AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
This Amendment, dated as of May 19, 2011, 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, August 31, 2007, September 15, 2008 and November 30, 2009, 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; and
WHEREAS, the Parties wish to amend the Agreement to provide for the addition of a separate series of the Trust and to update certain series names.
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:
1. Section 8(a) of the Agreement shall be amended and restated in its entirety to read as follows:
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(a)
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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 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-2 Funds 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 Funds” shall mean the Funds set forth on Part II of Appendix A hereto.
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2. The addition of the Xxxxxxxx China Small Companies Fund as set forth on the attached amended Appendix A.
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:
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/s/ Xxxx X. XxXxxxx
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxx X. XxXxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President
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Title:
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Chief Executive Officer
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Date:
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May 19, 2011
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Date:
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May 19, 2011
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APPENDIX A
XXXXXXXX INTERNATIONAL FUNDS
FUND SCHEDULE
(updated May 19, 2011)
PART I:
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Fund
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Effective Date
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Xxxxxxxx Asia Growth Fund
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August 31, 2004
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Xxxxxxxx Asia Dividend 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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·
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Xxxxxxxx Asian Growth and Income Fund
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August 31, 2004
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·
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Xxxxxxxx Asia Science and Technology Fund
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August 31, 2004
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·
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Xxxxxxxx China Dividend Fund
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November 30, 2009
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·
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Xxxxxxxx China Fund
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August 31, 2004
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·
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Xxxxxxxx India Fund
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August 12, 2005
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·
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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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·
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Xxxxxxxx China Small Companies Fund
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May 31, 2011
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XXXXXXXX INTERNATIONAL FUNDS
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XXXXXXXX INTERNATIONAL CAPITAL
MANAGEMENT, LLC
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By:
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/s/ Xxxx X. XxXxxxx
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxx X. XxXxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President
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Title:
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Chief Executive Officer
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Date:
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May 19, 2011
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Date:
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May 19, 0000
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XXXXXXXX X
XXXXXXXX INTERNATIONAL FUNDS
INVESTMENT MANAGEMENT FEE SCHEDULE
(updated May 19, 2011)
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 Funds 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:
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/s/ Xxxx X. XxXxxxx
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxx X. XxXxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Vice President
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Title:
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Chief Executive Officer
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Date:
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May 19, 2011
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Date:
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May 19, 2011
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