LETTER AGREEMENT
Xxxxxxxxx Global Funds
000 X. Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
This Agreement is made as of this 1st day of August 2006 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, April 30, 2004, August 1,
2005 and January 31, 2006 (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 Worldwide Income Fund,
Henderson U.S. Core Growth Fund and Henderson Japan-Asia Focus 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 lower the management fees for the Henderson U.S. Core Growth 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 Henderson U.S. Core Growth Fund will
be amended and restated 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 the Henderson U.S. Core Growth Fund,
as follows:
0.95% on the first $150 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, 2006.
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
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Name: Xxxxxxxxxxx X. Xxxxxxxxx
Title: Secretary
XXXXXXXXX GLOBAL INVESTORS
(NORTH AMERICA) INC.
By: /s/ Xxxxx X'Xxxxx
-----------------
Name: Xxx X'Xxxxx
Title: Director of
ATTEST: /s/ Xxxxxxxxxxx X. Xxxxxxxxx Corporate Services
----------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxxx
Title: Legal Counsel
