LETTER AGREEMENT
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Xxxxxxxxx Global Investors (North America) Inc.
000 X. Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
This Agreement is made as of this 31st day of January 2006 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, under which the Adviser has
agreed to retain the Subadviser to render investment advisory services to the
Xxxxxxxxx European Focus Fund, Xxxxxxxxx Global Technology Fund and Xxxxxxxxx
International Opportunities 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 an additional portfolio of the Trust to
be known as the Xxxxxxxxx Japan-Asia Focus Fund (the "New Portfolio"); and
WHEREAS, by signing this Agreement below, the Subadviser agrees to
render such services, whereupon the 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 New
Portfolio 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 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, 2007.
Thereafter, this Agreement will be extended with respect to the 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 the
Adviser shall pay the Subadviser a fee, computed daily and payable
monthly, at an annual rate equal to:
0.90% on the first $500 million of daily net assets;
0.80% on the next $1 billion of daily net assets; and
0.75% on average daily net assets over $1.5 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: /s/ Xxx X'Xxxxx
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Name: Xxx X'Xxxxx
Title: Director of Corporate Services
ATTEST: /s/ Xxxxxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxxxx
Title: Legal Counsel
XXXXXXXXX INVESTMENT
MANAGEMENT LTD.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Managing Director
ATTEST: /s/ Xxxxx Xxxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxxx
Title: Legal Counsel
