AMENDED AND RESTATED FEE WAIVER AND EXPENSE LIMITATION AGREEMENT

AMENDED AND RESTATED FEE WAIVER

AND EXPENSE LIMITATION AGREEMENT

This AMENDED AND RESTATED FEE WAIVER AND EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective October 31, 2014, by and between Xxxxxxxxx Global Investors (North America) Inc., a Delaware corporation (the “Adviser”) and Xxxxxxxxx Global Funds, a Delaware statutory trust (the “Trust”), on behalf of the Xxxxxxxxx All Asset Fund, a series of the Trust (the “Fund”), hereby amends and restates the Fee Waiver and Expense Limitation Agreement by and between the Adviser and the Trust, on behalf of the Fund, effective March 30, 2012.

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; and

WHEREAS, the Trust and the Adviser have entered into an Investment Advisory Agreement dated August 31, 2001, as amended from time to time and most recently as of September 17, 2014 (the “Advisory Agreement”), pursuant to which the Adviser provides investment advisory services to the Fund; and

WHEREAS, the Trust and the Adviser have determined that it is appropriate and in the best interests of the Fund (i) for the Adviser to reduce or waive the Fund’s management fee; and (ii) 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. FEE WAIVER.

1.1 Applicable Fee Waiver.  With respect to the Fund’s assets that are invested in affiliated underlying funds (each, an “Underlying Fund”), the Adviser shall reduce or waive the Fund’s investment advisory fee with respect to those assets by such amount as necessary to limit the sum of the Fund’s investment advisory fee rate together with the Underlying Fund’s investment advisory fee rate to the greater of 1.00% or the investment advisory fee rate of the Underlying Fund.

1.2 Duration of Fee Waiver.  The Fee Waiver with respect to the Fund shall remain in effect as set forth in Section 3 of this Agreement.

1.3 Method of Computation.  To determine the Adviser’s obligation with respect to the Fee Waiver in Section 1.1, the amount of any waiver due shall be calculated daily, based upon the investment advisory fee rate for the Fund and the Underlying Fund calculated in accordance with the Advisory Agreement.

2. EXPENSE LIMITATION.

2.1 Applicable Expense Limit.  To the extent that the ordinary total operating expenses incurred by the Fund in any fiscal year, including, but not limited to, Fund 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, all underlying fund advisory or other fees and expenses, and any interest, taxes, brokerage commissions, dividend and interest expenses on securities sold short, 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 2.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Adviser to the extent set forth in this Agreement.

2.2 Operating Expense Limit.  The Operating Expense Limit in any year with respect to the Fund shall be 0.60% (annualized) of the average daily net assets of the Fund.

2.3 Duration of Operating Expense Limit.  The Operating Expense Limit with respect to the Fund shall remain in effect for the term set forth in Section 3 of this Agreement.

2.4 Method of Computation.  If on any day the annualized year-to-date Fund Operating Expenses exceed the Operating Expense Limit of the Fund, the Adviser shall waive or reduce its investment advisory fee payable or absorb the other Fund expenses in an amount sufficient to pay the Excess Amount.  The Trust may offset amounts owed to the Fund pursuant to this Agreement against the advisory fee payable to the Adviser.  Any amounts owed by the Adviser pursuant to the terms of this Agreement may be readjusted during the fiscal year based upon the annualized year-to-date Fund Operating Expenses.

3. TERM AND TERMINATION OF AGREEMENT.

The Fee Waiver set forth in Section 1 of this Agreement shall continue until the termination of this Agreement, as described herein.  The  Expense Limitation set forth in Section 2 of this Agreement shall have an initial term expiring on July 31, 2020 with respect to the Fund (or class thereof).  After the initial term for the Fund or class, this Agreement shall continue in effect thereafter for subsequent one year periods unless terminated by the Adviser prior to the end of the preceding term.  This Agreement shall terminate upon the termination of the Advisory Agreement.  The obligation of the Adviser under Sections 1 and 2 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, as amended, or By-Laws, as amended, 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.

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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.

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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 X. X’Xxxxx

Name:  Xxxxx X. X’Xxxxx

Title:  Managing Director

XXXXXXXXX GLOBAL FUNDS, on

behalf of the Xxxxxxxxx Emerging Markets

Opportunities Fund

By: /s/ Xxxx Xxxxxxxx

Name:  Xxxx Xxxxxxxx

Title:  Treasurer

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