INTERNATIONAL CORE FUND AMENDMENT TO SUB-ADVISORY AGREEMENT
INTERNATIONAL CORE FUND
AMENDMENT TO SUB-ADVISORY AGREEMENT
AMENDMENT (the “Amendment”) made this 1st day of July, 2015 to Sub-Advisory Agreement (the “Agreement”) executed as of January 1, 2014 between XXXX XXXXXXX ADVISERS, LLC, a Delaware limited liability company (the “Adviser”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Subadviser”). In consideration of the mutual covenants herein contained, the parties agree as follows:
1.
CHANGES IN APPENDIX A
Appendix A is amended to aggregate additional portfolios for purposes of calculating breakpoints in the subadvisory fee for Xxxx Xxxxxxx International Core Fund as set forth in Appendix A.
2.
EFFECTIVE DATE
The Amendment shall become effective with respect to the fund on the later of:
(i) the date of its execution, and
(ii) approval by the Board of Trustees of the Trust of the Amendment.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
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 ADVISERS, LLC
By:
/s/ Xxx Xxxxxxx
Name:
Xxx Xxxxxxx
Title:
Senior Vice President and
Chief Investment Officer
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APPENDIX A
The Subadviser shall serve as investment subadviser for the Fund. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement, the fee computed as indicated below.
1. For purposes of calculating the fee to be paid to the Subadviser under this Agreement:
"Fund Assets" shall mean the net assets of the Fund managed by the Subadviser for which the fee is being calculated;
"Other Assets" shall mean the net assets of the portion of assets managed by the Subadviser of the accounts listed in the table under Item 3 below;
"Combined Assets" shall mean the sum of Fund Assets and Other Assets; and
"Daily Fund Net Assets" shall mean the net asset value of the Fund Assets as of the end of each day.
"Daily Combined Net Assets" shall mean the net asset value of the Combined Assets as of the end of each day.
2. The Subadviser’s fee shall be calculated and accrued daily based upon the Daily Fund Net Assets and the sum of the daily fee accruals shall be paid monthly in arrears (within 10 days of receipt by the Adviser of an invoice from the Subadviser). The fee accrued each calendar day shall be calculated by applying the Applicable Rate, as determined in accordance with Item 4 below, to the Daily Fund Net Assets, and dividing by 365 (366 in a leap year).
3. The following table shall be used to determine the Other Assets that correspond to the Fund:
Names of Accounts Used to Calculate “Other Assets”
International Core Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust
Global Equity (Ex-U.S.) Fund, a sub-fund of Xxxx Xxxxxxx Worldwide Investors, PLC.
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4. The following fee schedule shall be used to determine the Applicable Rate used in calculating the fee to be paid to the Subadviser under this Agreement, in each case based on the Daily Combined Net Assets as indicated.
Fund | First | Second | Third | Fourth | Fifth Net Assets | Sixth |
Xxxx Xxxxxxx International Core Fund | [ ]% | [ ]% | [ ]% | [ ]% | [ ]% | [ ]% |
Unless otherwise indicated above, the “Applicable Rate” is equal to (a) the sum of the products of the percentage and the dollar amount of the portion of Daily Combined Net Assets in each respective tranche, divided by (b) the total amount of Daily Combined Net Assets.
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