FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT HARDING, LOEVNER FUNDS, INC. Bridgewater, New Jersey 08807
Exhibit (d)(35)
FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
XXXXXXX, XXXXXXX FUNDS, INC.
000 Xxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxx
Bridgewater, New Jersey 08807
July 1, 2023
Xxxxxxx Xxxxxxx XX
000 Xxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxx
Bridgewater, New Jersey 08807
Ladies and Gentlemen:
| 1. | The following are series (each, a “Fund”) of Xxxxxxx, Xxxxxxx Funds, Inc., a Maryland corporation (“Company”): |
Global Equity Portfolio
International Equity Portfolio
International Small Companies Portfolio
Institutional Emerging Markets Portfolio
Emerging Markets Portfolio
Frontier Emerging Markets Portfolio
International Equity Research Portfolio
Global Equity Research Portfolio
Emerging Markets Research Portfolio
Chinese Equity Portfolio
Emerging Markets ex China Portfolio
International Developed Markets Equity Portfolio
International Carbon Transition Equity Portfolio
Operating expenses of each Fund are annual rates expressed as a percentage of average daily net assets.
| 2. | Xxxxxxx Xxxxxxx XX (“you”) is the Adviser to each Fund pursuant to an Investment Advisory Agreement as set forth below: |
| Fund |
Date | |
| Global Equity Portfolio, International Equity Portfolio, International Small Companies Portfolio, Institutional Emerging Markets Portfolio, Emerging Markets Portfolio and Frontier Emerging Markets Portfolio |
August 26, 2009 | |
| International Equity Research Portfolio |
December 17, 2015 | |
| Global Equity Research Portfolio and Emerging Markets Equity Research Portfolio |
December 19, 2016 | |
| Chinese Equity Portfolio |
December 16, 2020 | |
| Emerging Markets ex China Portfolio |
September 13, 2022 | |
| International Developed Markets Equity Portfolio |
September 28, 2022 | |
| International Carbon Transition Equity Portfolio |
December 14, 2022 |
3. You hereby agree that you will waive a portion of the applicable management fee payable to you by each Fund and/or reimburse the Fund for its other operating expenses through the date indicated in the chart below, to the extent that the aggregate operating expenses otherwise would exceed the applicable percentage shown in the chart below (each, a “Maximum Permitted Rate”):
| Fund Name |
Share Class |
Maximum Permitted Rate |
Date | |||
| Global Equity Portfolio |
Advisor | 1.20% | February 28, 2024 | |||
| Institutional | 0.90% | February 28, 2024 | ||||
| Institutional Class Z | 0.80% | February 28, 2024 | ||||
| Investor | 1.25% | February 28, 2024 | ||||
| Institutional | 1.00% | February 28, 2024 | ||||
| International Equity Portfolio |
Institutional Class Z | 0.80% | February 28, 2024 | |||
| Investor | 1.30% | February 28, 2024 | ||||
| Institutional | 1.15% | February 28, 2024 | ||||
| International Small Companies Portfolio |
Institutional Class Z | 1.00% | February 28, 2024 | |||
| Institutional | 1.05% | February 28, 2025 | ||||
| Institutional Emerging Markets Portfolio |
Institutional Class Z | 0.95% | February 28, 2025 | |||
| Emerging Markets Portfolio |
Advisor | 1.25% | February 28, 2025 | |||
| Investor | 2.00% | February 28, 2024 | ||||
| Institutional Class I | 1.75% | February 28, 2024 | ||||
| Frontier Emerging Markets Portfolio |
Institutional Class II | 1.35% | February 28, 2024 | |||
| Global Equity Research Portfolio |
Institutional | 0.80% | February 28, 2024 | |||
| International Equity Research Portfolio |
Institutional | 0.75% | February 28, 2024 | |||
| Fund Name |
Share Class |
Maximum Permitted Rate |
Date | |||
| Emerging Markets Research Portfolio |
Institutional | 1.15% | February 28, 2024 | |||
| Chinese Equity Portfolio |
Institutional | 1.15% | February 28, 2024 | |||
| Emerging Markets ex China Portfolio |
Institutional | 1.05% | February 28, 2025 | |||
| International Developed Markets Equity Portfolio |
Institutional | 0.80% | February 28, 2024 | |||
| International Carbon Transition Equity Portfolio |
Institutional | 0.80% | February 28, 2024 | |||
4. You further agree that you will continue the applicable management fee waiver and/or expense reimbursement under Paragraph 3 above until the later of (A) the dates set forth above or (B) the date on which the Fund’s prospectuses are updated to reflect superseding waiver/reimbursement arrangements, if any, or the termination thereof.
5. Each Maximum Permitted Rate does not include any expenses attributable to (1) dividend expense, borrowing costs, and interest expense relating to short sales and (2) interest, taxes, brokerage commissions and extraordinary expenses, and you are not obligated to waive administrative fees or reimburse operating expenses to the extent that the Fund’s aggregate operating expenses exceed the Maximum Permitted Rate because of the aforesaid.
6. This Agreement shall terminate automatically upon the termination of the Investment Advisory Agreement between you and the Company.
7. You understand that you shall look only to the assets of the relevant Fund for performance of this Agreement and for payment of any claim you may have hereunder, and neither any other Fund of the Company, nor any of the Company’s directors, officers, employees, agents, or shareholders, whether past, present or future, shall be personally liable therefore.
8. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New Jersey, except (a) Paragraph 7 shall be governed by, construed and enforced in accordance with the laws of the State of Maryland and (b) insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling. Any amendment to this Agreement shall be in writing signed by the parties hereto.
If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.
| XXXXXXX, XXXXXXX FUNDS, INC. |
| By: /s/ Xxxx Xxxxxx |
| Name: Xxxx Xxxxxx |
| Title: President |
| The foregoing Agreement is hereby accepted as of July 1, 2023 |
| Xxxxxxx Xxxxxxx XX |
| By: /s/ Xxxxx Xxxxxxx |
| Name: Xxxxx Xxxxxxx |
| Title: Chief Executive Officer |
