FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
This Fee Waiver Agreement (the “Agreement”) is made as of the 25th day of October 2016 between The Xxxxxxx Funds, Inc., a Maryland corporation (the “Fund”), on behalf of each of the portfolios (each, a “Portfolio”) of the Fund set forth on Schedule A hereto, and Xxxxxxx Investment Management L.L.C., a Delaware limited liability company (the “Adviser”).
WHEREAS, the Adviser has entered into a Restated Investment Advisory Agreement with the Fund, dated October 21, 2004 (the “Advisory Agreement”), pursuant to which the Adviser provides investment advisory services to each Portfolio, and for which it is compensated based on the average daily net assets of the Portfolio; and
WHEREAS, the Fund and the Adviser have determined that it is appropriate and in the best interests of each Portfolio and its shareholders to have the Adviser waive a portion of its fee due under the Advisory Agreement, and/or to otherwise reimburse Portfolio expenses, as set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
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1.
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Fee Waiver/Expense Reimbursement by the Adviser. For the respective periods set forth on Schedule A hereto, if the aggregate direct expenses of a Portfolio class, exclusive of taxes, interest, brokerage, dividends on short positions, fees and expenses of “acquired funds” (as defined in Form N-1A), extraordinary items and shareholder redemption fees but including the management fee stated in the Advisory Agreement, exceed the percentage of the value of the class’s average daily net assets on Schedule A hereto (the “Expense Cap”), the Adviser will reimburse such excess expense.
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2.
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Reimbursement of Fees and Expenses. The Adviser has a right to receive from each Portfolio class reimbursement for fee waivers and/or expense reimbursements made pursuant to this Agreement for a period of up to 36 months (the “Reimbursable Period”) from the time of any waiver or reimbursement made pursuant to Section 1 hereof, provided that after giving effect to such reimbursement Total Annual Fund Operating Expenses (as used in Form N-1A) (exclusive of taxes, interest, brokerage, dividends on short positions, fees and expenses of “acquired funds” (as defined in Form N-1A), extraordinary items and shareholder redemption fees but including the management fee stated in the Advisory Agreement) do not exceed the lesser of the Expense Cap in effect (i) at the time of the waiver or reimbursement or (ii) at the time of recoupment, during each 12-month period ended April 30 (with respect to Retail Class shares) or during each 12-month period ended December 31 (with respect to Institutional Class shares) in the Reimbursable Period.
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3.
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Amendment; Assignment. This Agreement can only be amended by agreement of the Fund, upon approval by the Fund’s Board of Directors, and the Adviser to lower the Expense Cap. No assignment of this Agreement shall be made by the Adviser without the prior consent of the Fund.
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4.
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Duration and Termination. This Agreement shall supersede that certain Fee Waiver Agreement by and between The Xxxxxxx Funds, Inc. and the Adviser dated as of April 26, 2016. This Agreement can only be terminated by agreement of the Fund, upon approval of the Fund’s Board of Directors, and the Adviser, except that this Agreement, except Section 2 hereof, shall automatically terminate in the event of termination of the Advisory Agreement.
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NY 76418831v5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first-above written.
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THE XXXXXXX FUNDS, INC.
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XXXXXXX INVESTMENT MANAGEMENT
L.L.C.
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By: /s/ Xxxxx X. Xxxxxxxxxx
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By: /s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
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Title: Secretary and Treasurer
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Title: Chief Financial Officer
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NY 76418831v5
SCHEDULE A
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Maximum Total Annual Fund
Operating Expenses
(as a percentage of
average daily net assets)
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Name of Portfolio
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Retail Class Shares
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Institutional Class Shares
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Until April 30, 2017
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Until December 31, 2017
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Xxxxxxx Growth Fund
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1.95%
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1.40%
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Xxxxxxx Aggressive Growth Fund
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1.95%
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1.40%
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Xxxxxxx Small Cap Growth Fund
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1.95%
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1.40%
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NY 76418831v5
