AMENDMENT TO INVESTMENT MANAGEMENT SUB-DELEGATION AGREEMENT Originally Between
AMENDMENT TO
INVESTMENT MANAGEMENT SUB-DELEGATION AGREEMENT
Originally Between
X. XXXX PRICE INTERNATIONAL, INC.
And
X. XXXX PRICE GLOBAL XXXXX XXXXX
This is an amendment, made as of August 1, 2011, to the Investment Management Sub-Delegation Agreement (“Sub-Delegation Agreement”), as amended to date, by and between X. Xxxx Price Associates, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America, with its principal office at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx XX 00000, Xxxxxx Xxxxxx and X. Xxxx Price International Ltd, Tokyo branch (“TRPI-Tokyo”), a registered investment management business provider and investment advisory/agency business provider under FI&E Law in Japan, with its office at NBF Hibiya Building 20th Floor, 0-0, Xxxxxxxxxx-xxx x-xxxxx, Xxxxxxx-xx, Xxxxx 000-0000, Xxxxx. The Adviser and TRPI-Tokyo are registered investment advisers under the Investment Advisers Act of 1940 (“Advisers Act”).
WHEREAS, the Adviser succeeded to all the assets and liabilities of X. Xxxx Price International, Inc. (“Price International”) in a merger transaction consummated at the close of business on December 31, 2010; and accordingly, is the investment adviser pursuant to a restated Investment Advisory Agreement dated as of the close of business on the 31st day of December, 2010 (“Fund Advisory Agreement”) with the X. Xxxx Price International Funds, Inc., X. Xxxx Price International Series, Inc, and X. Xxxx Price Institutional International Funds, Inc, on behalf of the X. Xxxx Price Japan Fund, X. Xxxx Price International Discovery Fund, X. Xxxx Price International Stock Fund, X. Xxxx Price International Stock Portfolio, and X. Xxxx Price Institutional International Growth Equity Fund, each of which is engaged in business as an open-end investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”);
WHEREAS, TRPI-Tokyo is engaged in the business of, among other things, rendering discretionary investment management services and is registered in Japan with the Financial Services Agency (“FSA”) and the Kanto Local Finance Bureau (“KLFB”);
WHEREAS, the Adviser has succeeded Price International as party to an Investment Management Sub-Delegation Agreement, dated April 28, 2005, with X. Xxxx Price Global Xxxxx Xxxxx (“Global Investment Services TK”, now TRPI-Tokyo), with respect to the X. Xxxx Price Japan Fund and X. Xxxx Price International Discovery Fund, and a subsequent Investment Management Sub-Delegation Agreement dated June 15, 2009, with Global Investment Services TK (now TRPI-Tokyo) with respect to the X. Xxxx Price International Stock Fund, X. Xxxx Price International Stock Portfolio, and X. Xxxx Price Institutional International Growth Equity Fund (collectively now reflected in the Sub-Delegation Agreement); and
WHEREAS, the discretionary investment management and dealing facilitation services provided by TRPI-Tokyo under the Sub-Delegation Agreement with respect to the X. Xxxx Price International Stock Fund, X. Xxxx Price International Stock Portfolio, and X. Xxxx Price Institutional International Growth Equity Fund are no longer required;
NOW, THEREFORE, in consideration of the premises and mutual promises herein set forth, the parties hereto agree as follows:
1. Any conflicts between the Sub-Delegation Agreement and any of the amendments to the Sub-Delegation Agreement, including this amendment, shall be controlled by the latest executed amendment containing the conflicting language.
2. The Sub-Delegation Agreement with respect to the X. Xxxx Price International Stock Fund, X. Xxxx Price International Stock Portfolio, and X. Xxxx Price Institutional International Growth Equity Fund, is hereby terminated as of August 1, 2011, and the Sub-Delegation Agreement is amended to reflect that the term “Funds” means only the X. Xxxx Price International Discovery Fund and X. Xxxx Price Japan Fund.
3. Except as provided herein, the Sub-Delegation Agreement shall remain in full force and effect and shall continue without modification in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized signatories as of the day and year first above written.
Attest: X. XXXX PRICE ASSOCIATES, INC.
/s/Xxxxxxx X. Xxx Xxxx /s/ Xxxxx Xxxxxxxxxxx
___________________________________ By: ____________________________________
Xxxxxxx X. Xxx Xxxx Xxxxx Xxxxxxxxxxx
Secretary Vice President
X. XXXX PRICE INTERNATIONAL LTD, TOKYO BRANCH
/s/ X. Xxxxxxxx Xxxx
By: ___________________________________
X. Xxxxxxxx Xxxx
Representative in Japan and Vice President
X. Xxxx Price International Ltd, Tokyo Branch
NBF Hibiya Building 20th Floor
0-0, Xxxxxxxxxx-xxx 0-xxxxx
Xxxxxxx-xx, Xxxxx 000-0000
Xxxxx
Financial Instruments Provider: Director General of Kanto Local Financial Bureau (Finance Instruments) No. 445
Joined Association: Japan Securities Investment Advisers Association – Membership No. 011-01162
For purposes of Clause #2 above:
X. XXXX PRICE INTERNATIONAL LTD
/s/ Xxxxxxxxx Xxxxxx
By: ___________________________________
Xxxxxxxxx Xxxxxx
Vice President
