AMENDMENT TO SUBADVISORY AGREEMENT
DEUTSCHE ASSET MANAGEMENT, INC
AMENDMENT made as of this 28th day of April 2006 to the Subadvisory
Agreement dated November 23, 2005, as amended (the "Amendment"), between Xxxx
Xxxxxxx Investment Management Services, LLC (formerly, Manufacturers Securities
Services, LLC), a Delaware limited partnership (the "Adviser"), and Deutsche
Asset Management, Inc., a Delaware Corporation (the "Subadviser"). In
consideration of the mutual covenants contained herein, the parties agree as
follows:
1. CHANGE IN SERVICE TO BE RENDERED BY THE SUBADVISER TO THE TRUST
Paragraph 2.i. of the Agreement is hereby amended to read as follows:
The Subadviser shall be entitled to sub-delegate, where necessary, the
performance of any or all of the services hereunder to any member of a company
controlled by Deutsche Bank AG ("Group Companies"), provided that if such
delegation would violate the anti-assignment provisions of the Investment
Advisers Act, then it shall not be permitted without the approval of the
Trustees, and provided that the Subadviser shall be responsible for any acts or
omissions of any Group Company, including any of its officers, directors,
employees or agents, in performing any services that are delegate or
sub-delegated pursuant to this Section 2.i.
2. CHANGE IN APPENDIX A
Appendix A of the Agreement, "Compensation of Subadviser," is hereby
amended to add the Global Real Estate Trust.
2. EFECTIVE DATE
This Amendment shall become effective 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: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Executive Vice President and Chief
Financial Officer
DEUTSCHE ASSET MANAGEMENT, INC
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title Chief Operating Officer Deutsche Asset
Management, Inc
By: /s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
Title: Director
APPENDIX A
The Subadviser shall serve as investment subadviser for the 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 the
Portfolio, the fee computed separately for the Portfolio at an annual rate as
follows (the "Subadviser Fee"):
BETWEEN
FIRST $500 MILLION $500 MILLION AND
OF AGGREGATE NET $750 MILLION OF AGGREGATE EXCESS OF $750 MILLION
PORTFOLIO ASSETS* NET ASSETS* OF AGGREGATE NET ASSETS*
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Global Real Estate Trust.......
* The term Aggregate Net Assets includes the net assets of the Portfolio of
the Trust. It also includes with respect to the 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)
------------------ ------------------------------------
Global Real Estate Trust Global Real Estate Fund, a series of
Xxxx Xxxxxxx Funds II
The Subadviser Fee for the Portfolio shall be equal to (i) the total fee
determined by applying the annual percentage rates in the table above to the
Aggregate Net Assets times (ii) the net assets for such Portfolio, divided by
(iii) the Aggregate Net Assets (the "Applicable Annual Fee"). The Subadviser Fee
for the 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. 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.
If, with respect to the Portfolio, this Agreement becomes effective or
terminates, or if the manner of determining the Applicable Annual Fee 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.
