AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
This AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (the
"AGREEMENT") is effective as of June 9, 2005 by and between XXXXXXXXX GLOBAL
INVESTORS (NORTH AMERICA), INC., a Delaware corporation (the "ADVISER")
and XXXXXXXXX GLOBAL FUNDS (the "TRUST"), on behalf of the Xxxxxxxxx U.S. Core
Growth Fund series of the Trust (the "FUND"), hereby amends and restates the
Expense Limitation Agreement by and between the Adviser and the Trust, on behalf
of the Fund, dated April 30, 2004.
WHEREAS, the Trust is a Delaware business 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 and April 30, 2004, pursuant to which
the Adviser provides investment advisory services to the Fund for compensation
based on the value of the average daily net assets of the Fund, or average daily
managed assets with respect to the Xxxxxxxxx Income Advantage Fund; and
WHEREAS, the Trust and the Adviser have determined that it is
appropriate and in the best interests of the Fund and its shareholders to
maintain the expenses of the Fund at a level below the level to which the Fund
may otherwise be subject;
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, 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 Fund shall be 1.75% (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 until July 31, 2010, unless
renewed by written agreement of the parties.
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. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.
2.1 REIMBURSEMENT. If on any day during which the Advisory Agreement
is in effect, the estimated annualized Fund Operating Expenses of the Fund for
that day are less than the Operating Expense Limit, the Adviser shall be
entitled to reimbursement by the Fund of the investment advisory fees waived or
reduced, and any other expense reimbursements or similar payments remitted by
the Adviser to the Fund pursuant to Section 1 hereof (the "Reimbursement
Amount") during the period from April 30, 2004 through April 30, 2007,
determined on a first in first out basis, to the extent that the Funds'
annualized Operating Expenses plus the amount so reimbursed equals, for such
day, the Operating Expense Limit, provided that such amount paid to the Adviser
will in no event exceed the total Reimbursement Amount and will not include any
amounts previously reimbursed.
3. TERM AND TERMINATION OF AGREEMENT. The Agreement shall terminate
either upon the termination of the Advisory Agreement or on July 31, 2010. 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.
4. MISCELLANEOUS.
4.1 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.
4.2 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 or By-Laws, 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.
4.3 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.
4.4 AMENDMENTS. This Agreement may be amended only by a written
agreement signed by each of the parties hereto.
4.5 ASSIGNMENT. This Agreement may be assigned to the successors in
interest of either party with the consent of the other party.
2
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 X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
------------------------------------
Title: Secretary
------------------------------------
XXXXXXXXX GLOBAL FUNDS
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
------------------------------------
Title: VP
------------------------------------
3
