AMENDMENT TO SUBADVISORY AGREEMENT
PACIFIC INVESTMENT MANAGEMENT COMPANY
AMENDMENT made as of this 29th day of June, 2007 to the Subadvisory
Agreement dated May 5, 2000, as amended (the "Agreement"), between Xxxx Xxxxxxx
Investment Management Services, LLC (formerly, "Manufacturers Securities
Services, LLC"), a Delaware limited partnership (the "Adviser"), and Pacific
Investment Management Company (the "Subadviser"). In consideration of the mutual
covenants contained herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Appendix A of the Agreement is amended to change the compensation of the Real
Return Bond Trust as set forth below.
2. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS
As required by Rule 17a-10 under the Investment Company Act of 1940, the
Subadviser is prohibited from consulting with the entities listed below
concerning transactions for a Portfolio in securities or other assets:
1. other subadvisers to a Portfolio,
2. other subadvisers to a Trust portfolio, and
3. other subadvisers to a portfolio under common control with the Portfolio.
3. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS
The Subadviser agrees to treat Trust portfolio holdings as confidential
information in accordance with the Trust's "Policy Regarding Disclosure of
Portfolio Holdings," as such policy may be amended from time to time, and to
prohibit its employees from trading on any such confidential information.
4. SERVICES OF THE SUBADVISER
Notwithstanding any other provision to the contrary, SubAdviser shall have no
obligation to perform the following services:
(a) preparing and filing materials for distribution to shareholders of the
Trust, including statistical information about the Trust and materials regarding
the Trust's performance or investments;
(b) providing employees of the Subadviser to serve as officers of the Trust; or
(c) providing the Fund's Chief Compliance Officer and associated staff.
5. COMPLIANCE
Upon execution of this Agreement, the Subadviser shall provide the Adviser
with the Subadviser's written policies and procedures ("Compliance Policies") as
required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term
of this Agreement, the Subadviser shall promptly submit to the Adviser: (i) any
material changes to the Compliance Policies, (ii) notification of a regulatory
examination of the Subadviser and documentation summarizing the results of any
such examination, and (iii) notification of any material compliance matter that
relates to the services provided by the Subadviser to the Trust including but
not limited to any material violation of the Compliance Policies or of the
Subadviser's code of ethics and/or related code. Throughout the term of this
Agreement, the Subadviser shall provide the Adviser with any certifications,
information and access to personnel and resources (including those resources
that will permit testing of the Compliance Policies by the Adviser) that the
Adviser may reasonably request and agrees to cooperate in the annual and any
interim reviews of the Compliance Policies to enable the Trust to comply with
Rule 38a-1 under the Investment Company Act. In addition, the Subadviser shall
provide information or reports to the Trustees in accordance with Section 15(c)
of the Investment Company Act of 1940.
6. EFECTIVE DATE
This Amendment shall become effective on the later to occur of: (i)
approval of the Amendment by the Board of Trustees of Xxxx Xxxxxxx Trust and
(ii) execution of the Amendment.
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 INVESTMENT MANAGEMENT
SERVICES, LLC
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx
Executive Vice President
PACIFIC INVESTMENT MANAGEMENT COMPANY
by: /s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx
Managing Director
APPENDIX A
The Subadviser shall serve as investment subadviser for each Portfolio of
the Trust listed below. The Adviser will pay the Subadviser, as full
compensation for all services provided under this Agreement with respect to each
Portfolio, the fee computed separately for such Portfolio at an annual rate as
follows (the "Subadviser Fee"):
FIRST EXCESS OVER
$1 BILLION $1 BILLION
OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS* NET ASSETS*
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Real Return Bond Trust
* The term Aggregate Net Assets includes the net assets of a Portfolio of the
Trust. It also includes with respect to each Portfolio the net assets of
one or more other portfolios as indicated below, but in each case only for
the period during which the Subadviser for the Portfolio also serves as the
subadviser for the other portfolio(s). For purposes of determining
Aggregate Net Assets and calculating the Subadviser Fee, the net assets of
the Portfolio 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.
TRUST PORTFOLIO(S) OTHER PORTFOLIO(S)
------------------ ------------------
Real Return Bond Trust -- Real Return Bond Fund, a series of Xxxx Xxxxxxx
Funds II
The Subadviser Fee for a Portfolio shall be based on the applicable annual
fee rate for the Portfolio which for each day shall be equal to (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 Subadviser Fee for each Portfolio
shall be accrued for each calendar day, and the sum of the daily fee accruals
shall be paid monthly to the Subadviser within 30 calendar days of the end of
each month. 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 Portfolio. The
Adviser shall provide Subadviser with such information as Subadviser may
reasonably request supporting the calculation of the fees paid to it hereunder.
Fees shall be paid either by wire transfer or check, as directed by Subadviser.
If, with respect to any Portfolio, 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.
