Exhibit (d)(3)(b)
AMENDMENT NUMBER TWO
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN
XXX XXXXXX ASSET MANAGEMENT
AND
XXXXXX XXXXXXX INVESTMENT MANAGEMENT LIMITED
This Amendment Number Two, dated November 12, 2009, to the Subadvisory
Agreement dated November 21, 2008 (the "Agreement") by and between XXX XXXXXX
ASSET MANAGEMENT ("VKAM" or the "Adviser"), a Delaware statutory trust, and
XXXXXX XXXXXXX INVESTMENT MANAGEMENT LIMITED (the "Local Manager" or the
"Sub-Adviser"), a company organized under the laws of England, with respect to
Xxx Xxxxxx Technology Fund (the "Fund"), a series of Xxx Xxxxxx Equity Trust II,
hereby amends the terms and conditions of the Agreement in the manner specified
herein, with such changes to be applied as of January 1, 2009.
W I T N E S S E T H
WHEREAS, the Board of Trustees of the Fund at a meeting held on November 12,
2009 has approved an amendment to the Agreement to state the allocation of fees
between VKAM and the Local Manager; and
WHEREAS, the parties desire to amend and restate Section 2.(b) of the Agreement
relating to the compensation to the Local Manager.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereby agree to amend the
Agreement, as follows:
Section 2.(b) of the Agreement is hereby deleted in its entirety and replaced
with the following:
For the services rendered, the facilities furnished and expenses assumed by the
Local Manager, VKAM shall pay to the Local Manager a fee with respect to the
Fund in an amount to be determined from time to time by VKAM and the Local
Manager but in no event in excess of the amount that VKAM actually received for
providing services to the Fund pursuant to the Advisory Agreement. The fee
currently paid by VKAM to the Local Manager in respect to the Fund is set forth
below, as may be amended from time to time.
VKAM will pay the Sub-Adviser on a monthly basis 50% of the net advisory fees,
after taking into account any fee waivers, VKAM receives from the Fund during
such period.
IN WITNESS WHEREOF, the parties have caused this amended Agreement to be
executed as of the day and year first above written.
XXX XXXXXX ASSET MANAGEMENT XXXXXX XXXXXXX INVESTMENT MANAGEMENT
LIMITED
By: /s/ Xxxxxx X. Xxxx III By: /s/ Xxxxxx Onslow
------------------------------- ----------------------
Name: Xxxxxx X. Xxxx III Name: Xxxxxx Onslow
Title: Managing Director, Chief Title: Director
Administrative Officer
