EXPENSE LIMITATION AGREEMENT
This
agreement is made as of the 16th day of November, 2006 by and between XXXXXXX
& XXXXXX FUND, INC., a Maryland Corporation (the "Fund"), and XXXXXXX &
XXXXXX ADVISORS, INC., a New York Corporation (the "Advisor"), with respect
to
the following:
WHEREAS,
the Advisor serves as the investment advisor to certain series of the Fund
(each, a "Series"), as listed on Schedule A, pursuant to an Investment Advisory
Agreement dated April 30, 1993, as amended from time to time (the "Investment
Advisory Agreement"); and
WHEREAS,
the Fund and the Advisor desire to enter into a contractual fee waiver
arrangement for the period beginning March 1, 2007 and ending on February 28,
2008.
NOW
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt whereof is hereby acknowledged,
the
parties hereto agree as follows:
1. The
Advisor agrees to waive its fee and/or reimburse expenses so that each Series’
total annual fund operating expenses does not exceed the "Expense Limitation"
for
such
Series as set forth on
Schedule A for the period beginning on March 1, 2007 and ending on February
28,
2008.
2. Upon
the
termination of the Investment Advisory Agreement this Agreement shall
automatically terminate.
3. Any
question of interpretation of any term or provision of this Agreement having
a
counterpart in or otherwise derived from a term or provision of the Investment
Company Act of 1940, as amended (the "1940 Act") shall be resolved by reference
to such term or provision of the 1940 Act and to interpretations thereof, if
any, by the United States Courts or in the absence of any controlling decision
of any such court, by rules, regulations or orders of the Securities and
Exchange Commission ("SEC") issued pursuant to said Act. In addition, where
the
effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is revised by rule, regulation or order of the SEC, such provision
shall be deemed to incorporate the effect of such rule, regulation or order.
Otherwise the provisions of this Agreement shall be interpreted in accordance
with the laws of Maryland.
1-PH/2113284.1
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in
duplicate by their respective officers as of the day and year first above
written.
XXXXXXX
& XXXXXX FUND,
INC.
On
behalf
of each of its Series listed on Schedule
A
hereto
by:
/s/
B. Xxxxxx Xxxxxxx
By:
B.
Xxxxxx Xxxxxxx
Title:
President
XXXXXXX
& XXXXXX ADVISORS, INC.
by:
/s/
Xxxxxxxx Xxxxxx
By:
Xxxxxxxx Xxxxxx
Title:
Corporate Secretary
1-PH/2113284.1
SCHEDULE
A
|
Series
|
Expense
Limitation
|
|
Pro-Blend
Conservative Term Series Class A
|
1.00%
|
|
Pro-Blend
Conservative Term Series Class B
|
2.00%
|
|
Pro-Blend
Conservative Term Series Class C
|
1.75%
|
|
Pro-Blend
Conservative Term Series Class D
|
1.50%
|
|
Pro-Blend
Conservative Term Series Class E
|
1.25%
|
|
Pro-Blend
Moderate Term Series Class A
|
1.20%
|
|
Pro-Blend
Moderate Term Series Class B
|
2.20%
|
|
Pro-Blend
Moderate Term Series Class C
|
1.95%
|
|
Pro-Blend
Moderate Term Series Class D
|
1.70%
|
|
Pro-Blend
Moderate Term Series Class E
|
1.45%
|
|
Pro-Blend
Extended Term Series Class A
|
1.20%
|
|
Pro-Blend
Extended Term Series Class B
|
2.20%
|
|
Pro-Blend
Extended Term Series Class C
|
1.95%
|
|
Pro-Blend
Extended Term Series Class D
|
1.70%
|
|
Pro-Blend
Extended Term Series Class E
|
1.45%
|
|
Pro-Blend
Maximum Term Series Class A
|
1.20%
|
|
Pro-Blend
Maximum Term Series Class B
|
2.20%
|
|
Pro-Blend
Maximum Term Series Class C
|
1.95%
|
|
Pro-Blend
Maximum Term Series Class D
|
1.70%
|
|
Pro-Blend
Maximum Term Series Class E
|
1.45%
|
|
Tax
Managed Series Class A
|
1.20%
|
|
Tax
Managed Series Class B
|
2.20%
|
|
Tax
Managed Series Class C
|
1.95%
|
|
Tax
Managed Series Class D
|
1.70%
|
|
Tax
Managed Series Class E
|
1.45%
|
|
Equity
Series
|
1.05%
|
|
Overseas
Series
|
0.95%
|
