Exhibit No. EX-99.d.2
The Xxxxxxx Funds
Expense Limitation
Agreement
AGREEMENT made the 25th day of September 2007, between The Xxxxxxx Funds, a
Delaware statutory trust (the "Trust"), on behalf of the Xxxxxxx Growth Fund
series of the Trust (the "Fund") and Xxxxxxx Associates, Inc, a New York
corporation (the "Advisor").
WHEREAS, the Advisor has entered into an Investment Management Agreement
with the Trust, originally dated March 7, 2001 pursuant to which the Advisor
provides investment advisory and management services to the Fund, and for which
it is compensated based on the average daily net assets of the Fund; and
WHEREAS, the Trust and the Advisor have determined that it is appropriate
and in the best interests of the Fund and its shareholders to limit the total
expenses of the Fund in an amount not to exceed 1.25% of the Fund's average
daily net assets (exclusive of extraordinary expenses such as litigation and
merger or reorganization costs).
NOW, THEREFORE, the parties hereto agree as follows:
1. Fee Waiver and Expense Payments by the Advisor. The Advisor agrees to
waive or reduce all or a portion of its management fee for the Fund and, if
necessary, to bear certain other expenses associated with operating the Fund, to
the extent necessary to limit the annualized expenses of the Fund (exclusive of
extraordinary expenses such as litigation and merger or reorganization costs) to
the rate of 1.25% of the Fund's average daily net assets. Notwithstanding the
foregoing, the Advisor shall not bear expenses to the extent that doing so would
result in income to the Fund that would cause the Fund to lose its regulated
investment company status under the Internal Revenue Code of 1986, as amended.
2. Duty of Fund to Reimburse. Subject to approval by the Trust's Board of
Trustees, the Fund agrees to reimburse the Advisor on a monthly basis such
waived fees and expenses borne pursuant to paragraph 1 together ("Deferred
Amounts"), in later periods provided, however, that the Fund may not reimburse
any such Deferred Amount more than three years after the end of the fiscal year
in which the Deferred Amount was waived or borne and will only pay such Deferred
Amounts to the extent that the Fund's annual operating expenses plus the
Deferred Amount being reimbursed do not exceed the expense cap amount for the
Fund as listed in paragraph 1.
3. Assignment. No assignment of this Agreement shall be made by the Advisor
without the prior consent of the Trust.
4. Duration and Termination. This Agreement shall be effective as to the
Fund for the period of November 1, 2007 through October 31, 2008 and shall
continue in effect for a one year period thereafter provided each such
continuance is specifically approved by the Advisor and is approved on behalf of
the Fund by a majority of the Trustees of the Trust who (i) are not "interested
persons" of the Trust or any other party to this Agreement, as defined in the
Investment Company Act of 1940, as amended, and (ii) have no direct or indirect
financial interest in the operation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
The Xxxxxxx Funds Xxxxxxx Associates, Inc.
By: /s/ Xxxxx Xxxxxx By:/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxxx
Title: Secretary/Treasurer Title: President
