EXPENSE WAIVER AND
REIMBURSEMENT AGREEMENT
THIS AGREEMENT is made as of the 1st day of August 2001, between The Xxxxxx
Portfolio, Inc., an Oregon corporation (the "Fund") and Xxxxxx Investment
Management, Inc., an Oregon corporation (the "Adviser").
WHEREAS, the Adviser has entered into an Amended and Restated Investment
Advisory Agreement with the Fund, dated as of August 1, 2001 pursuant to which
the Adviser provides, or arranges for the provision of, investment advisory and
management services to the Fund, and for which it is compensated based on the
average daily net assets of such Fund; and
WHEREAS, the Fund and the Adviser have determined that it is appropriate
and in the best interests of the Fund and its shareholders to limit the total
expenses of the Fund;
NOW, THEREFORE, the parties hereto agree as follows:
1. Expense Waiver and Reimbursement by the Adviser. The Adviser agrees to
reduce all or a portion of its management fee and, if necessary, to
bear certain other expenses (to the extent permitted by the Internal
Revenue Code of 1986, as amended) associated with operating the Funds
to the extent necessary to limit the annualized expenses of the Fund
to 1.40% of the Fund's average daily net assets.
2. Duty of Fund to Reimburse. Subject to approval by the Board of
Directors of the Fund, the Fund agrees to reimburse the Adviser on a
monthly basis such reduced or waived management fees, and any expenses
borne pursuant to paragraph 1, in later periods; provided, however,
that the Fund is not obligated to reimburse any such reduced or waived
management fees, or expenses borne pursuant to paragraph 1, more than
three years after the end of the fiscal year in which the fee was
reduced or waived or the expense was borne. The Fund's Board of
Directors shall review quarterly any reimbursement paid to the Adviser
with respect to the Fund in such quarter.
3. Assignment. No assignment of this Agreement shall be made by the
Adviser without the prior consent of the Fund.
4. Duration and Termination. This Agreement shall be effective for the
period from August 1, 2001 through July 31, 2002, and shall continue
in effect from year to year thereafter upon mutual agreement of the
Fund and the Adviser. This Agreement shall automatically terminate
upon the termination of the Amended and Restated Investment Advisory
Agreement between the Adviser and the Fund. Termination of this
Agreement does not affect any obligations of reimbursement of the Fund
under paragraph 2.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first-above written.
THE XXXXXX PORTFOLIO, INC. XXXXXX INVESTMENT MANAGEMENT, INC.
By: By:
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Print: Print:
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Title: Title:
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