Exhibit (d)(1)
XXXX XXXXXXX FUNDS III
ADVISORY AGREEMENT
Advisory Agreement dated September 2, 2005, between Xxxx Xxxxxxx Funds
III, a Massachusetts business trust (the "Trust"), and Xxxx Xxxxxxx Investment
Management Services, LLC, a Delaware limited liability company ("JHIMS" or the
"Adviser"). In consideration of the mutual covenants contained herein, the
parties agree as follows:
1. APPOINTMENT OF ADVISER
The Trust hereby appoints JHIMS, subject to the supervision of the Trustees of
the Trust and the terms of this Agreement, as the investment adviser for each of
the funds of the Trust specified in Appendix A to this Agreement as it shall be
amended by the Adviser and the Trust from time to time (the "Funds"). The
Adviser accepts such appointment and agrees to render the services and to assume
the obligations set forth in this Agreement commencing on its effective date.
The Adviser will be an independent contractor and will have no authority to act
for or represent the Trust in any way or otherwise be deemed an agent unless
expressly authorized in this Agreement or another writing by the Trust and the
Adviser.
2. DUTIES OF THE ADVISER
a. Subject to the general supervision of the Trustees of the Trust and the
terms of this Agreement, the Adviser will at its own expense, except as
noted below, select and contract with investment subadvisers
("Subadvisers") to manage the investments and determine the composition of
the assets of the Funds; provided, that any contract with a Subadviser (a
"Subadvisory Agreement") shall be in compliance with and approved as
required by the Investment Company Act of 1940, as amended (the "1940
Act"), except for such exemptions therefrom as may be granted to the Trust
or the Adviser. Subject always to the direction and control of the
Trustees of the Trust, the Adviser will monitor compliance of each
Subadviser with the investment objectives and related investment policies,
as set forth in the Trust's registration statement with the Securities and
Exchange Commission, of any Fund or Funds under the management of such
Subadviser, and review and report to the Trustees of the Trust on the
performance of such Subadviser.
b. The Adviser shall furnish to the Trust the following:
i. OFFICE AND OTHER FACILITIES. - The Adviser shall furnish to the
Trust office space in the offices of the Adviser or in such other place as
may be agreed upon by the parties hereto from time to time, and all
necessary office facilities and equipment;
ii. TRUSTEES AND OFFICERS. - The Adviser agrees to permit individuals
who are directors, officers or employees of the Adviser to serve (if duly
elected or appointed) as Trustees or President of the Trust without
remuneration from or other cost to the Trust.
iii. OTHER PERSONNEL. The Adviser shall furnish to the Trust, at the
Trust's expense, any other personnel necessary for the operations of the
Trust. The Adviser shall not, however, furnish to the Trust personnel for
the performance of functions (a) related to and to be performed under the
Trust contract for custodial, bookkeeping, transfer and dividend
disbursing agency services by the bank or other financial institution
selected to perform such services and (b) related to the investment
subadvisory services to be provided by any Subadviser pursuant to a
Subadvisory Agreement.
iv. FINANCIAL, ACCOUNTING, AND ADMINISTRATIVE SERVICES. The Adviser
shall:
(1) maintain the existence and records of the Trust; maintain the
registrations and qualifications of Trust shares under federal and state
law; prepare all notices and proxy solicitation materials furnished to
shareholders of the Trust, and
(2) perform all administrative, compliance, financial, accounting,
bookkeeping and recordkeeping functions of the Trust, including, without
limitation, the preparation of all tax returns, all annual, semiannual and
periodic reports to shareholders of the Trust and all regulatory reports,
except for any such functions that may be performed by a third party
pursuant to a custodian, transfer agency or service agreement executed by
the Trust.
The Trust shall reimburse the Adviser for its expenses associated with all
such services described in (1) and (2) above, including the compensation
and related personnel expenses and expenses of office space, office
equipment, utilities and miscellaneous office expenses, except any such
expenses directly attributable to officers or employees of the Adviser who
are serving as President of the Trust. The Adviser shall determine the
expenses to be reimbursed by the Trust pursuant to expense allocation
procedures established by the Adviser in accordance with generally
accepted accounting principles.
v. LIAISONS WITH AGENTS. The Adviser, at its own expense, shall
maintain liaisons with the various agents and other persons employed by
the Trust (including the Trust's transfer agent, custodian, independent
accountants and legal counsel) and assist in the coordination of their
activities on behalf of the Trust. Fees and expenses of such agents and
other persons will be paid by the Trust.
vi. REPORTS TO TRUST. The Adviser shall furnish to, or place at the
disposal of, the Trust such information, reports, valuations, analyses and
opinions as the Trust may, at any time or from time to time, reasonably
request or as the Adviser may deem helpful to the Trust, provided that the
expenses associated with any such materials furnished by the Adviser at
the request of the Trust shall be borne by the Trust.
c. In addition to negotiating and contracting with Subadvisers as set
forth in section (2) (a) of this Agreement and providing facilities,
personnel and services as set forth in section (2)(b), the Adviser will
pay the compensation of the President and Trustees of the Trust who are
also directors, officers or employees of the Adviser or its affiliates.
c. With respect to any one or more of the Funds named in Appendix A, the
Adviser may elect to manage the investments and determine the composition
of the assets of the Funds, subject to the approval of the Trustees of the
Trust. In the event of such election, the Adviser, subject always to the
direction and control of the Trustees of the Trust, will manage the
investments and determine the composition of the assets of the Funds in
accordance with the Trust's registration statement, as amended. In
fulfilling its obligations to manage the investments and reinvestments of
the assets of the Funds, the Adviser:
i. will obtain and evaluate pertinent economic, statistical, financial
and other information affecting the economy generally and
individual companies or industries the securities of which are
included in the Funds or are under consideration for inclusion in
the Funds;
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ii. will formulate and implement a continuous investment program for
each Fund consistent with the investment objectives and related
investment policies for each such Fund as described in the Trust's
registration statement, as amended;
iii. will take whatever steps are necessary to implement these
investment programs by the purchase and sale of securities
including the placing of orders for such purchases and sales;
iv. will regularly report to the Trustees of the Trust with respect to
the implementation of these investment programs;
v. will provide assistance to the Trust's Custodian regarding the fair
value of securities held by the Funds for which market quotations
are not readily available;
vi. will furnish, at its expense, (i) all necessary investment and
management facilities, including salaries of personnel required for
it to execute its duties faithfully, and (ii) administrative
facilities, including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the investment affairs of
the Funds (excluding determination of net asset value and
shareholder accounting services);
vii. will select brokers and dealers to effect all transactions subject
to the following conditions: the Adviser will place all necessary
orders with brokers, dealers, or issuers, and will negotiate
brokerage commissions if applicable; the Adviser is directed at all
times to seek to execute brokerage transactions for the Funds in
accordance with such policies or practices as may be established by
the Trustees and described in the Trust's registration statement as
amended; the Adviser may pay a broker-dealer which provides
research and brokerage services a higher spread or commission for a
particular transaction than otherwise might have been charged by
another broker-dealer, if the Adviser determines that the higher
spread or commission is reasonable in relation to the value of the
brokerage and research services that such broker-dealer provides,
viewed in terms of either the particular transaction or the
Adviser's overall responsibilities with respect to accounts managed
by the Adviser; and the Adviser may use for the benefit of its
other clients, or make available to companies affiliated with the
Adviser for the benefit of such companies or their clients, any
such brokerage and research services that the Adviser obtains from
brokers or dealers;
viii. to the extent permitted by applicable laws and regulations, may,
but shall be under no obligation to, on occasions when the Adviser
deems the purchase or sale of a security to be in the best interest
of the Fund as well as other clients of the Adviser, aggregate the
securities to be purchased or sold to attempt to obtain a more
favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so purchased
or sold, as well as the expenses incurred in the transaction, will
be made by the Adviser in the manner the Adviser considers to be
the most equitable and consistent with its fiduciary obligations to
the Fund and to its other clients;
ix. will maintain all accounts, books and records with respect to the
Funds as are required of an investment adviser of a registered
investment company pursuant to the 1940 Act and the Investment
Advisers Act of 1940, as amended (the "Advisers Act") and the rules
thereunder; and
x. will vote all proxies received in connection with securities held
by the Funds.
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3. EXPENSES ASSUMED BY THE TRUST
The Trust will pay all expenses of its organization, operations and business not
specifically assumed or agreed to be paid by the Adviser, as provided in this
Agreement, or by a Subadviser, as provided in a Subadvisory Agreement. Without
limiting the generality OF the foregoing, in addition to certain expenses
described in section 2 above, the Trust shall pay or arrange for the payment of
the following:
a. EDGARIZATION, PRINTING AND MAILING. Costs of edgarization, printing and
mailing (i) all registration statements (including all amendments thereto)
and prospectuses/statements of additional information (including all
supplements thereto), all annual, semiannual and periodic reports to
shareholders of the Trust, regulatory authorities or others, (ii) all
notices and proxy solicitation materials furnished to shareholders of the
Trust or regulatory authorities and (iii) all tax returns;
b. COMPENSATION OF OFFICERS AND TRUSTEES. Compensation of the officers and
Trustees of the Trust (other than persons serving as President or Trustee
of the Trust who are also directors, officers or employees of the Adviser
or its affiliates);
c. REGISTRATION AND FILING FEES. Registration, filing, blue-sky and other
fees in connection with requirements of regulatory authorities, including,
without limitation, all fees and expenses of registering and maintaining
the registration of the Trust under the 1940 Act and the registration of
the Trust's shares under the Securities Act of 1933, as amended;
d. CUSTODIAL SERVICES. The charges and expenses of the custodian appointed by
the Trust for custodial services;
e. ACCOUNTING FEES. the charges and expenses of the independent accountants
retained by the Trust;
f. TRANSFER, BOOKKEEPING AND DIVIDEND DISBURSING AGENTS. The charges and
expenses of any transfer, bookkeeping and dividend disbursing agents
appointed by the Trust;
g. COMMISSIONS. Broker's commissions and issue and transfer taxes chargeable
to the Trust in connection with securities transactions to which the Trust
is a party;
h. TAXES. Taxes and corporate fees payable by the Trust to federal, state or
other governmental agencies and the expenses incurred in the preparation
of all tax returns;
i. STOCK CERTIFICATES. The cost of stock certificates, if any, representing
shares of the Trust;
j. LEGAL SERVICES. Legal services and expenses in connection with the affairs
of the Trust, including registering and qualifying its shares with
regulatory authorities;
k. MEMBERSHIP DUES. Association membership dues;
1. INSURANCE PREMIUMS. Insurance premiums for fidelity, errors and omissions,
directors and officers and other coverage;
m. SHAREHOLDERS AND TRUSTEES MEETINGS. Expenses of shareholders and Trustees
meetings;
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n. PRICING. Pricing of the Trust Funds and shares, including the cost of any
equipment or services used for obtaining price quotations and valuing
Trust portfolio investments;
o. INTEREST. Interest on borrowings;
p. COMMUNICATION EQUIPMENT. All charges for equipment or services used for
communication between the Adviser or the Trust and the custodian, transfer
agent or any other agent selected by the Trust; and
q. NONRECURRING AND EXTRAORDINARY EXPENSE. Such nonrecurring expenses as may
arise, including the costs of actions, suits, or proceedings to which the
Trust is, or is threatened to be made, a party and the expenses the Trust
may incur as a result of its legal obligation to provide indemnification
to its Trustees, officers, agents and shareholders.
4. COMPENSATION OF ADVISER
Subject to the provisions of section 2(d) of this Agreement, the Trust will pay
the Adviser with respect to each Fund the compensation specified in Appendix A
to this Agreement.
5. NON-EXCLUSIVITY
The services of the Adviser to the Trust are not to be deemed to be exclusive,
and the Adviser shall be free to render investment advisory or other services to
others (including other investment companies) and to engage in other activities.
It is understood and agreed that the directors, officers and employees of the
Adviser are not prohibited from engaging in any other business activity or from
rendering services to any other person, or from serving as partners, officers,
directors, trustees or employees of any other firm or corporation, including
other investment companies.
6. SUPPLEMENTAL ARRANGEMENTS
The Adviser may enter into arrangements with other persons affiliated with the
Adviser to better enable it to fulfill its obligations under this Agreement for
the provision of certain personnel and facilities to the Adviser.
7. CONFLICTS OF INTEREST
It is understood that Trustees, officers, agents and shareholders of the Trust
are or may be interested in the Adviser as directors, officers, stockholders, or
otherwise; that directors, officers, agents and stockholders of the Adviser are
or may be interested in the Trust as Trustees, officers, shareholders or
otherwise; that the Adviser may be interested in the Trust; and that the
existence of any such dual interest shall not affect the validity hereof or of
any transactions hereunder except as otherwise provided in the Agreement and
Declaration of Trust of the Trust or the organizational documents of the Adviser
or by specific provision of applicable law.
8. REGULATION
The Adviser shall submit to all regulatory and administrative bodies having
jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
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9. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective on the later of: (i) its execution and
(ii) the date of the meeting of the shareholders of the Trust, at which meeting
this Agreement is approved by the vote of a "majority of the outstanding voting
securities" (as defined in the 0000 Xxx) of the Funds. The Agreement will
continue in effect for a period more than two years from the date of its
execution only so long as such continuance is specifically approved at least
annually either by the Trustees of the Trust or by the vote of a majority of the
outstanding voting securities of the Trust provided that in either event such
continuance shall also be approved by the vote of a majority of the Trustees of
the Trust who are not "interested persons" (as defined in the 0000 Xxx) of any
party to this Agreement cast in person at a meeting called for the purpose of
voting on such approval. The required shareholder approval of the Agreement or
of any continuance of the Agreement shall be effective with respect to any Fund
if a majority of the outstanding voting securities of that Fund votes to approve
the Agreement or its continuance, notwithstanding that the Agreement or its
continuance may not have been approved by a majority of the outstanding voting
securities of (a) any other Fund affected by the Agreement or (b) all the Funds
of the Trust.
If the shareholders of any Fund fail to approve the Agreement or any continuance
of the Agreement, the Adviser will continue to act as investment adviser with
respect to such Fund pending the required approval of the Agreement or its
continuance or of a new contract with the Adviser or a different adviser or
other definitive action; provided, that the compensation received by the Adviser
in respect of such Fund during such period will be no more than its actual costs
incurred in furnishing investment advisory and management services to such Fund
or the amount it would have received under the Agreement in respect of such
Fund, whichever is less.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Trustees of the Trust, by the vote of a majority of the
outstanding voting securities of the Trust, or with respect to any Fund by the
vote of a majority of the outstanding voting securities of the Fund, on sixty
days' written notice to the Adviser, or by the Adviser on sixty days' written
notice to the Trust. This Agreement will automatically terminate, without
payment of any penalty, in the event if its "assignment" (as defined in the 1940
Act).
10. PROVISION OF CERTAIN INFORMATION BY ADVISER
The Adviser will promptly notify the Trust in writing of the occurrence of any
of the following events:
a. the Adviser fails to be registered as an investment adviser under the
Advisers Act or under the laws of any jurisdiction in which the Adviser is
required to be registered as an investment adviser in order to perform its
obligations under this Agreement;
b. the Adviser is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust; and
c. the chief executive officer or managing member of the Adviser or the
portfolio manager of any Fund changes.
11. AMENDMENTS TO THE AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by the vote of a majority of the outstanding voting
securities of each of the Funds affected by the amendment and by the vote of a
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majority of the Trustees of the Trust who are not interested persons of any
party to this Agreement cast in person at a meeting called for the purpose of
voting on such approval. The required shareholder approval shall be effective
with respect to any Fund if a majority of the outstanding voting securities of
that Fund vote to approve the amendment, notwithstanding that the amendment may
not have been approved by a majority of the outstanding voting securities of (a)
any other Fund affected by the amendment or (b) all the Funds of the Trust.
12. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the parties.
13. HEADINGS
The headings in the sections of this Agreement are inserted for convenience of
reference only and shall not constitute a part hereof.
14. NOTICES
All notices required to be given pursuant to this Agreement shall be delivered
or mailed to the last known business address of the Trust or Adviser in person
or by registered mail or a private mail or delivery service providing the sender
with notice of receipt. Notice shall be deemed given on the date delivered or
mailed in accordance with this section.
15. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void in law or
in equity, the Agreement shall be construed, insofar as is possible, as if such
portion had never been contained herein.
16. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of The Commonwealth of Massachusetts, or any of the
applicable provisions of the 1940 Act. To the extent that the laws of The
Commonwealth of Massachusetts, or any of the provisions in this Agreement,
conflict with applicable provisions of the 1940 Act, the latter shall control.
17. NAME OF THE TRUST AND FUNDS
The Trust, on behalf of itself and with respect to any Fund, may use the name
"Xxxx Xxxxxxx" or any name or names derived from or similar to the names "Xxxx
Xxxxxxx Investment Management Services, LLC," "Xxxx Xxxxxxx Life Insurance
Company" or "Xxxx Xxxxxxx Financial Services, Inc." only for so long as this
Agreement remains in effect as to the Trust or the particular Fund. At such time
as this Agreement shall no longer be in effect as to the Trust or a particular
Fund, the Trust or the particular Fund, as the case may be, will (to the extent
it lawfully can) cease to use such a name or any other name indicating that the
Trust or the particular Fund is advised by or otherwise connected with the
Adviser. The Trust acknowledges that it has adopted the name Xxxx Xxxxxxx Funds
II through permission of Xxxx Xxxxxxx Life Insurance Company, a Massachusetts
insurance company, and agrees that Xxxx Xxxxxxx Life Insurance Company reserves
to itself and any successor to its business the right to grant the non-exclusive
right to use the name "Xxxx Xxxxxxx" or any similar name or names to any other
corporation or entity, including but not limited to any investment company of
which Xxxx Xxxxxxx Life Insurance Company or any subsidiary or affiliate thereof
shall be the investment adviser.
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18. LIMITATION OF LIABILITY UNDER THE DECLARATION OF TRUST
The Declaration of Trust establishing the Trust, dated June 9, 2005, a copy of
which, together with all amendments thereto (the "Declaration"), is on file in
the office of the Secretary of The Commonwealth of Massachusetts, provides that
no Trustee, shareholder, officer, employee or agent of the Trust shall be
subject to any personal liability in connection with Trust property or the
affairs of the Trust and that all persons should shall look solely to the Trust
property or to the property of one or more specific Funds for satisfaction of
claims of any nature arising in connection with the affairs of the Trust.
19. LIABILITY OF THE ADVISER
In the absence of (a) willful misfeasance, bad faith or gross negligence on the
part of the Adviser in performance of its obligations and duties hereunder, (b)
reckless disregard by the Adviser of its obligations and duties hereunder, or
(c) a loss resulting from a breach of fiduciary duty with respect to the receipt
of compensation for services (in which case any award of damages shall be
limited to the period and the amount set forth in Section 36(b)(3) of the 1940
Act), the Adviser shall not be subject to any liability whatsoever to the Trust,
or to any shareholder for any error of judgment, mistake of law or any other act
or omission in the course of, or connected with, rendering services hereunder
including, without limitation, for any losses that may be sustained in
connection with the purchase, holding, redemption or sale of any security on
behalf of a Fund.
20. INDEMNIFICATION
a. To the fullest extent permitted by applicable law, the Trust shall, on
behalf of each Fund, indemnify the Adviser, its affiliates and the officers,
directors, employees and agents of the Adviser and its affiliates (each an
"indemnitee") against any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting from any
claim, demand, action or suit relating to the particular Fund and not resulting
from the willful misfeasance, bad faith, gross negligence, or reckless disregard
of the indemnitee in the performance of the obligations and duties of the
indemnitee's office. The federal and state securities laws impose liabilities
under certain circumstances on persons who act in good faith, and therefore
nothing in this Agreement will waive or limit any rights that the Trust or a
Fund may have under those laws. An indemnitee will not confess any claim or
settle or make any compromise in any instance in which the Trust will be asked
to provide indemnification, except with the Trust's prior written consent. Any
amounts payable by the Trust under this Section shall be satisfied only against
the assets of the particular Fund(s) involved in the claim, demand, action or
suit and not against the assets of any other Fund(s) of the Trust.
b. Any indemnification or advancement of expenses made in accordance with
this Section shall not prevent the recovery from any indemnitee of any amount if
the indemnitee subsequently is determined in a final judicial decision on the
merits in any action, suit, investigation or proceeding involving the liability
or expense that gave rise to the indemnification to be liable to a Fund or its
shareholders by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of the indemnitee's
office.
c. The rights of indemnification provided in this Section shall not be
exclusive of or affect any other rights to which any person may be entitled by
contract or otherwise under law. Nothing contained in this Section shall affect
the power of a Fund to purchase and maintain liability insurance on behalf of
the Adviser or any indemnitee.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
XXXX XXXXXXX FUNDS III
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------
President
XXXX XXXXXXX INVESTMENT MANAGEMENT
SERVICES, LLC
By: /s/ Xxxxx X. Xxxxx
----------------------
Executive Vice President
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APPENDIX A
The Adviser shall serve as investment adviser for each Fund of the Trust
listed below. The Trust will pay the Adviser, as full compensation for all
services provided under this Agreement with respect to each Fund, the fee
computed separately for such Fund at an annual rate as follows (the "Adviser
Fee").
The term Aggregate Net Assets in the chart below includes the net assets
of a Fund of the Trust. It also includes with respect to certain Funds as
indicated in the chart the net assets of one or more other portfolios, but in
each case only for the period during which the subadviser for the Fund also
serves as the subadviser for the other portfolio(s) and only with respect to the
net assets of such other portfolio(s) that are managed by the subadviser.
For purposes of determining Aggregate Net Assets and calculating the
Adviser Fee, the net assets of the Fund and each other portfolio of the Trust
are determined as of the close of business on the previous business day of the
Trust, and the net assets of each portfolio of each other fund are determined as
of the close of business on the previous business day of that fund.
The Adviser Fee for a Fund shall be based on the applicable annual fee
rate for the Fund which for each day shall be equal to the quotient of (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 Adviser Fee for
each Fund shall be accrued and paid daily to the Adviser for each calendar day.
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 Fund. Fees shall be paid
either by wire transfer or check, as directed by the Adviser.
If, with respect to any Fund, 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.
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FUNDS AND ANNUAL PERCENTAGE RATES OF AGGREGATE NET ASSETS
BETWEEN
$500 MILLION BETWEEN
FIRST AND $1.0 BILLION AND EXCESS OVER
$500 MILLION $1.0 BILLION OF $2.5 BILLION OF $2.5 BILLION OF
OF AGGREGATE AGGREGATE NET AGGREGATE NET AGGREGATE NET
PORTFOLIO NET ASSETS ASSETS ASSETS ASSETS
---------
Growth Opportunities Fund(1)........... 0.80% 0.78% 0.77% 0.76%
(1) FOR PURPOSES OF DETERMINING AGGREGATE NET ASSETS, THE NET ASSETS OF: THE GROWTH OPPORTUNITIES FUND, A
SERIES OF XXXX XXXXXXX FUNDS III AND THE GROWTH OPPORTUNITIES TRUST, A SERIES OF XXXX XXXXXXX TRUST, ARE
INCLUDED.
BETWEEN
$500 MILLION BETWEEN
FIRST AND $1.0 BILLION AND EXCESS OVER
$500 MILLION $1.0 BILLION OF $2.5 BILLION OF $2.5 BILLION OF
OF AGGREGATE AGGREGATE NET AGGREGATE NET AGGREGATE NET
PORTFOLIO NET ASSETS ASSETS ASSETS ASSETS
---------
Intrinsic Value Fund(1)... ............. 0.78% 0.76% 0.75% 0.74%
(1) FOR PURPOSES OF DETERMINING AGGREGATE NET ASSETS, THE NET ASSETS OF: THE INTRINSIC VALUE FUND, A SERIES
OF XXXX XXXXXXX FUNDS III AND THE INTRINSIC VALUE TRUST, A SERIES OF XXXX XXXXXXX TRUST, ARE INCLUDED.
BETWEEN
$500 MILLION BETWEEN
FIRST AND $1.0 BILLION AND EXCESS OVER
$500 MILLION $1.0 BILLION OF $2.5 BILLION OF $2.5 BILLION OF
OF AGGREGATE AGGREGATE NET AGGREGATE NET AGGREGATE NET
PORTFOLIO NET ASSETS ASSETS ASSETS ASSETS
---------
Growth Fund(1)......................... 0.80% 0.78% 0.77% 0.76%
(1) FOR PURPOSES OF DETERMINING AGGREGATE NET ASSETS, THE NET ASSETS OF: THE GROWTH FUND, A SERIES OF XXXX
XXXXXXX FUNDS III AND THE GROWTH TRUST, A SERIES OF XXXX XXXXXXX TRUST, ARE INCLUDED.
BETWEEN
$500 MILLION BETWEEN
FIRST AND $1.0 BILLION AND EXCESS OVER
$500 MILLION $1.0 BILLION OF $2.5 BILLION OF $2.5 BILLION OF
OF AGGREGATE AGGREGATE NET AGGREGATE NET AGGREGATE NET
PORTFOLIO NET ASSETS ASSETS ASSETS ASSETS
---------
U.S. Core Fund(1).......................0.78% 0.76% 0.75% 0.74%
(1) FOR PURPOSES OF DETERMINING AGGREGATE NET ASSETS, THE NET ASSETS OF: THE U.S. CORE FUND, A SERIES OF XXXX
XXXXXXX FUNDS III, GROWTH & INCOME TRUST, A SERIES OF XXXX XXXXXXX TRUST, THAT PORTION OF THE NET ASSETS OF
THE MANAGED TRUST, A SERIES OF XXXX XXXXXXX TRUST, THAT IS SUBADVISED BY XXXXXXXX, MAYO VAN OTTERLOO AND CO.
LLC, ARE INCLUDED.
BETWEEN
$100 MILLION
FIRST AND EXCESS OVER
$100 MILLION $1.0 BILLION OF $1.0 BILLION OF
OF AGGREGATE AGGREGATE NET AGGREGATE
PORTFOLIO NET ASSETS ASSETS NET ASSETS
---------
International Growth Fund (1)...........0.92% 0.895% 0.88%
(1) FOR PURPOSES OF DETERMINING AGGREGATE NET ASSETS, THE NET ASSETS OF: THE INTERNATIONAL GROWTH FUND, A
SERIES OF XXXX XXXXXXX FUNDS III AND THE INTERNATIONAL GROWTH TRUST, A SERIES OF XXXX XXXXXXX TRUST, ARE
INCLUDED.
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BETWEEN
$100 MILLION
FIRST AND EXCESS OVER
$100 MILLION $1.0 BILLION OF $1.0 BILLION OF
OF AGGREGATE AGGREGATE NET AGGREGATE
PORTFOLIO NET ASSETS ASSETS NET ASSETS
---------
International Core Fund (1)............. 0.92% 0.895% 0.88%
(1) FOR PURPOSES OF DETERMINING AGGREGATE NET ASSETS, THE NET ASSETS OF: THE INTERNATIONAL CORE FUND, A
SERIES OF XXXX XXXXXXX FUNDS III, THE INTERNATIONAL STOCK FUND, A SERIES OF XXXX XXXXXXX FUNDS II, AND THE
INTERNATIONAL STOCK TRUST, A SERIES OF XXXX XXXXXXX TRUST, ARE INCLUDED.
BETWEEN
$500 MILLION BETWEEN
FIRST AND $1.0 BILLION AND EXCESS OVER
$500 MILLION $1.0 BILLION OF $2.5 BILLION OF $2.5 BILLION OF
OF AGGREGATE AGGREGATE NET AGGREGATE NET AGGREGATE NET
PORTFOLIO NET ASSETS ASSETS ASSETS ASSETS
---------
Value Opportunities Fund(1)............. 0.80% 0.78% 0.77% 0.76%
(1) FOR PURPOSES OF DETERMINING AGGREGATE NET ASSETS, THE NET ASSETS OF: THE VALUE OPPORTUNITIES FUND, A
SERIES OF XXXX XXXXXXX FUNDS III AND THE VALUE OPPORTUNITIES TRUST, A SERIES OF XXXX XXXXXXX TRUST, ARE
INCLUDED.
BETWEEN
$500 MILLION BETWEEN
FIRST AND $1.0 BILLION AND EXCESS OVER
$500 MILLION $1.0 BILLION OF $2.5 BILLION OF $2.5 BILLION OF
OF AGGREGATE AGGREGATE NET AGGREGATE NET AGGREGATE NET
PORTFOLIO NET ASSETS ASSETS ASSETS ASSETS
---------
U.S. Quality Equity Fund(1)............. 0.78% 0.76% 0.75% 0.74%
(1) FOR PURPOSES OF DETERMINING AGGREGATE NET ASSETS, ONLY THE NET ASSETS OF: THE U.S. QUALITY EQUITY FUND,
A SERIES OF XXXX XXXXXXX FUNDS III, ARE INCLUDED.
BETWEEN
$500 MILLION BETWEEN
FIRST AND $1.0 BILLION AND EXCESS OVER
$500 MILLION $1.0 BILLION OF $2.5 BILLION OF $2.5 BILLION OF
OF AGGREGATE AGGREGATE NET AGGREGATE NET AGGREGATE NET
PORTFOLIO NET ASSETS ASSETS ASSETS ASSETS
---------
Active Value Fund(1).................... 0.85% 0.82% 0.81% 0.80%
(1) FOR PURPOSES OF DETERMINING AGGREGATE NET ASSETS, ONLY THE NET ASSETS OF: THE ACTIVE VALUE FUND, A SERIES
OF XXXX XXXXXXX FUNDS III, ARE INCLUDED.
BETWEEN
$200 MILLION
FIRST AND EXCESS OVER
$200 MILLION $1.0 BILLION OF $1.0 BILLION OF
OF AGGREGATE AGGREGATE NET AGGREGATE
PORTFOLIO NET ASSETS ASSETS NET ASSETS
---------
Global Fund(1).......................... 0.90% 0.875% 0.86%
(1) FOR PURPOSES OF DETERMINING AGGREGATE NET ASSETS, ONLY THE NET ASSETS OF: THE GLOBAL
FUND, A SERIES OF XXXX XXXXXXX FUNDS III, ARE INCLUDED.
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