Exhibit 9.15
Xxxxxxxx-Xxxxxxxxx Mutual Funds
000 Xxxx Xxxxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
July 24, 1998
Xxxxxxxx-Xxxxxxxxx Capital Management
000 Xxxx Xxxxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
In connection with our reorganization as a multiple class investment
company, this will confirm that the expense limitation letter agreement between
us dated September 27, 1993, as previously amended, is hereby amended and
restated in full, as follows.
Xxxxxxxx-Xxxxxxxxx Capital Management (the "Investment Adviser") will
reduce its investment advisory fees with respect to the various series (each a
"Fund") of Xxxxxxxx-Xxxxxxxxx Mutual Funds, and will pay or reimburse the Funds
for other expenses, as necessary in order to ensure that the total Basic
Expenses paid by the Funds (as defined below) do not exceed, as a percentage of
the Funds' net assets on an annual basis, the Basic Expense Limitations set
forth in Exhibit A. Any such fee reductions, expenses and reimbursements made
with respect to a Fund will be allocated among the various classes of shares of
the Fund in accordance with the preferential dividend requirements of Subchapter
M of the Internal Revenue Code of 1986, as amended (the "Preferential Dividend
Requirements"). For purposes of this paragraph, the term "Basic Expenses" of a
Fund means all expenses of the Fund which are allocated among the various
classes of the Fund pro rata based on the relative net asset values attributable
to each class, and excludes all class-specific expenses of the Fund which are
incurred by and allocated specifically to any class.
In addition, the Investment Adviser will reduce its investment
advisory fees with respect to the Funds, and will pay or reimburse the Funds for
other expenses, as necessary in order to ensure that the Total Expenses of the
Funds (as defined below) do not exceed, as a percentage of the Funds' net assets
on an annual basis, the Current Total Expense Limitations set forth in
Exhibit A. The Total Expenses covered by this paragraph are comprised of all
expenses of the Funds other than interest, taxes, brokerage commissions and
other portfolio transaction expenses, capital expenditures and extraordinary
expenses. Any such fee reductions or expense reimbursements made with
respect to a Fund will be allocated among the various classes of shares of the
Fund in accordance with the Preferential Dividend Requirements. You acknowledge
that, in order to comply with the Current Total Expense Limitations with respect
to any Fund in a manner consistent with the Preferential Dividend Requirements,
it may be necessary to reduce the Basic Expense Limitations applicable to the
various classes of shares of such Fund.
Each Fund will reimburse the Investment Adviser for fees foregone or
other expenses paid by the Investment Adviser pursuant to the foregoing
limitations in later years in which the relevant expenses of the Fund are less
than the Basic Expense Limitations and Current Total Expense Limitations for
such Fund in effect at the time such fees were foregone or expenses were paid by
the Investment Adviser. However, this reimbursement obligation with respect to
fees foregone or other expenses paid by the Investment Adviser on behalf of a
Fund will expire on the later of the following dates: (i) the end of the fiscal
year of the Fund which is five years after the fiscal year in which such fees
were foregone or expenses paid; and (ii) March 31, 2002. Any reimbursements
made with respect to a Fund will be allocated among the various classes of
shares of the Fund in accordance with the Preferential Dividend Requirements.
The expense limitations set forth above will remain in effect until
March 31, 1999, and thereafter if and to the extent agreed upon by you with the
Funds, as reflected in a written agreement between us or in the prospectus and
statement of additional information of the Funds as in effect from time to time.
Please sign this letter below to confirm your agreement with the
foregoing.
.
Very truly yours,
X. Xxxxx Xxxxx, Xx.
Secretary
AGREED:
Xxxxxxxx-Xxxxxxxxx Capital Management
By: Xxxxxxxx-Xxxxxxxxx Capital Management
Holdings, L.P., its General Partner
By: Xxxxxxxx-Xxxxxxxxx Capital Management
Holdings, Inc., its General Partner
By:
------------------------------
X. Xxxxx Xxxxx, Xx.
Secretary
EXHIBIT A
Current
Basic Expense Total Expense
Name of Fund and Class Limitation Limitation
---------------------- ---------- ----------
Mid Cap Growth Fund
(formerly Core Growth Fund)
Class A 1.29% 1.60%
Class B 1.94 2.25
Class C 1.94 2.25
Class Q 1.19 1.25
Class I 0.94 1.00
Large Cap Growth Fund, Class A 1.34 1.60
Class B 1.99 2.25
Class C 1.99 2.25
Class Q 1.24 1.25
Class I 0.99 1.00
Mini Cap Growth Fund, Class I 1.56 1.56
Small Cap Growth Fund
(formerly Emerging Growth Fund)
Class A 1.47 1.95
Class B 2.12 2.60
Class C 2.12 2.60
Class Q 1.37 1.50
Class I 1.12 1.17
Convertible Fund
(formerly Income & Growth Fund)
Class A 1.30 1.60
Class B 1.95 2.25
Class C 1.95 2.25
Class Q 1.20 1.25
Class I 0.95 1.00
Balanced Growth Fund, Class A 1.21 1.60
Class B 1.86 2.25
Class C 1.86 2.25
Current
Basic Expense Total Expense
Name of Fund and Class Limitation Limitation
---------------------- ---------- ----------
Class Q 1.11 1.25
Class I 0.86 1.00
Current
Basic Expense Total Expense
Name of Fund and Class Limitation Limitation
---------------------- ---------- ----------
Worldwide Growth Fund, Class A 1.60 1.85
Class B 2.25 2.50
Class C 2.25 2.50
Class Q 1.50 1.60
Class I 1.25 1.35
International Core Growth Fund, Class A 1.69 1.95
Class B 2.34 2.60
Class C 2.34 2.60
Class Q 1.59 1.65
Class I 1.34 1.40
Emerging Countries Fund, Class A 1.95 2.25
Class B 2.60 2.90
Class C 2.60 2.90
Class Q 1.85 1.90
Class I 1.60 1.65
Global Growth & Income Fund, Class I 1.35 1.35
International Small Cap Growth Fund, Class A 1.66 1.95
Class B 2.31 2.60
Class C 2.31 2.60
Class Q 1.56 1.65
Class I 1.31 1.40
Money Market Fund 1.10 1.10
Value Fund, Class A 1.29 1.60
Class B 1.94 2.25
Class C 1.94 2.25
Class Q 1.19 1.25
Class I 0.94 1.00
Current
Basic Expense Total Expense
Name of Fund and Class Limitation Limitation
---------------------- ---------- ----------
High Yield Bond Fund, Class A 1.01 1.10
Class B 1.66 1.75
Class C 1.66 1.75
Class Q 0.91 1.00
Class I 0.75 0.75
Strategic Income Fund, Class I 0.75 0.75
Short-Intermediate Fixed Income Fund, Class I 0.35 0.35
High Quality Bond Fund
(formerly Fully Discretionary Fixed Income Fund)
Class A 0.75 1.30
Class B 1.40 1.70
Class C 1.40 1.70
Class Q 0.65 0.88
Class I 0.40 0.45
Global Blue Chip, Class I 1.40 1.40
Emerging Markets Bond, Class I 0.95 0.95
Pacific Rim, Class I 1.40 1.40
Greater China, Class I 1.40 1.40
Latin America, Class I 1.65 1.65
Global Technology, Class I 1.40 1.40
