FORM OF LETTER AGREEMENT
Xxxxxxxxx Global Investors (North America) Inc.
000 X. Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
This Agreement is made as of this __ day of _______ 2008 between
XXXXXXXXX GLOBAL INVESTORS (NORTH AMERICA) INC. (the "Adviser") and XXXXXXXXX
INVESTMENT MANAGEMENT LIMITED (the "Subadviser").
WHEREAS, the Adviser and the Subadviser have entered into a
Sub-Advisory Agreement dated August 31, 2001 (the "Sub-Advisory Agreement"), as
amended by letter agreement dated August 1, 2005, January 31, 2006, November 30,
2006 and December 29, 2007 under which the Adviser has agreed to retain the
Subadviser to render investment advisory services to the Xxxxxxxxx European
Focus Fund, Xxxxxxxxx Global Equity Income Fund, Xxxxxxxxx Global Opportunities
Fund, Xxxxxxxxx Global Technology Fund, Xxxxxxxxx International Opportunities
Fund and Xxxxxxxxx Japan-Asia Focus Fund (the "Existing HIML Sub-Advised
Portfolios") of the Xxxxxxxxx Global Funds (the "Trust"), and the Subadviser has
agreed to render such services to the Existing HIML Sub-Advised Portfolios,
together with any other Trust portfolios that may be established later;
WHEREAS, pursuant to Paragraph 1 of the Sub-Advisory Agreement, the
Adviser hereby notifies the Subadviser of its desire to retain the Subadviser to
render investment advisory services to two additional portfolios of the Trust to
be known as the Xxxxxxxxx International Equity Fund and Xxxxxxxxx Global Real
Estate Equities Fund (each a "New Portfolio" and collectively, the "New
Portfolios"); and
WHEREAS, by signing this Agreement below, the Subadviser agrees to
render such services, whereupon each New Portfolio shall become a Portfolio
under the Sub-Advisory Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the Adviser and the Subadviser agree as follows:
1. The Adviser hereby appoints the Subadviser as subadviser for the
Xxxxxxxxx International Equity Fund and the Xxxxxxxxx Global Real
Estate Equities Fund under the Sub-Advisory Agreement and the
Subadviser hereby accepts such appointment and agrees to perform the
services and duties set forth in the Sub-Advisory Agreement for such
portion of the assets of each New Portfolio as Adviser shall from time
to time designate 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 3 of the
Sub-Advisory Agreement, shall continue until August 30, 2009.
Thereafter, this Agreement will be extended with respect to each New
Portfolio for successive one-year periods ending on August 30 of each
year, subject to the provisions of Paragraph 3 of the Advisory
Agreement.
3. For the services provided and the expenses assumed under this
Agreement, the Adviser shall pay the Subadviser a fee based on the
assets managed by the Subadviser, computed daily and payable monthly,
at an annual rate equal to:
Xxxxxxxxx International Equity Fund:
0.35% on the first $250 million of daily net assets;
0.30% on the next $250 million of daily net assets;
0.25% on the next $500 million of daily net assets; and
0.20% on average daily net assets over $1.0 billion
Xxxxxxxxx Global Real Estate Equities Fund:
0.35% of the first $250 million of daily net assets;
0.30% on the next $250 million of daily net assets;
0.25% on the next $500 million of daily net assets; and
0.20% on average daily net assets over $1.0 billion
4. All the other terms and conditions of the Sub-Advisory Agreement shall
remain in full effect.
5. This Agreement is hereby incorporated by reference into the
Sub-Advisory Agreement and is made a part thereof. In case of a
conflict between this Agreement and the Sub-Advisory Agreement, the
terms of the Sub-Advisory Agreement are controlling.
IN WITNESS WHEREOF, the Adviser and the Subadviser have cause this
Agreement to be executed as of the day and year first above written.
XXXXXXXXX GLOBAL INVESTORS (NORTH AMERICA) INC.
By: -------------------------------------------
Name:
Title:
XXXXXXXXX INVESTMENT MANAGEMENT LIMITED
By: -------------------------------------------
Name:
Title:
