EXHIBIT (d)(3)(a)
AMENDMENT NUMBER ONE
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN
XXX XXXXXX ASSET MANAGEMENT
AND
XXXXXX XXXXXXX INVESTMENT MANAGEMENT LIMITED
This Amendment Number One, dated May 20, 2009, to the Subadvisory
Agreement dated November 21, 2008 (the "Agreement") by and between XXX
XXXXXX ASSET MANAGEMENT ("VKAM" or the "Adviser"), a Delaware statutory
trust, and XXXXXX XXXXXXX INVESTMENT MANAGEMENT LIMITED (the "Local Manager"
or the "Sub-Adviser"), a company organized under the laws of England, with
respect to Xxx Xxxxxx Technology Fund (the "Fund"), a series of Xxx Xxxxxx
Equity Trust II, hereby amends the terms and conditions of the Agreement in
the manner specified herein.
W I T N E S S E T H
WHEREAS, the Board of Trustees of the Fund at a meeting held on May 20, 2009
has approved an amendment to the Agreement to state the allocation of fees
between VKAM and the Local Manager; and
WHEREAS, the parties desire to amend and restate Section 2.(b) of the
Agreement relating to the compensation to the Local Manager.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter contained, the parties hereby agree to amend the
Agreement, as follows:
Section 2.(b) of the Agreement is hereby deleted in its entirety and
replaced with the following:
VKAM will pay the Sub-Adviser on a monthly basis 54% of the net advisory
fees, after taking into account any fee waivers, VKAM receives from the Fund
during such period.
IN WITNESS WHEREOF, the parties have caused this amended Agreement to be
executed as of the day and year first above written.
XXX XXXXXX ASSET MANAGEMENT XXXXXX XXXXXXX INVESTMENT
MANAGEMENT LIMITED
By: /s/ Xxxxxx X. Xxxx III By: /s/ Xxxxxx Onslow
------------------------------- --------------------------
Name: Xxxxxx X. Xxxx III Name: Xxxxxx Onslow
Title: Managing Director, Chief Title: Director
Administrative Officer
