AMENDMENT TO SUBADVISORY AGREEMENT Between and Among
AMENDMENT TO SUBADVISORY AGREEMENT
Between and Among
X. Xxxx Price Associates, Inc.
and X. Xxxx Price International Ltd
AMENDMENT made as of this 18th day of April, 2013 to the Subadvisory
Agreement dated December 12, 2012 (the “Agreement”), as amended, between and among X. Xxxx Price Associates, Inc., a Maryland Corporation (the “Adviser”), and X. Xxxx Price International Ltd, a United Kingdom Corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:
1. Section 5.A is amended and restated as follows:
The Subadviser will select brokers, dealers, futures commission merchants and other counterparties to effect all transactions for the Fund, including without limitation, with respect to transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments. The Subadviser will place all orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as applicable. The Subadviser will always seek the most favorable overall price and best execution in light of the circumstances in all transactions. It is understood by the parties hereto that best execution is evaluated based on various factors. Subject to the foregoing, the Subadviser is directed at all times to seek to execute transactions for the Fund in accordance with its trading policies, as disclosed by the Subadviser to the Fund from time to time, but in all cases subject to policies and practices established by the Fund and described in the Fund’s registration statement. Notwithstanding the foregoing, the Fund may pay a broker-dealer that provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another broker-dealer to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 (where applicable) and by the Fund’s registration statement, if the Subadviser determines that the higher spread or commission is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Subadviser’s overall responsibilities with respect to accounts managed by the Subadviser. The Subadviser may use for the benefit of the Subadviser’s other clients, or make available to companies affiliated with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser obtains from brokers or dealers.
2. Effective Date
This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of Xxxx Xxxxxxx Funds II, and (ii) execution of the Amendment.
3. Miscellaneous
Except as set forth herein, all provisions of the Agreement shall remain in full force and effect. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same 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.
X. Xxxx Price Associates, Inc.
By: /s/ Xxxx Xxxxxxx-Xxxx
Name: Xxxx Xxxxxxx-Xxxx
Title: Vice President
X. Xxxx Price International Ltd
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
