AMENDMENT TO SUBADVISORY AGREEMENT
AMENDMENT TO SUBADVISORY AGREEMENT
AMENDMENT made as of this 29th day of April, 2005 to the Subadvisory Agreement dated February 1,
1999, as amended (the “Agreement”), between Xxxx Xxxxxxx Investment Management Services, LLC
(formerly, Manufacturer’s Securities Services, LLC), a Delaware limited partnership (the
“Adviser”), and Xxxxxxxxx Investment Counsel, LLC (formerly Xxxxxxxxx Investment Counsel, Inc.)
(the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree
as follows:
1. CHANGE IN APPENDIX A
Appendix A to the Agreement is hereby amended to change the subadvisory fee for the International
Value Trust as set forth in the revised Appendix A attached to this Amendment.
2. ADDITION OF NEW SECTION
CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS
The Subadviser agrees to treat Trust portfolio holdings as confidential information,
except as required by law, regulation or company bylaw, in accordance with the Trust’s
“Policy Regarding Disclosure of Portfolio Holdings,” as such policy may be amended from
time to time, and to prohibit its employees from trading on any such confidential
information.
23. EFECTIVE DATE
This Amendment shall become effective with respect to the International Value Trust 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.
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.), its managing member
By:
|
/s/Xxxxx X. Xxxxxxxxx | |||
| Secretary and General Counsel |
Xxxxxxxxx Investment Counsel, LLC
By:
|
/s/Xxxxx Xxxxx | |||
| President, Chief Financial Oficer | ||||
| Templeton Institutional Global Equities |
APPENDIX A
The Subadviser shall serve as investment subadviser for the following portfolios of the Trust.
The Adviser will pay the Subadviser, as full compensation for all services provided under this
Agreement, the fee computed separately for each such Portfolio at an annual rate as follows (the
“Subadviser Percentage Fee”):
| Between | Between | |||||||
| $50,000,000 | $200,000,000 | |||||||
| First | and | and | Excess over | |||||
| Portfolio | $50,000,000 | $200,000,000 | $500,000,000 | $500,000,000 | ||||
International Small Cap Trust |
| Aggregate Assets | ||||||
| Aggregate Assets | exceed$200 million | |||||
| are less than or | but are less than | Aggregate Assets | ||||
| equal to$200 | or equal to $500 | exceed $500 | ||||
| Portfolio | million* | million* | million* | |||
International Value Trust |
| * | For purposes of determining Aggregate Assets, the following assets are included: |
(1) assets in the International Value Trust,
(2) assets in the Global Equity Trust, a series of Xxxx Xxxxxxx Trust
The Subadviser Percentage 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. 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 rate described in the preceding paragraph, and multiplying this product by
the net assets of the Portfolio as determined in accordance with the Trust’s prospectus and
statement of additional information as of the close of business on the previous business day on
which the Trust was open for business.
If this Agreement becomes effective or terminates 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, 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 occurs.
