FORM OF
FEE WAIVER AGREEMENT
Xxxx Xxxxx Fund Adviser, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Xxxx Xxxxx Xxxxxxx Street Trust, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Global Opportunities Bond Fund- Fee Waiver and Expense Cap Agreements
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Ladies and Gentlemen:
Xxxx Xxxxx Fund Adviser, Inc. ("LMFA") hereby agrees that it will waive
its compensation (and, to the extent necessary, bear other expenses) through
July 31, 2007, to the extent that expenses of the Global Opportunities Bond Fund
(the "Fund") (exclusive of taxes, interest, brokerage and extraordinary
expenses) would exceed an annual rate of 0.65% for Institutional Class (the
"Institutional Class Agreement") and 0.90% for Financial Intermediary Class (the
"Financial Intermediary Agreement").
For purposes of determining any such waiver or expense reimbursement,
expenses of a class of the Fund shall not reflect the application of any
custodial, transfer agency or other credits or expense offset arrangements that
may reduce the portfolio's expenses or arrangements with any broker-dealer to
apply a portion of the commission or xxxx-up on any portfolio trade to the
payment of any of the portfolio's other expenses.
In order to determine the Manager's liability for the Fund's expenses over
the Expense Limit, the amount of allowable year-to-date expenses shall be
computed daily by pro-rating the Expense Limit based on the number of days
elapsed within the fiscal year of the Fund ("Pro Rated Limitation"). The Pro
Rated Limitation shall be compared to the expenses of the Fund recorded through
the prior day in order to produce the allowable expenses to be recorded for the
current day ("Allowable Expenses"). If each Class's management fee and other
expenses for the current day exceed the Allowable Expenses, the management fee
for the current day shall be reduced by such excess ("Unaccrued Fees"). In the
event the excess exceeds the amount due as the management fee, the Manager shall
be responsible to the Fund for the additional excess ("Other Expenses Exceeding
Limit").
If at any time up through and including July 31, 2007, each Class's
management fee and other expenses for the current day are less than the
Allowable Expenses, the differential shall be due to the Manager as payment of
cumulative Unaccrued Fees (if any) or as payment for cumulative Other Expenses
Exceeding Limit (if any). If cumulative Unaccrued Fees or cumulative Other
Expenses Exceeding Limit remain at July 31, 2007, these amounts shall be paid to
the Manager in the future provided that: (1) such payment shall be made to the
Manager no later than the end of the third fiscal year after the Unaccrued Fees
or Other Expenses Exceeding Limit was incurred; and (2) such payment shall only
be made to the extent that it does not result in the Fund's aggregate expenses
exceeding an expense limit of 0.65% and 0.90% of its average daily net assets
attributable to the Institutional Class and Financial Intermediary Class of
shares, respectively.
In addition, Brandywine Global Investment Management, LLC ("Brandywine")
hereby agrees with LMFA and the Fund that it will waive its compensation or bear
expenses with respect to the Fund in proportion to the portion of the management
fee that it receives from LMFA prior to waivers. As an illustration, if
Brandywine receives 90% of the total management fee paid by the Fund, then
Brandywine will bear 90% of any waiver of compensation or expense reimbursement.
For the Institutional Class Agreement and the Financial Intermediary
Agreement, we understand that we shall look only to the Institutional Class and
the Financial Intermediary Class of the Fund respectively, for performance of
each Agreement and for payment of any claim we may have hereunder, and neither
any other series of Xxxx Xxxxx Xxxxxxx Street Trust, Inc., (the "Corporation")
or class of the Fund, nor any of the Corporation's directors, officers,
employees, agents, or shareholders, whether past, present or future, shall be
personally liable therefore.
We understand that you will rely on this agreement in accruing the Fund's
expenses for purposes of calculating its net asset value per share, and for
other purposes, in the preparation and filing of the Securities and Exchange
Commission Form N-1A Registration Statement for the Fund, and we expressly
permit you to do so.
Xxxx Xxxxx Fund Adviser, Inc. Brandywine Global Investment
Management, LLC
By: By:
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Xxxxx Xxxxxxxxx
Vice President and Treasurer
Agreed and Accepted:
Xxxx Xxxxx Xxxxxxx Street Trust, Inc.
By:
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Xxxxxxx X. Xxxxxxxxxx
Secretary
