XXXXXXXXX XXXXXX EQUITY FUNDS
XXXXXXXXX XXXXXX INTERNATIONAL LARGE CAP FUND
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
July 25, 2006
Xxxxxxxxx Xxxxxx Management Inc.
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Ladies and Gentlemen:
Xxxxxxxxx Xxxxxx International Large Cap Fund ("Fund") is a series of
Xxxxxxxxx Xxxxxx Equity Funds, a Delaware statutory trust ("Trust").
You hereby agree during the period from June 30, 2006 through August
31, 2009 ("Limitation Period"), to pay operating expenses of the Fund's Trust
Class (excluding interest, taxes, brokerage commissions, and extraordinary
expenses of the Fund) ("Operating Expenses") which exceed, in the aggregate, the
rate of 1.25% per annum of the Fund's average daily net assets ("Expense
Limitation").
The Fund agrees to reimburse you out of assets attributable to its
Trust Class for any Operating Expenses you pay in excess of the Expense
Limitation, provided the reimbursements do not cause the Class' total operating
expenses (exclusive of interest, taxes, brokerage commissions and extraordinary
expenses) to exceed an annual rate of 1.25% of average daily net assets and the
reimbursements are made within three years after the year in which you incurred
the expense.
You understand that you shall look only to the assets attributable to
the Trust Class of the Fund for performance of this Agreement and for payment of
any claim you may have hereunder, and neither any other series of the Trust or
class of the Fund, nor any of the Trust's trustees, officers, employees, agents,
or shareholders, whether past, present or future, shall be personally liable
therefor.
This Agreement is made and to be performed principally in the State of
New York, and except insofar as the Investment Company Act of 1940, as amended,
or other federal laws and regulations may be controlling, this Agreement shall
be governed by, and construed and enforced in accordance with, the internal laws
of the State of New York. 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.
Very truly yours,
XXXXXXXXX XXXXXX EQUITY FUNDS,
on behalf of
XXXXXXXXX XXXXXX INTERNATIONAL LARGE CAP FUND
By: /s/ Xxxxxx Xxxxx
--------------------------------------
Title: Vice President
-----------------------------------
The foregoing Agreement is hereby
accepted as of June 30, 2006
XXXXXXXXX XXXXXX MANAGEMENT INC.
By: /s/ Xxxxxx Xxxxx
----------------------------
Title: Vice President
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