FEE REDUCTION AGREEMENT
EXHIBIT (g)(2)
AGREEMENT made as of this 21st day of April 2008, between Xxxxx Xxxxx Tax-Managed Global Diversified Equity Income Fund (the “Fund”) and Xxxxx Xxxxx Management (the “Adviser”).
WHEREAS, the Fund has entered into an Investment Advisory Agreement (“Advisory Agreement”) with the Adviser, which Advisory Agreement provides that the Adviser shall be entitled to receive an asset-based fee payable at a certain rate; and
WHEREAS, the Adviser has offered to reduce such advisory fee rate, and the Fund has accepted such fee reduction, such fee reduction being effective as of May 1, 2008; and
WHEREAS, the Adviser and the Fund wish to memorialize said fee reduction in writing;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, the Fund and the Adviser hereby agree as follows:
| 1. | For so long as the Advisory Agreement shall remain in effect, notwithstanding any provisions of the Advisory Agreement to the contrary, the Adviser will reduce its advisory fee for the Fund in accordance with the fee reduction schedule set forth on Exhibit A hereto. |
| 2. | This Agreement only may be terminated or amended upon the mutual written consent of the Fund and the Adviser; provided, however, that (i) no termination of this Agreement shall be effective unless approved by the majority vote of those Trustees of the Fund who are not interested persons of the Adviser or the Fund (the “Independent Trustees”) and by the vote of a majority of the outstanding voting securities of the Fund; (ii) no amendment of this Agreement shall be effective unless approved by the majority vote of the Independent Trustees; and (iii) no amendment of this Agreement that decreases the fee reductions set forth herein shall be effective unless approved by the vote of a majority of the outstanding voting securities of the Fund. |
| 3. | For purposes of this Agreement the term “vote of a majority of the outstanding voting securities of the Fund” shall mean the vote, at a meeting of Holders, of the lesser of (i) 67 per centum or more of the Interests in the Fund present or represented by proxy at the meeting if the Holders of more than 50 per centum of the outstanding Interests in the Fund are present or represented by proxy at the meeting, or (ii) more than 50 per centum of the outstanding Interests in the Fund. The terms “Holders” and “Interests” when used herein shall have the respective meanings specified in the Declaration of Trust of the Fund. |
| 4. | This instrument is executed under seal and shall be governed by Massachusetts law. |
IN WITNESS WHEREOF, this Agreement has been executed as of the date set forth above by a duly authorized officer of each party.
XXXXX XXXXX TAX-MANAGED GLOBAL DIVERSIFIED EQUITY INCOME FUND
By: /s/ Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx
President
XXXXX XXXXX MANAGEMENT
By: /s/ Xxxxxxx X. Gemma ___________
Xxxxxxx X. Gemma
Vice President
EXHIBIT A
ADVISORY Fee Reduction schedule
The advisory fee schedule for the period from May 1, 2008 through April 30, 2009 is as follows:
|
Average Daily Gross Assets for the Month |
Annual Fee Rate (for each level) |
|
Up to and including $1.5 billion |
1.000% |
Over $1.5 billion up to and including $3 billion |
0.985% |
Over $3 billion up to and including $5 billion |
0.970% |
Over $5 billion |
0.955% |
The advisory fee schedule for the period beginning May 1, 2009 is as follows:
|
Average Daily Gross Assets for the Month |
Annual Fee Rate (for each level) |
|
Up to and including $1.5 billion |
1.000% |
Over $1.5 billion up to and including $3 billion |
0.980% |
Over $3 billion up to and including $5 billion |
0.960% |
Over $5 billion |
0.940% |
