Exhibit 99.8(d)
XXXXXXX MUTUAL FUND GROUP, INC.
OPERATING EXPENSES AGREEMENT
THIS OPERATING EXPENSES AGREEMENT (the "Agreement") is effective as of the
____ day of ________, 2001, 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 December 29, 2000 (the "Investment Advisory
Agreement"); 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:
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
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 the
Adviser requests reimbursement in the three subsequent fiscal years. The Adviser
may request the reimbursement by contacting the Corporation's administrator or
other appropriate service provider. 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 paid
to the Adviser will be reviewed by the Corporation's Board of Directors. The
Adviser may not receive any reimbursement of fees and/or expenses before each
Fund pays its current ordi nary operating expenses.
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).
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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 by vote of a majority of the outstanding voting securities (as defined
in the Investment Company Act of 1940) of the Fund 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 meaning set forth in Section 2(a)(4) of the
Investment Company Act of 1940 Act, as amended.
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.
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.
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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:____________________________
Title:_________________________ Title:_________________________
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Appendix A
FUND OPERATING EXPENSE LIMIT
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* Xxxxxxx Mid Cap Value Fund 0.75%
* Xxxxxxx Small Cap Growth Fund 0.85%
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