FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT HARDING, LOEVNER FUNDS, INC. Bridgewater, New Jersey 08807
Ex.99.(d)(14)
FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
XXXXXXX, XXXXXXX FUNDS, INC.
000 Xxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000
February 28, 2019
Xxxxxxx Loevner LP
000 Xxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000
Ladies and Gentlemen:
1. Global Equity Portfolio, International Equity Portfolio, International Small Companies Portfolio, Institutional Emerging Markets Portfolio, Emerging Markets Portfolio, Frontier Emerging Markets Portfolio, International Equity Research Portfolio, Global Equity Research Portfolio and Emerging Markets Research Portfolio (each, a “Fund”) are series of Xxxxxxx, Xxxxxxx Funds, Inc., a Maryland corporation (“Company”). Operating expenses of each Fund are annual rates expressed as a percentage of average daily net assets.
2. Xxxxxxx Loevner LP (“you”) is the Adviser to the Global Equity Portfolio, International Equity Portfolio, International Small Companies Portfolio, Institutional Emerging Markets Portfolio, Emerging Markets Portfolio and Frontier Emerging Markets Portfolio pursuant to an Investment Advisory Agreement dated August 26, 2009. You are the Adviser to the International Equity Research Portfolio pursuant to an Investment Advisory Agreement dated December 17, 2015. You are the Adviser to the Global Equity Research Portfolio and Emerging Markets Research Portfolio pursuant to an Investment Advisory Agreement dated December 19, 2016.
3. You hereby agree that you will waive a portion of the applicable management fee payable to you by each Fund and/or reimburse the Fund for its other operating expenses to the extent that the aggregate operating expenses through February 29, 2020 otherwise would exceed the applicable percentage shown in the chart below (each, a “Maximum Permitted Rate”):
| Fund Name |
Share Class |
Maximum Permitted Rate |
||||
| Global Equity Portfolio | Advisor Institutional Institutional Class Z |
|
1.25 0.95 0.90 |
% % % | ||
| International Equity Portfolio | Investor Institutional Institutional Class Z |
|
1.25 1.00 0.80 |
% % % | ||
| International Small Companies Portfolio |
Investor Institutional |
|
1.40 1.15 |
% % | ||
| Institutional Emerging Markets Portfolio |
Institutional Institutional Class Z* |
|
1.30 1.15 |
% % | ||
| Emerging Markets Portfolio |
Advisor Investor |
|
1.75 1.75 |
% % | ||
| Frontier Emerging Markets Portfolio |
Investor Institutional Class I Institutional Class II |
|
2.00 1.75 1.35 |
% % % | ||
| Global Equity Research Portfolio |
Institutional | 0.80 | % | |||
| International Equity Research Portfolio |
Institutional Institutional Class Z |
|
0.75 0.75 |
% % | ||
| Emerging Markets Research Portfolio |
Institutional | 1.15 | % | |||
| * | With respect to Institutional Class Z of the Institutional Emerging Markets Portfolio, you agree that you will waive the applicable management fee payable to you by the Fund and/or reimburse the Fund for its other operating expenses to the extent that the aggregate operating expenses of Institutional Class Z exceed the applicable contractual management fee, through February 29, 2020. |
4. You further agree that you will continue the applicable management fee waiver and/or expense reimbursement under Paragraph 3 above until the later of February 29, 2020 or the date on which the Fund’s prospectuses are updated to reflect superseding waiver/reimbursement arrangements, if any, or the termination thereof.
5. Each Maximum Permitted Rate does not include any expenses attributable to (1) dividend expense, borrowing costs, and interest expense relating to short sales and (2) interest, taxes, brokerage commissions and extraordinary expenses, and you are not obligated to waive administrative fees or reimburse operating expenses to the extent that the Fund’s aggregate operating expenses exceed the Maximum Permitted Rate because of the aforesaid.
6. This Agreement shall terminate automatically upon the termination of the Investment Advisory Agreement between you and the Company.
7. You understand that you shall look only to the assets of the relevant Fund for performance of this Agreement and for payment of any claim you may have hereunder, and neither any other Fund of the Company, nor any of the Company’s directors, officers, employees, agents, or shareholders, whether past, present or future, shall be personally liable therefore.
8. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New Jersey, except (a) Paragraph 7 shall be governed by, construed and enforced in accordance with the laws of the State of Maryland and (b) insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling. Any amendment to this Agreement shall be in writing signed by the parties hereto.
If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.
| XXXXXXX, XXXXXXX FUNDS, INC. | ||||||||
| By: | /s/ Xxxxxxx X. Xxxxxx | By: | /s/ Xxxxxxx X. Xxxx | |||||
| Name: |
Xxxxxxx X. Xxxxxx | Name: | Xxxxxxx X. Xxxx | |||||
| Title: |
President | Title: | Chief Financial Officer and Treasurer | |||||
| The foregoing Agreement is hereby accepted as of March 1, 2019 |
||||||||
| Xxxxxxx Loevner XX | Xxxxxxx Xxxxxxx XX | |||||||
| By: | /s/ Xxxxx X. Xxxxxxx | By: | /s/ Xxxxx X. Xxxxx | |||||
| Name: | Xxxxx X. Xxxxxxx | Name: | Xxxxx X. Xxxxx | |||||
| Title: | President and Chief Executive Officer | Title: | General Counsel | |||||
