FORM OF
FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
AGREEMENT, effective as of [implementation date of merger], 2006/7, by and
among _________________________ (the ["Trust/Corporation"]), a
__________________, on behalf of its _______________________ series (the
"Fund"), and its successors and Xxxx Xxxxx Partners Fund Advisor, LLC, a
Delaware limited liability company ("LMPFA").
1. LMPFA hereby agrees to waive any and all fees it and its affiliated
persons are entitled to receive from the Fund for advisory and all other
services and/or reimburse ordinary operating expenses in an amount that would
limit the total ordinary operating expenses (other than extraordinary expenses)
of the Fund or Class as provided in Exhibit A ("Expenses After
Waiver/Reimbursement") of the Fund's average daily net assets until [one year
[two years for Government Securities Fund] from the date of the Fund's next
annual prospectus update after the reorganization], 2008/9. For the purposes of
this Agreement, ordinary operating expenses for the Fund generally include costs
not specifically borne by LMPFA or any distributor of a Fund, including
management fees, fees for necessary professional services, expenses under a
transfer agency agreement, expenses under a custodial agreement, organizational
expenses, Fund board expenses, expenses of a Fund pursuant to any shareholder
service or distribution plan, amortization of organizational expenses and costs
associated with regulatory compliance and maintaining legal existence and
shareholder relations, but excluding: (a) any expenses or charges related to
litigation, derivative actions, demand related to litigation, regulatory or
other government investigations and proceedings, "for cause" regulatory
inspections and indemnification or advancement of related expenses or costs, to
the extent any such expenses are considered extraordinary expenses for the
purposes of fee disclosure in Form N-1A as the same may be amended from time to
time; (b) transaction costs (such as brokerage commissions and dealer and
underwriter spreads) and taxes; and (c) other extraordinary expenses as
determined for the purposes of fee disclosure in Form N-1A, as the same may be
amended from time to time. Without limiting the foregoing, extraordinary
expenses are generally those that are unusual or expected to recur only
infrequently, and may include such expenses, by way of illustration, as (i)
expenses of the reorganization, restructuring, redomiciling or merger of the
Fund or class or the acquisition of all or substantially all of the assets of
another fund or class; (ii) expenses of holding, and soliciting proxies for, a
meeting of shareholders of the Fund or class (except to the extent relating to
routine items such as the election of board members or the approval of the
independent registered public accounting firm); and (iii) expenses of converting
to a new custodian, transfer agent or other service provider, in each case to
the extent any such expenses are considered extraordinary expenses for the
purposes of fee disclosure in Form N-1A as the same may be amended from time to
time.
2. This Agreement may not be assigned by the [Trust/Corporation and its
successors] or LMPFA without the consent of the other party. This Agreement
shall be binding upon any successor to LMPFA.
3. This Agreement may not be amended or terminated except by a writing
signed by the parties.
4. [For Business Trusts:] The Trust is a business trust organized under
_____________ law and under an Agreement and Declaration of Trust, to which
reference is hereby made and a copy of which, with amendments, is on file with
the ______________________ and elsewhere as required by law. It is expressly
acknowledged and agreed that the obligations of the Trust entered into in the
name or on behalf of the Trust by any of its trustees, officers, employees or
agents are not made individually, but in such capacities, that the Trust's
obligations under this Agreement bind only the Fund and not any trustee,
officer, employee, agent or shareholder individually, and that any liability of
the Trust under this Agreement shall be discharged only out of the assets of the
Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
XXXX XXXXX PARTNERS FUND ADVISOR, LLC
By:______________________________
Name
Title:
XXXX XXXXX PARTNERS [NAME OF
TRUST/CORPORATION]
By:______________________________
Name
Title:
Exhibit A
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Expenses After
Fund Class Waiver/Reimbursement
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