AMENDMENT TO SUBADVISORY AGREEMENT A I M CAPITAL MANAGEMENT, INC.
AMENDMENT TO SUBADVISORY AGREEMENT
A I M CAPITAL MANAGEMENT, INC.
AMENDMENT made as of this 17th day of October, 2005 to the Subadvisory Agreement
dated January 28, 1999 (the “Agreement”), as amended, between Xxxx Xxxxxxx Investment Management
Services, LLC, (formerly, Manufacturer’s Securities Services, LLC) a Delaware limited liability
company (the “Adviser”), and A I M Capital Management, Inc., (the “Subadviser”). In consideration
of the mutual covenants contained herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Section 3 of the Agreement, “Compensation of Subadviser,” is hereby amended:
a. to add the compensation of the Small Company Growth Trust
2. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS
The Subadviser agrees to treat Trust portfolio holdings as confidential information and employ
safeguards to maintain the confidentiality of such information as the Subadviser uses to safeguard
the confidentiality of its own confidential information.
3. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS
As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is
prohibited from consulting with the entities listed below concerning transactions for a Portfolio
in securities or other assets:
1. | other subadvisers to a Portfolio | ||
2. | other subadvisers to a Trust portfolio | ||
3. | other subadvisers to a portfolio under common control with the Portfolio |
4. 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 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: | /s/Xxxxxx X. Xxxxx
|
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Vice President & Chief Administrative Officer | ||||||
A I M CAPITAL MANAGEMENT, INC. | ||||||
By: | /s/Xxxxxxxx X. Xxxx | |||||
Xxxxxxxx X. Xxxx | ||||||
Managing Director |
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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 stated as a percentage of current net assets as follows (the “Subadviser Fee”):
Portfolio | First $250 million | Excess Over $250 million* | ||||||
Small Company Growth Trust |
* | The Subadviser Fee for the Small Company Growth Trust will be .550% on all net assets when the aggregate net assets of the Small Company Growth Trust and the portion of the following other portfolios managed by the Subadviser (in each case only for the period during which the Subadviser also serves as the subadviser for such portion of the other portfolio) exceed $1 billion: the All Cap Growth Trust and Mid Cap Core Trust, each a series of the Trust, and the Small Company Growth Fund, All Cap Growth Fund and Mid Cap Core Fund, each a series of Xxxx Xxxxxxx Funds II. |
Between | Between | Between | ||||||||||||||||||
$10 million | $50 million | $200 million | ||||||||||||||||||
First | and | and | and | Excess Over | ||||||||||||||||
Portfolio | $10 million | $50 million | $200 million | $500 million | $500 million | |||||||||||||||
Mid Cap Core Trust |
Between | Between | |||||||
$50 million | $200 million | |||||||
First | and | and | Excess Over | |||||
Portfolio | $50 million | $200 million | $500 million | $500 million | ||||
All Cap Growth Trust |
For purposes of determining net assets or aggregate net assets, the net assets of each
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.
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.
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If, with respect to any Portfolio, this Agreement becomes effective or terminates, or the
portfolios to be included for purposes of determining aggregate net assets 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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