AMENDMENT TO SUBADVISORY AGREEMENT T. Rowe Price Associates, Inc.
SUB-ITEM 77Q1: Exhibit M
AMENDMENT TO SUBADVISORY AGREEMENT
X. Xxxx Price Associates, Inc.
AMENDMENT made as of this 29th day of December, 2008 to the Subadvisory Agreement dated October 17, 2005, as amended (the “Agreement”), between Xxxx Xxxxxxx Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”), and X. Xxxx Price Associates, Inc., a Maryland Corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Appendix A of the Agreement, “Compensation of Subadviser,” is hereby amended to add the following portfolio:
| Mid Value Fund |
| In all other respects, the Agreement is confirmed and remains in full force and effect. |
3. EFFECTIVE DATE
This Amendment shall become effective on the later to occur of (i) approval of this amendment by the Trustees of the Xxxx Xxxxxxx Fund II and (ii) the date of its execution.
1
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.
| Xxxx Xxxxxxx Investment Management Services, LLC | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | ||
| Title: Executive Vice President | ||
| X. Xxxx Price Associates, Inc. | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: Vice President | ||
| APPENDIX A |
The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio accrued daily at an annual rate as follows (the "Subadviser Fee"):
| First | Excess Over | |||
| $50 million | $50 million | |||
| of Aggregate | of Aggregate | |||
| Portfolio | Net Assets* | Net Assets* | ||
| Mid Value Fund | [ ] % | [ ] % |
*The term Aggregate Net Assets includes the net assets of the Portfolio managed by the Subasdviser. It also includes the net assets of one or more other portfolios of the Trust, or other portfolios managed by the Subadviser as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined by the custodian or fund accountant as of the close of business on the previous business day of the Trust, and the net assets of each other portfolio are determined as of the close of business on the previous business day of that other portfolio.
| Trust Portfolio(s) | Other Portfolio(s) | |||
| Mid Value Fund | -- | Mid Value Trust, a series of Xxxx Xxxxxxx | ||
| Trust |
The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Subadviser Fee for each Portfolio shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the Portfolio. The Adviser shall provide Subadviser with such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire transfer or check, as directed by Subadviser.
If, with respect to any Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or change occurs.
