AMENDMENT TO SUBADVISORY AGREEMENT
WELLINGTON MANAGEMENT COMPANY, LLP
AMENDMENT made as of this ___ day of December 2007 to the Subadvisory
Agreement dated January 29, 1999 as amended (the "Agreement"), between Xxxx
Xxxxxxx Investment Management Services, LLC, a Delaware limited liability
company (the "Adviser"), and Wellington Management Company, LLP, a Massachusetts
limited liability partnership (the "Subadviser"). In consideration of the mutual
covenants contained herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Appendix A of the Agreement relating to compensation of the Subadviser is
amended to add the Dynamic Growth Trust.
2. EFFECTIVE DATE
This Amendment shall become effective with respect to the Dynamic Growth
Trust on the later to occur of: (i) approval of the Amendment by the Board of
Trustees of Xxxx Xxxxxxx Trust, (ii) execution of the Amendment and (iii)
immediately after the effective time of the resignation of the existing
subadviser to the Dynamic Growth Trust.
(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:
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WELLINGTON MANAGEMENT COMPANY LLP
By:
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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 BETWEEN EXCESS
$250 MILLION $500 MILLION OVER
FIRST AND AND $1 BILLION
$250 MILLION $500 MILLION OF $1 BILLION OF OF
OF AGGREGATE AGGREGATE NET AGGREGATE NET AGGREGATE
PORTFOLIO NET ASSETS ASSETS ASSETS NET ASSETS
--------- ------------ --------------- ------------- -----------
Dynamic Growth (1).................... 0.450% 0.400% 0.375% 0.350%
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Dynamic Growth Trust, a series of the Trust, and the Dynamic Growth Fund, a
series of Xxxx Xxxxxxx Funds II, are included.
* 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)
------------------ --------------------------------
Dynamic Growth Trust -- Dynamic Growth 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 Rate
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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