AMENDMENT TO SUBADVISORY AGREEMENT
CAPITAL GUARDIAN TRUST COMPANY
AMENDMENT made as of this 30th day of June, 2006 to the Subadvisory
Agreement dated January 25, 1999 (the "Agreement"), between Xxxx Xxxxxxx
Investment Management Services, LLC, a Delaware limited partnership (the
"Adviser"), and Capital Guardian Trust Company, a California state-chartered
trust company, (the "Subadviser"). In consideration of the mutual covenants
contained herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Section 3 of the Agreement, "Compensation of Subadviser," is hereby
amended:
a. to change the compensation of the Overseas Trust and U.S. Large Cap
Trust as noted in Appendix A.
2. EFECTIVE DATE
This Amendment shall become effective with 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 Xxxxx
---------------------------------
Exectutive Vice President
CAPITAL GUARDIAN TRUST COMPANY
By: /s/ Xxx X. Xxxxxxxx
---------------------------------
Vice President
APPENDIX A
The Subadviser shall serve as investment subadviser for the following
Portfolios (or portions of Portfolios) of the Trust. The Adviser will pay the
Subadviser, as full compensation for all services provided under this Agreement,
the fee computed separately for each such Portfolio (or if applicable, the
portion of the Portfolio) at an annual rate as follows (the "Subadviser
Percentage Fee"):
FIRST EXCESS OVER
$500 MILLION OF $500 MILLION OF
AGGREGATE ASSETS AGGREGATE ASSETS
---------------- ----------------
Income & Value
FIRST EXCESS OVER
PORTFOLIO $500 MILLION $500 MILLION
--------- ------------ ------------
Overseas Equity....
BETWEEN
FIRST $1 BILLION AND EXCESS OVER
PORTFOLIO $1 BILLION $2 BILLION $2 BILLION
--------- ---------- -------------- -----------
U.S. Large Cap.....
The Subadviser Fee for each Portfolio represents in full the compensation
to be paid by the Adviser to the Subadviser, and no discounts or aggregation
between accounts shall be applied.
The Subadviser Percentage 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. The daily fee accruals will be computed by multiplying the fraction
of one over the number of calendar days in the year such number of calendar days
to be determined at the beginning of each calendar year and applied throughout
the calendar year by the applicable annual rates described in the preceding
paragraph, and multiplying this product by the portion of the net assets of the
Portfolio managed by the Subadviser, as determined in accordance with the
Trust's prospectus and statement of additional information as of the close of
business on the previous business day on which the Trust was open for business.
If this Agreement becomes effective or terminates 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, 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 occurs.
