EXPENSE REDUCTION AGREEMENT
Exhibit (h)(6) |
EXPENSE REDUCTION AGREEMENT |
AGREEMENT made as of this 24th day of April 2006, among Xxxxx Xxxxx Growth Trust (the “Trust”) on behalf of each of its series, Xxxxx Xxxxx Asian Small Companies Fund and Xxxxx Xxxxx Greater China Growth Fund (each a “Fund”), Xxxxx Xxxxx Management (“Xxxxx Xxxxx”) and Xxxxx Xxxxxx Investment Management (Bermuda) Limited (“Xxxxx Xxxxxx”).
WHEREAS, the Trust on behalf of each Fund has entered into a Management Agreement (“Management Agreement”) with Xxxxx Xxxxx, which Management Agreement provides that Xxxxx Xxxxx shall be entitled to receive an asset-based fee payable at a certain rate; and
WHEREAS, Xxxxx Xxxxxx has entered into Investment Advisory Agreements (“Advisory Agreements”) with the corresponding master funds into which the Funds invest their assets, which Advisory Agreements provide that Xxxxx Xxxxxx shall be entitled to receive an asset-based fee payable at a certain rate; and
WHEREAS, Xxxxx Xxxxx and Xxxxx Xxxxxx have offered to reduce total expenses of each Fund and the Trustees of the Trust have accepted such expense reductions, such expense reductions being effective as of March 27, 2006; and
WHEREAS, Xxxxx Xxxxx, Xxxxx Xxxxxx and the Trust wish to memorialize said expense reductions in writing;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, the Trust, Xxxxx Xxxxx and Xxxxx Xxxxxx hereby jointly and severally agree as follows:
1. | For so long as the Management Agreement and Advisory Agreements shall remain in effect, notwithstanding any provisions of the Management Agreement or Advisory Agreements to the contrary, Xxxxx Xxxxx and Xxxxx Xxxxxx xxxx reduce the Fund’s total expenses by an amount equal to 0.05% annually, to be accrued and payable to the Fund monthly and such accrued amount to be divided equally between Xxxxx Xxxxx and Xxxxx Xxxxxx. |
2. | This Agreement may only be terminated or amended upon the mutual written consent of the Trust and/or Xxxxx Xxxxx and Xxxxx Xxxxxx, as applicable; provided, however, that (i) no termination of this Agreement shall be effective unless approved by the majority vote of those Trustees of the Trust who are not interested persons of Xxxxx Xxxxx, Xxxxx Xxxxxx and/or the Trust, as applicable (the “Independent Trustees”) and by the vote of a majority of the outstanding voting securities of the Fund (ii) no amendment of this Agreement shall be effective unless approved by the majority vote of the Independent Trustees; and (iii) no amendment of this Agreement that decreases the expense reductions set forth herein shall be effective unless approved by the vote of a majority of the outstanding voting securities of the Fund. |
3. | For purposes of this Agreement the term “vote of a majority of the outstanding voting securities of the Fund” shall mean the vote, at a meeting of Holders, of the lesser of (i) 67 per centum or more of the Interests in the Fund present or represented by proxy at the meeting if the Holders of more than 50 per centum of the outstanding Interests in the Fund are present or represented by proxy at the meeting, or (ii) more than 50 per centum of the outstanding Interests in the Fund. The terms “Holders” and “Interests” when used herein shall have the respective meanings specified in the Declaration of Trust of the Trust. |
4. | This instrument is executed under seal and shall be governed by Massachusetts law. |
IN WITNESS WHEREOF, this Agreement has been executed as of the date set forth above by a duly authorized officer of each party.
XXXXX XXXXX GROWTH TRUST (on behalf of its series named herein)
By: /s/ Xxxxxx X. Xxxxx Xx. Xxxxxx X. Xxxxx Xx. President |
XXXXX XXXXX MANAGEMENT |
By: /s/ Xxxxxxx X. Gemma Xxxxxxx X. Gemma Vice President |
XXXXX XXXXXX INVESTMENT MANAGEMENT (BERMUDA) LIMITED
By: /s/ Xxxxxxx X.X. Xxxx Xxxxxxx X. X. Xxxx Director |
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