LETTER AGREEMENT
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Xxxxxxxxx Global Funds
000 X. Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
This Agreement is made as of this 31st day of January 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, as amended by letter agreements dated
September 24, 2003, April 30, 2004 and August 1, 2005, 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 Income Advantage Fund, Xxxxxxxxx International Opportunities Fund and
Henderson U.S. Core Growth 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 (collectively, the
"Portfolios" and individually a "Portfolio");
WHEREAS, pursuant to Paragraph 2 of the Advisory Agreement, the Trust
hereby notifies the Adviser of its desire to retain the Adviser to render
investment advisory and management services to an additional portfolio to be
known as the Xxxxxxxxx Japan-Asia Focus Fund (the "New Portfolio"); and
WHEREAS, by signing this Agreement below, the Adviser agrees to render
such services, whereupon the New Portfolio shall become a Portfolio under the
Advisory Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the Trust and the Adviser agree as follows:
1. The Trust hereby appoints the Adviser as investment adviser and manager
for the New Portfolio under the Advisory Agreement and the Adviser
hereby accepts such appointment and agrees to perform the services and
duties set forth in the Advisory Agreement on the terms set forth
therein, except as otherwise provided in this Agreement.
2. This Agreement shall become effective as of the date first above
written and, unless sooner terminated as provided in Paragraph 7 of the
Advisory Agreement, shall continue until August 30, 2007. Thereafter,
this Agreement will be extended with respect to the New Portfolio for
successive one-year periods ending on August 30 of each year, subject
to the provisions of Paragraph 7 of the Advisory Agreement.
3. For the services provided and the expenses assumed under this
Agreement, the Trust shall pay the Adviser a fee, computed daily and
payable monthly, at an annual rate equal to:
1.00% on the first $500 million of daily net assets;
0.90% on the next $1 billion of daily net assets; and
0.85% on average daily net assets over $1.5 billion
4. All the other terms and conditions of the Advisory Agreement shall
remain in full effect.
5. This Agreement is hereby incorporated by reference into the Advisory
Agreement and is made a part thereof. In case of a conflict between
this Agreement and the Advisory Agreement, the terms of the Advisory
Agreement are controlling.
IN WITNESS WHEREOF, the Trust and the Adviser have cause this Agreement
to be executed as of the day and year first above written.
XXXXXXXXX GLOBAL FUNDS
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President
ATTEST: Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Assistant Secretary
XXXXXXXXX GLOBAL INVESTORS
(NORTH AMERICA) INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxxxx
Title: Corporate Secretary
ATTEST: Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Assistant Secretary
