EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT (the "Agreement") is effective as of
April 20, 2009 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 Money Market Fund, a
series of the Trust (the "Fund").
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;
WHEREAS, the Trust and the Adviser have entered into an Investment
Advisory Agreement dated August 31, 2001 ("Advisory Agreement"), as amended by
letter agreements dated September 24, 2003, April 30, 2004, August 1, 2005,
January 31, 2006, August 1, 2006, November 30, 2006, January 31, 2008, August
29, 2008 and April 20, 2009 pursuant to which the Adviser provides investment
advisory services to the Fund;
WHEREAS, the Trust and the Adviser have determined that it is
appropriate and in the best interests of the Fund to maintain the expenses of
the Fund at a level below the level to which the Fund may otherwise be subject;
and
WHEREAS, the Adviser anticipates the Fund investing all of its
investable assets in a master fund, the State Street Money Market Portfolio (the
"Master Portfolio"), a series of State Street Master Funds.
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION.
1.1 Applicable Expense Limit. To the extent that the ordinary operating
expenses incurred by the Fund in any fiscal year, including but not limited to
investment advisory fees of the Adviser and the ordinary operating expenses of
the Master Portfolio, 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 and interest,
taxes, brokerage commissions, 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 1.2 below, such excess amount (the "Excess
Amount") shall be the liability of the Adviser to the extent set forth in this
Agreement.
1.2 Operating Expense Limit. The Operating Expense Limit in any year
with respect to the Xxxxxxxxx Money Market Fund shall be 0.40% (annualized) of
the average daily net assets of the Fund.
1.3 Duration of Operating Expense Limit. The Operating Expense Limit
with respect to the Fund shall remain in effect for the term of this Agreement.
1.4 Method of Computation. To determine the Adviser's obligation with
respect to the Excess Amount, each day the Fund Operating Expenses for the Fund
shall be annualized. If the annualized Fund Operating Expenses for any day of
the Fund exceed the Operating Expense Limit of the Fund, the Adviser shall waive
or reduce its investment advisory fee or absorb the other Fund expenses in an
amount sufficient to pay that day's Excess Amount. The Trust may offset amounts
owed to the Fund pursuant to this Agreement against the advisory fee payable to
the Adviser.
2. TERM AND TERMINATION OF AGREEMENT.
This Agreement shall have an initial term expiring on July 31, 2012
with respect to the Fund (or class thereof). After the initial term for the Fund
or class, the 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 Section 1 of this Agreement shall
survive the termination of the Agreement solely as to expenses and obligations
incurred prior to the date of such termination.
3. MISCELLANEOUS.
3.1 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.
3.2 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.
3.3 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.
3.4 Amendments. This Agreement may be amended only by a written
agreement signed by each of the parties hereto.
3.5 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 Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Corporate Secretary
XXXXXXXXX GLOBAL FUNDS, on behalf
of Xxxxxxxxx Money Market Fund
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President
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