EXHIBIT D3
EX-99(d)(3)
EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT ("Agreement"), effective as of January 1,
2006, by and between the Xxxxxx Xxxx Global Equity Fund Inc., a Maryland
Corporation (the "Global Equity Fund"), and Xxxxxx Xxxx Investment Management,
LLC, a corporation organized under the laws of the State of Delaware (the
"Adviser").
W I T N E S S E T H:
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WHEREAS, the Global Equity Fund and the Adviser have entered into an
Investment Advisory Agreement, effective July 1, 2004 ("Advisory Agreement"),
pursuant to which the Adviser renders investment management services to the
Global Equity Fund for compensation based on the value of the average daily net
assets of the Global Equity Fund; and
WHEREAS, the Global Equity Fund and the Adviser have determined that it
is appropriate and in the best interests of the Global Equity Fund and its
shareholders to maintain Global Equity Fund expenses at a level below that to
which the Global Equity Fund would normally be subject during the term of this
Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMIT.
1.1. LIMITATION. To the extent that the aggregate expense of
every character incurred by the Global Equity Fund during the term of
this Agreement including, but not limited to, investment management fees
of the Adviser (but excluding interest, taxes, brokerage commissions, and
other expenditures which are capitalized in accordance with generally
accepted accounting principles, and other extraordinary expenses not
incurred in the ordinary course of the Global Equity Fund's business)
("Fund Operating Expenses"), exceeds the "Expense Limit," which is 1.40%
and 1.15% of the average daily net assets of the Class A and Class I
shares, respectively of the Global Equity Fund, such excess amount
("Excess Amount") shall be the liability of the Adviser.
1.2. METHOD OF COMPUTATION. To determine the Adviser's liability
for the Excess Amount, at each month end the fiscal year to date Fund
Operating Expenses accrued shall be compared with the fiscal year to date
Expense Limit. If at the end of any month the Fund Operating Expenses
exceed the Expense Limit, the Adviser shall first waive or reduce its
investment management fee for such month, as appropriate, to the extent
necessary to pay such Excess Amount. In the event the Excess Amount
exceeds the amount of the investment management fee for such month, the
Adviser, in addition to waiving its entire investment management fee for
such month, shall also remit to the Global Equity Fund the difference
between the Excess Amount and the amount due as the investment management
fee.
1.3. YEAR-END ADJUSTMENT. If necessary, on or before the last
day of the first month following the termination of this Agreement, or as
soon as practicable thereafter, an adjustment payment shall be made by
the appropriate party in order to ensure that the actual Fund Operating
Expenses for the period covered by this Agreement
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EXHIBIT D3
(including any reimbursement payments made under Section 2 of this
Agreement) do not exceed the Expense Limit.
2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.
2.1. REIMBURSEMENT. If, in any year in which the Advisory
Agreement remains in effect, estimated aggregate Fund Operating Expenses
for the fiscal year are less than the Expense Limit for that year, the
Adviser shall be entitled to reimbursement by the Global Equity Fund, in
whole or in part as provided below, of the investment management fees
waived or reduced, and other payments remitted by the Adviser to the
Global Equity Fund pursuant to Section 1 hereof. The total amount of
reimbursement to which the Adviser may be entitled ("Reimbursement
Amount") shall equal, at any time, the sum of all investment management
fees waived or reduced by the Adviser, and all other payments, if any,
remitted by the Adviser to the Global Equity Fund pursuant to Section 1
hereof, commencing with the effective date of this Agreement and
continuing through each of the next three (3) fiscal years, less any
reimbursement paid from time to time by the Global Equity Fund to the
Adviser pursuant to this Agreement with respect to such waivers,
reductions, and payments. The Reimbursement Amount, and any portion
thereof, shall not include any additional charges or fees whatsoever
including, but not limited to, interest accruable on the Reimbursement
Amount.
2.2. METHOD OF COMPUTATION. To determine the amount of the
Global Equity Fund's payment, if any, to reimburse the Adviser for the
Reimbursement Amount, at each month end the fiscal year to date Fund
Operating Expenses accrued shall be compared with the fiscal year to date
Expense Limit. If at the end of any month the Fund Operating Expenses are
less than the Expense Limit, the Global Equity Fund shall pay to the
Adviser an amount sufficient to increase the annualized Fund Operating
Expenses to an amount no greater than the Expense Limit, provided that
such amount paid to the Adviser will in no event exceed the Reimbursement
Amount.
2.3. YEAR-END ADJUSTMENT. If necessary, on or before the last
day of the first month of each succeeding fiscal year, or as soon as
practicable thereafter, an adjustment payment shall be made by the
appropriate party in order to ensure that the actual Fund Operating
Expenses for the prior fiscal year (including any reimbursement payments
made hereunder with respect to such fiscal year) do not exceed the
Expense Limit.
3. TERMINATION OF AGREEMENT. This Agreement shall continue in
effect until the earlier of (a) the termination of the Advisory
Agreement; or (b) February 28, 2007.
4. MISCELLANEOUS.
4.1. NOTICES. Any notice under this Agreement shall be given in
writing, addressed and delivered, or mailed postpaid, (a) if to the
Adviser, to Xxxxxx Xxxx Investment Management, LLC, 000 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000; and (b) if to the Global Equity Fund, at the
foregoing office of the Adviser.
4.2. 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.
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4.3. INTERPRETATION. Nothing herein contained shall be deemed to
require the Global Equity Fund to take any action contrary to its
Articles of Incorporation 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 Board of Directors of its responsibility for
and control of the conduct of the affairs of the Global Equity Fund.
4.4. DEFINITIONS. Any question of interpretation of any term or
provision of this Agreement including, but not limited to, the investment
management 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, shall have the same meaning as
and be resolved by reference to such Advisory Agreement.
4.5. AMENDMENT. This Agreement may be amended or modified only
upon the written consent of the parties hereto.
4.6. GOVERNING LAW. 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 laws of the State of New York.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized, as of the day and year
first above written.
Xxxxxx Xxxx Global Equity Fund, Inc.
By: /s/ Xxxx Whilesmith
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Title: SECRETARY
Xxxxxx Xxxx Investment Management, LLC
By: /s/ Xxxxx Xxxxxx
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Title: CFO
Approved December 14, 2005
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