LETTER AGREEMENT
Xxxxxxxxx Global Funds
000 X. Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
This Agreement is made as of this 1st day of August 2005 between
XXXXXXXXX GLOBAL FUNDS, a Delaware statutory trust (the "Trust") and XXXXXXXXX
GLOBAL INVESTORS (NORTH AMERICA) INC., a Delaware corporation (the "Adviser").
WHEREAS, the Trust and the Adviser have entered into an Investment
Advisory Agreement dated August 31, 2001 (the "Investment Advisory Agreement"),
as amended by Letter Agreements dated September 24, 2003 and April 30, 2004 (the
"Letter Agreements"), under which the Trust has agreed to retain the Adviser to
render investment advisory and management services to the Xxxxxxxxx European
Focus Fund, Xxxxxxxxx Global Technology Fund, Xxxxxxxxx International
Opportunities Fund, Henderson Income Advantage Fund and Henderson U.S. Core
Growth Fund (the "Existing Portfolios"), and the Adviser has agreed to render
such services to the Existing Portfolios, together with any other Trust
portfolios that may be established later;
WHEREAS, the Trust and the Adviser desire to amend the Investment
Advisory Agreement to add breakpoints to the management fee for the Xxxxxxxxx
European Focus Fund, Xxxxxxxxx Global Technology Fund, Xxxxxxxxx International
Opportunities Fund and Xxxxxxxxx Income Advantage Fund;
WHEREAS, the amendment to the management fees in the Investment
Advisory Agreement will not reduce the quality or quantity of the services
provided by the Adviser to the Existing Portfolios and that the Adviser's
obligations under the Investment Advisory Agreement will remain the same in all
material respects;
WHEREAS, the management fees for the Xxxxxxxxx Income Advantage Fund
and Henderson U.S. Core Growth Fund as set forth in the Letter Agreements and,
for administrative convenience of setting forth the management fees for all
Existing Portfolios, will be restated and, in the case of Xxxxxxxxx Income
Advantage, amended as set forth below.
NOW THEREFORE, in consideration of the promises and mutual covenants
set forth herein, the Trust and the Adviser agree as follows:
1. Section 3, Management Fee of the Investment Advisory Agreement is hereby
amended as follows:
For the services and facilities described in Section 1, the
Trust will pay to the Adviser a management fee based upon an
annual percentage of the average daily net assets of each
Portfolio, as follows:
(a) For the Xxxxxxxxx European Focus Fund:
1.00% on the first $500 million of average daily net assets;
0.90% on the next $1billion of average daily net assets; and
0.85% on average daily net assets over $1.5 billion.
(b) For the Xxxxxxxxx Global Technology Fund:
1.00% on the first $500 million of average daily net assets;
0.95% on the next $500 million of average daily net assets; and
0.90% on average daily net assets over $1 billion.
(c) For the Xxxxxxxxx International Opportunities Fund:
1.10% on the first $1 billion of average daily net assets;
0.95% on the next $1 billion of average daily net assets; and
0.85% on average daily net assets over $2 billion.
(d) For the Xxxxxxxxx Income Advantage Fund:
0.85% on the first $500 million of average daily net assets;
0.75% on the next $500 million of average daily net assets;
0.70% on the next $500 million of average daily net assets; and
0.65% on average daily net assets over $1.5 billion.
(e) For the Henderson U.S. Core Growth Fund:
1.10% on the first $150 million of average daily net assets;
0.90% on the next $350 million of average daily net assets; and
0.85% for the balance of average daily net assets thereafter.
2. All the other terms and conditions of the Investment Advisory Agreement shall
remain in full effect.
3. This Agreement is hereby incorporated by reference into the Investment
Advisory Agreement and is made a part thereof.
4. This Agreement will become effective on August 1, 2005.
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IN WITNESS WHEREOF, the Trust and the Adviser have cause this Letter
Agreement to be executed as of the day and year first above written.
XXXXXXXXX GLOBAL FUNDS
By: /s/ Xxxxx Xxxxxx
----------------
Name: Xxxxx Xxxxxx
Title: Treasurer
ATTEST: /s/ Xxxxxxxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxxx
Title: Secretary
XXXXXXXXX GLOBAL INVESTORS
(NORTH AMERICA) INC.
By: /s/ Xxx X'Xxxxx
---------------
Name: Xxx X'Xxxxx
Title: Director of Corporate Services
ATTEST: /s/ Xxxxxxxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxxx
Title: Legal Counsel
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