AMENDMENT TO SUBADVISORY AGREEMENT
XXXXXXXX ASSOCIATES LLC
AMENDMENT made as of this 28th day of April, 2006 to the Subadvisory
Agreement dated November 1, 2001, as amended (the "Agreement"), between Xxxx
Xxxxxxx Investment Management Services, LLC, (formerly, Manufacturers Securities
Services, LLC)., a Delaware limited liability company (the "Adviser"), and
Xxxxxxxx Associates LLC, a Delaware limited liability company (the
"Subadviser"). In consideration of the mutual covenants contained herein, the
parties agree as follows:
1. APPENDIX A
Section 3 of the Agreement, "Compensation of Subadviser", is hereby
amended:
a. to change the compensation of the Capital Appreciation Trust as noted in
Appendix A.
2. EFECTIVE DATE
This Amendment shall become effective on the later to occur of (i) approval
of this amendment by the Trustees of the Xxxx Xxxxxxx Trust and (ii) the date of
its execution.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
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/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Executive Vice President and Chief Financial
Officer
XXXXXXXX ASSOCIATES LLC
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Executive Vice President & Vice Chairman
2
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"):
BETWEEN BETWEEN
FIRST $300 MILLION $500 MILLION EXCESS OVER
$300 MILLION AND $500 MILLION AND $1 BILLION $1 BILLION
OF AGGREGATE OF AGGREGATE OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS NET ASSETS NET ASSETS NET ASSETS
--------- ------------ ---------------- -------------- ------------
Capital Appreciation 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, in each case
based on market values as reported by the Trust's custodian.
Trust Portfolio(s) Other Portfolio(s)
------------------ -------------------------------------------
Capital Appreciation Trust -- Capital Appreciation 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 the quotient of
(i) the sum of the amounts determined by applying the annual percentage rates in
the table to the applicable portions (as determined by percentage rate
breakpoints) 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.
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