AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
AMENDMENT
TO INVESTMENT ADVISORY AGREEMENT
This
Amendment, dated as of the 15th day of September, 2008, made by and between
Xxxxxxxx International Funds (the “Trust”) and Xxxxxxxx International Capital
Management, LLC (“Xxxxxxxx,” and together with the Trust, the “Parties”).
Capitalized
terms used but not defined herein shall have the meanings ascribed to them
in
the Investment Advisory Agreement, dated as of August 13, 2004, as amended
August 12, 2005, August 11, 2006 and August 31, 2007, by and between the Trust
and Xxxxxxxx (the “Agreement”).
WITNESSETH
THAT:
WHEREAS,
the
Parties originally entered into the Agreement, wherein Xxxxxxxx agreed to
provide certain services to the Trust;
WHEREAS,
the
Parties wish to amend the Agreement to provide for the addition of a separate
series of the Trust; and
WHEREAS,
the
Parties wish to amend the rate of compensation payable to Xxxxxxxx for the
services rendered during the term of the Agreement.
NOW,
THEREFORE,
in
consideration of the premises and mutual covenants contained herein, the Parties
hereto, intending to be legally bound, do hereby agree as follows:
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1.
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Section
8(a) of the Agreement shall be amended and restated in its entirety
to
read as follows:
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(a) The
Appendix A-1 Funds shall pay to the Advisor, and the Advisor agrees to accept,
as full compensation for all investment management and advisory services
furnished or provided to the Appendix A-1 Funds pursuant to this Agreement,
an
annual investment management fee, not to exceed the per annum percentage of
the
average daily net asset value of the Appendix A-1 Funds’ shares, as set forth in
the Fee Schedule attached hereto as Appendix
B
(the
“A-1 Management Fee”), as may be amended in writing from time to time by the
Trust and the Advisor. The Appendix A-2 Fund shall pay to the Advisor, and
the
Advisor agrees to accept, as full compensation for all investment management
and
advisory services furnished or provided to the Appendix A-2 Fund pursuant to
this Agreement, an annual investment management fee as set forth on Appendix
B
hereto
(the “A-2 Management Fee,” and together with the A-1 Management Fee, the
“Investment Management Fee”). For purposes of calculating the Investment
Management Fee pursuant to this Section 8(a), the “Appendix A-1 Funds” shall
mean the Funds set forth on Part I of Appendix
A
hereto
and the “Appendix A-2 Fund” shall mean the Fund set forth on Part II of
Appendix
A
hereto.
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2.
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The
addition of the Xxxxxxxx
Asia Small Companies Fund
as
set forth on the attached amended Appendix
A.
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3.
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The
Investment Management Fee Schedule shall be as set forth on the attached
amended Appendix
B.
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IN
WITNESS WHEREOF,
the
Parties hereto have caused this Agreement consisting of two typewritten pages,
together with the updated Appendix A and Appendix B, to be signed by their
duly
authorized officers as of the day and year first above written.
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XXXXXXXX
INTERNATIONAL FUNDS
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XXXXXXXX
INTERNATIONAL CAPITAL
MANAGEMENT,
LLC
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By:
/s/
Xxxxxxx X.
Xxxxxxxxx
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By:
/s/
Xxxxxxx X.
Xxxxxxx
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Name:
Xxxxxxx X. Xxxxxxxxx
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Name:
Xxxxxxx X. Xxxxxxx
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Title:
President
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Title:
President
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Date:
September 15, 2008
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Date:
September 15, 0000
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XXXXXXXX
A
XXXXXXXX
INTERNATIONAL FUNDS
FUND
SCHEDULE
(updated
September 15, 2008)
PART
I:
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Fund
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Effective
Date
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· Xxxxxxxx
Asia Pacific Fund
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August
31, 2004
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· Xxxxxxxx
Asia Pacific Equity Income Fund
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August
11, 2006
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· Xxxxxxxx
Pacific Tiger Fund
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August
31, 2004
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· Xxxxxxxx
Asian Growth and Income Fund
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August
31, 2004
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· Xxxxxxxx
Asian Technology Fund
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August
31, 2004
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· Xxxxxxxx
China Fund
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August
31, 2004
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· Xxxxxxxx
India Fund
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August
12, 2005
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· Xxxxxxxx
Japan Fund
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August
31, 2004
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· Xxxxxxxx
Korea Fund
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August
31, 2004
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PART
II
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Fund
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Effective
Date
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· Xxxxxxxx
Asia Small Companies Fund
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September
15, 2008
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XXXXXXXX
INTERNATIONAL FUNDS
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XXXXXXXX
INTERNATIONAL CAPITAL
MANAGEMENT,
LLC
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By:
/s/
Xxxxxxx X.
Xxxxxxxxx
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By:
/s/
Xxxxxxx X.
Xxxxxxx
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Name:
Xxxxxxx X. Xxxxxxxxx
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Name:
Xxxxxxx X. Xxxxxxx
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Title:
President
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Title:
President
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Date:
September 15, 2008
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Date:
September 15, 0000
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XXXXXXXX
X
XXXXXXXX
INTERNATIONAL FUNDS
INVESTMENT
MANAGEMENT FEE SCHEDULE
(updated
September 15, 2008)
The
A-1
Management Fee for the A-1 Funds is as follows:
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Portfolio
Value of the Funds
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Investment
Management Fee as a Percent of Portfolio Value of the
Funds
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(Not
to Exceed)
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$0
to $2 Billion
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0.75%
of average daily net assets
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$2
Billion to $5 Billion
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0.6834%
of average daily net assets
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Over
$5 Billion
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0.65%
of average daily net assets
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The
A-2
Management Fee for the A-2 Fund is as follows: an investment management fee
of
1.00% of average daily net assets.
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XXXXXXXX
INTERNATIONAL FUNDS
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XXXXXXXX
INTERNATIONAL CAPITAL
MANAGEMENT,
LLC
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By:
/s/
Xxxxxxx X.
Xxxxxxxxx
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By:
/s/
Xxxxxxx X.
Xxxxxxx
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Name:
Xxxxxxx X. Xxxxxxxxx
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Name:
Xxxxxxx X. Xxxxxxx
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Title:
President
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Title:
President
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Date:
September 15, 2008
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Date:
September 15, 2008
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