XXXXXXX MUTUAL FUND GROUP, INC.
FORM OF OPERATING EXPENSES AGREEMENT
THIS OPERATING EXPENSES AGREEMENT (the "Agreement") is effective as of ____
February, 2000, by and between Xxxxxxx Mutual Fund Group, Inc., a Maryland
Business Corporation (the "Corporation"), on behalf of each series of the
Corporation listed in Appendix A, as may be amended from time to time (each a
"Fund" and collectively the "Funds"), and the Adviser of each of the Funds,
Xxxxxx Xxxxxxx, Inc., (hereinafter called the "Adviser").
WITNESSETH:
WHEREAS, the Adviser renders advice and services to the Funds pursuant to
the terms and provisions of an Investment Advisory Agreement between the
Corporation and the Adviser dated September 30, 1997 (the "Investment Advisory
Agreement"); and
WHEREAS, the Funds are responsible for, and have assumed the obligation
for, payment of certain expenses pursuant to Section 3 of the Investment
Advisory Agreement that have not been assumed by the Adviser; and
WHEREAS, the Adviser desires to limit the Funds' respective Operating
Expenses (as that term is defined in Paragraph 2 of this Agreement) pursuant to
the terms and provisions of this Agreement, and the Corporation (on behalf of
the Funds) desires to allow the Adviser to implement those limits;
NOW THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties, intending to be legally bound hereby,
mutually agree as follows:
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1. LIMIT ON OPERATING EXPENSES. The Adviser hereby agrees to limit each
Fund's Operating Expenses to the respective annual rate of total Operating
Expenses specified for that Fund in Appendix A of this Agreement.
2. DEFINITION. For purposes of this Agreement, the term "Operating
Expenses" with respect to a Fund is defined to include all expenses necessary or
appropriate for the operation of the Fund including the Adviser's investment
advisory or management fee under Section 3 of the Investment Advisory Agreement,
and other expenses described in Section 3 of the Investment Advisory Agreement,
but does not include any Rule 12b-1 fees, front-end or contingent deferred
loads, taxes, interest, brokerage commissions, expenses incurred in connection
with any merger or reorganization or extraordinary expenses such as litigation.
3. REIMBURSEMENT OF FEES AND EXPENSES. The Adviser, retains its right to
receive reimbursement or reductions of its investment management fee and
Operating Expenses paid by it that are not its responsibility under the
Investment Advisory Agreement. Any reduction in advisory fees or payment of
expenses made by the Adviser are subject to reimbursement by the Fund if
requested by the Adviser in the three subsequent fiscal years. This
reimbursement may be requested by the Adviser if the aggregate amount actually
paid by the Fund toward operating expenses for such fiscal year (taking into
account the reimbursement) does not exceed the applicable limitation on Fund
expenses. Any such reimbursement will be reviewed by the Corporation's Board of
Directors. Each Fund must pay its current ordinary operating expenses before the
Adviser is entitled to any reimbursement of fees and/or expenses.
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4. TERM. This Agreement shall become effective on the date specified herein
and shall remain in effect for a period of one (1) year, unless sooner
terminated as provided in Paragraph 5 of this Agreement. This Agreement shall
continue in effect thereafter for additional periods not exceeding one (1) year
so long as such continuation is approved for each Fund at least annually by the
Board of Directors of the Corporation (and separately by the disinterested
Directors of the Corporation).
5. TERMINATION. This Agreement may be terminated by the Corporation on
behalf of any one or more of the Funds at any time without payment of any
penalty or by the Board of Directors of the Corporation, upon sixty (60) days'
written notice to the Adviser. The Adviser may decline to renew this Agreement
by written notice to the Corporation at least thirty (60) days before its annual
expiration date.
6. ASSIGNMENT. This Agreement and all rights and obligations hereunder may
not be assigned without the written consent of the other party. The term
"assignment" shall have the respective meanings set forth in Section 2(a)(4) of
the 1940 Act.
7. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute or rule, or shall be otherwise rendered
invalid, the remainder of this Agreement shall not be affected thereby.
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8. CAPTIONS. The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction of effect.
9. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Maryland without giving effect to the
conflict of laws principles thereof; provided that nothing herein shall be
construed to preempt, or to be inconsistent with, any federal law, regulation or
rule, including the Investment Company Act of 1940, as amended and the
Investment Advisers Act of 1940, as amended and any rules and regulations
promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested by their duly authorized officers, all on the day and
year first above written.
XXXXXXX MUTUAL FUND GROUP, INC. XXXXXX XXXXXXX, INC.
By: By:
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Title: Title:
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APPENDIX A
Fund Operating Expense Limit
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* Xxxxxxx Fund 1.25%
* Xxxxxxx Fledgling Fund 1.35%
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