AMENDMENT TO SUBADVISORY AGREEMENT
UBS GLOBAL ASSET MANAGEMENT
AMENDMENT made as of this 17th day of October, 2005 to the Subadvisory
Agreement dated April 30, 2003, as amended (the "Agreement"), between Xxxx
Xxxxxxx Investment Management Services, LLC (formerly, "Manufacturers Securities
Services, LLC"), a Delaware limited liability company (the "Adviser"), and UBS
Global Asset Management (the "Subadviser"). In consideration of the mutual
covenants contained herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Appendix A of the Agreement relating to compensation of the Subadviser
shall be deleted and replaced by the attached Appendix A.
2. EFFECTIVE DATE
This Amendment shall become effective with on the later to occur of: (i)
approval of the Amendment by the Board of Trustees of Xxxx Xxxxxxx Trust and
(ii) execution of the Amendment.
(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: Xxxx Xxxxxxx Life Insurance Company
(U.S.A.), Managing Member
By:
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Xxxx X. XxxXxxx III
Chairman
UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC.
By:
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Name:
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Title:
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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"):
FIRST EXCESS OVER
$500 MILLION $500 MILLION
OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS* NET ASSETS*
--------- ------------ ------------
Global Allocation Trust 0.400% 0.350%
BETWEEN
$250 MILLION
FIRST AND EXCESS OVER
$250 MILLION $500 MILLION $500 MILLION
OF AGGREGATE OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS* NET ASSETS* NET ASSETS*
--------- ------------ ------------ ------------
Large Cap Trust 0.400% 0.350% 0.300%
* 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.
TRUST PORTFOLIO(S) OTHER PORTFOLIO(S)
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Global Allocation Trust -- Global Allocation Fund, a series of
Xxxx Xxxxxxx Funds II
Large Cap Trust Large Cap 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 (i) the sum of
the amounts determined by applying the annual percentage rates in the table to
the applicable portions 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
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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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