Fund for each such class to the extent necessary so that the Fund’s aggregate operating expenses for each such class would not exceed on a per annum basis the percentage of average daily net assets specified for that Fund on Schedule A or such other agreed upon amount specified on Schedule A (referred to herein as the “contractual expense cap”).
Fund and class expenses are accrued, and any applicable contractual expense caps are applied, daily. If for any period during a Fund’s fiscal year we have waived our fees or reimbursed any expenses, we will be entitled to recoup from the relevant Fund and/or class such amounts to the extent expenses in another period during that fiscal year are less than any contractual expense cap in place during such year and such amounts have not already been recouped.
The term “Excluded Expenses” means: brokerage commission costs; expenditures capitalized in accordance with generally accepted accounting principles; acquired fund fees and expenses (as determined in accordance with the instructions to Item 3 of Form N-1A) to the extent the acquired fund is (a) not affiliated with the Fund (unless otherwise noted on Schedule A) or (b) is an authorized cash sweep vehicle or investment option for the management for cash collateral; borrowing costs (including borrowing costs of any acquired funds); securities lending agency fees; taxes; litigation expenses; indemnification expenses; and other expenses not incurred in the ordinary course of business of a Fund or class.
In addition, from time to time we may waive our fees and/or reimburse operating expenses (other than Excluded Expenses) for classes of shares of certain series of the Funds on a voluntary basis (referred to herein as a “voluntary fee cap”). We may modify or terminate a voluntary fee cap at any time, provided that we notify you in advance of any such modification or termination. In the event the modification or termination is to be implemented prior to your next meeting, we will notify the Chairman of the Board of the modification or termination. We may recoup amounts we waive or reimburse pursuant to a voluntary fee cap on the same basis as we may recoup amounts waived or reimbursed pursuant to a contractual expense cap (described above).
The agreements in this letter will take effect as to each Fund and class on the date indicated on Schedule A and will remain in effect as to each Fund and class until the date specified opposite that Fund on Schedule A. Thereafter, the agreements in this letter will automatically renew for one-year terms unless we provide you with notice of the termination of the contractual expense cap for a given class and/or Fund prior to the end of the then current term for that class and Fund. In addition, the agreements in this letter will terminate upon us ceasing to serve as the investment adviser of the Fund. We may amend Schedule A hereto from time to time, with the consent of the Companies, to add additional series and classes and to reflect the extension of termination dates. Any other amendment to the terms of this letter or to Schedule A would require the approval of both you and us.
We, Xxxxxxx Research and Management (“CRM”), and each Company are duly organized and validly existing under the laws of the jurisdiction in which they were formed. We acknowledge that all persons dealing with a Company that is Massachusetts business trust formed under a declaration of trust must look solely to the property of that Company for satisfaction of claims of any nature against the Company, as neither the trustees, officers, employees nor shareholders of the Company assume any personal liability in connection with its business or for obligations entered into on its behalf. Each Company acknowledges that all persons dealing with CRM must look solely to the property of CRM for satisfaction of claims of any nature against CRM, as neither the trustees, officers, employees nor shareholders of CRM assume any personal liability in connection with its business or for obligations entered into on our behalf.
Please sign below to confirm your agreement with the terms of this letter.
Sincerely,
Xxxxxxx Research and Management
By:/s/ Xxxxxxx X. Gemma
Name:Xxxxxxx X. Gemma
Title:Vice President
Agreed:
On behalf of the Xxxxxxx Funds
By:/s/ Xxxxx X. Xxxxxxxx
Name:Xxxxx X. Xxxxxxxx
Title: Treasurer
AMENDED SCHEDULE A to EXPENSE REIMBURSEMENT AGREEMENT
Dated: February 1, 2021
Xxxxxxx Fund |
Effective Date |
Term. Date | Classes |
| ||||
A | C | F | I | R6 | Single1 | |||
Xxxxxxx Impact Fund Inc. |
|
|
|
|
|
|
|
|
Xxxxxxx Global Energy Solutions Fund | 1/1/2017 | 1/31/2022 | 1.24% | 1.99% |
| 0.99% |
|
|
Xxxxxxx Global Water Fund | 1/1/2017 | 1/31/2022 | 1.24% | 1.99% |
| 0.99% |
|
|
Xxxxxxx Xxxxx Bond Fund | 1/1/2017 | 1/31/2022 | 0.73% |
|
| 0.48% | 0.43% |
|
Xxxxxxx Small-Cap Fund | 1/1/2017 | 1/31/2022 | 1.21% | 1.96% |
| 0.96% | 0.90% |
|
Xxxxxxx Management Series |
|
|
|
|
|
|
|
|
Xxxxxxx Flexible Bond Fund4 | 1/1/2017 | 4/30/2021 | 0.93% | 1.68% |
| 0.68% | 0.65% |
|
Xxxxxxx Floating-Rate Advantage Fund3 | 10/10/2017 | 1/31/2022 | 0.06% |
|
| 0.06% | 0.06% |
|
Xxxxxxx Responsible Municipal Income Fund | 1/1/2017 | 4/30/2021 | 0.75% | 1.50% |
| 0.50% |
|
|
Xxxxxxx Responsible Index Series, Inc. |
|
|
|
|
|
|
|
|
Xxxxxxx International Responsible Index Fund | 1/1/2017 | 1/31/2022 | 0.54% |
|
| 0.29% | 0.26% |
|
Xxxxxxx US Large-Cap Core Responsible Index Fund | 10/2/2017 | 1/31/2022 | 0.49% | 1.24% |
| 0.24% | 0.19% |
|
Xxxxxxx US Large-Cap Growth Responsible Index Fund | 1/1/2017 | 1/31/2022 | 0.49% |
|
| 0.24% |
|
|
Xxxxxxx US Large-Cap Value Responsible Index Fund | 1/1/2017 | 1/31/2022 | 0.49% |
|
| 0.24% |
|
|
Xxxxxxx US Mid-Cap Core Responsible Index Fund | 1/1/2017 | 1/31/2022 | 0.49% |
|
| 0.24% |
|
|
Xxxxxxx Social Investment Fund |
|
|
|
|
|
|
|
|
Xxxxxxx Growth Allocation Fund2 | 1/1/2017 | 1/31/2022 | 0.43% | 1.18% |
| 0.18% |
|
|
Xxxxxxx Balanced Fund | 1/1/2017 | 1/31/2022 | 0.93% | 1.68% |
| 0.68% | 0.64% |
|
Xxxxxxx Bond Fund | 10/2/2017 | 1/31/2022 | 0.73% | 1.53% |
| 0.53% | 0.46% |
|
1Fund offers only one unnamed class of shares.
2Expense reimbursement cap excludes all acquired fund fees and expenses.
3CRM has agreed to reimburse the Fund’s other expenses (excluding interest expense and other borrowing cost) in excess of 0.06% annually for each Class.
4CRM has agreed to waive the investment advisory fee payable by the Fund under its Investment Advisory Agreement dated December 31, 2016, as may be amended from time to time, with respect to the Fund’s assets that are invested in Xxxxxxx Floating-Rate Advantage Fund. The waiver will take effect as of December 4, 2019 and will remain in effect unless and until its termination is approved by the Board. The waiver will also terminate upon CRM ceasing to serve as the investment adviser of the Fund.
Xxxxxxx Fund |
Effective Date |
Term. Date | Classes |
| ||||
A | C | F | I | R6 | Single1 | |||
Xxxxxxx World Values Fund, Inc. |
|
|
|
|
|
|
|
|
Xxxxxxx Emerging Markets Advancement Fund | 10/1/2019 | 1/31/2022 | 1.20% |
|
| 0.95% |
|
|
Xxxxxxx Emerging Markets Equity Fund | 1/1/2017 | 1/31/2022 | 1.24% | 1.99% |
| 0.99% | 0.92% |
|
Xxxxxxx International Equity Fund | 10/1/2019 | 1/31/2022 | 1.14% | 1.89% |
| 0.89% | 0.85% |
|
Xxxxxxx Mid-Cap Fund | 1/1/2017 | 1/31/2022 | 1.18% | 1.93% |
| 0.93% |
|
|
The Xxxxxxx Fund |
|
|
|
|
|
|
|
|
Xxxxxxx High Yield Bond Fund | 1/1/2017 | 1/31/2022 | 1.02% | 1.77% |
| 0.77% | 0.71% |
|
Xxxxxxx Income Fund | 1/1/2017 | 1/31/2022 | 0.95% | 1.70% |
| 0.70% |
|
|
Xxxxxxx Core Bond Fund | 1/1/2017 | 1/31/2022 | 0.74% |
|
| 0.49% | 0.42% |
|
Xxxxxxx Short Duration Income Fund | 1/1/2017 | 1/31/2022 | 0.76% | 1.51% |
| 0.51% | 0.46% |
|
Xxxxxxx Ultra-Short Duration Income Fund | 10/2/2017 | 1/31/2022 | 0.72% |
|
| 0.47% | 0.43% |
|
Xxxxxxx Variable Products, Inc. |
|
|
|
|
|
|
|
|
Xxxxxxx XX EAFE International Index Portfolio | 1/1/2017 | 4/30/2021 |
|
| 0.68% | 0.48% |
|
|
Xxxxxxx XX Investment Grade Bond Index Portfolio | 1/1/2017 | 4/30/2021 |
|
| 0.57% | 0.32% |
|
|
Xxxxxxx XX Nasdaq 100 Index Portfolio | 1/1/2017 | 4/30/2021 |
|
| 0.73% | 0.48% |
|
|
Xxxxxxx XX Xxxxxxx 2000 Small Cap Index Portfolio | 1/1/2017 | 4/30/2021 |
|
| 0.59% | 0.39% |
|
|
Xxxxxxx XX S&P 500 Index Portfolio | 1/1/2017 | 4/30/2021 |
|
|
|
|
| 0.28% |
Xxxxxxx XX S&P XxxXxx 400 Index Portfolio | 1/1/2017 | 4/30/2021 |
|
| 0.53% | 0.33% |
|
|
Xxxxxxx XX Volatility Managed Growth Portfolio2 | 12/1/2020 | 4/30/2022 |
|
| 0.81% |
|
|
|
Xxxxxxx XX Volatility Managed Moderate Growth Portfolio2 | 12/1/2020 | 4/30/2022 |
|
| 0.81% |
|
|
|
Xxxxxxx XX Volatility Managed Moderate Portfolio2 | 12/1/2020 | 4/30/2022 |
|
| 0.81% |
|
|
|
Xxxxxxx Variable Series, Inc. |
|
|
|
|
|
|
|
|
Xxxxxxx XX SRI Mid Cap Portfolio | 1/1/2017 | 4/30/2021 |
|
|
|
|
| 0.99% |
1Fund offers only one unnamed class of shares.
2Expense reimbursement cap excludes all acquired fund fees and expenses.
