AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
This AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (the "AGREEMENT"),
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 European Focus 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
August 31, 2001, as amended and restated effective November 4, 2002.
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 30, 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; 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 through July 31, 2005, 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 any of the previous
three fiscal years, determined on a first in first out basis, to the extent that
the Fund's 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.
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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
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Name: Xxxxx X. Xxxxxx
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Title: Secretary
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XXXXXXXXX GLOBAL FUNDS
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: VP
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