AMENDMENT TO SUB-ADVISORY AGREEMENT
Xxxx Xxxxxxx XXXX Trust
on behalf of Xxxx Xxxxxxx High Yield Fund
Xxxx Xxxxxxx Investment Trust
on behalf of Xxxx Xxxxxxx Small Cap Intrinsic Value Fund
AMENDMENT TO SUB-ADVISORY AGREEMENT
AMENDMENT made as of the 1st day of June, 2012 to the Sub-Advisory Agreement dated December 31, 2005, as amended (the “Agreement”), among Xxxx Xxxxxxx Advisers, LLC, a Delaware limited liability company, Xxxx Xxxxxxx Asset Management a division of Manulife Asset Management (US) LLC (formerly, Sovereign Asset Management, LLC), a Delaware limited liability company, and each of the investment companies that is a signatory to the Agreement, including Xxxx Xxxxxxx Xxxx Trust and Xxxx Xxxxxxx Investment Trust. In consideration of the mutual covenants contained herein, the parties agree as follows:
| 1. | CHANGE IN APPENDIX A |
Appendix A of the Agreement, which relates to Section 3 of the Agreement, “COMPENSATION OF SUB-ADVISER,” is hereby amended as shown in Appendix A hereto.
| 2. | EFFECTIVE DATE |
This Amendment shall become effective as of the date first mentioned above.
| 3. | DEFINED TERMS |
Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.
| 4. | OTHER TERMS OF THE AGREEMENT |
Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.
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 ADVISERS, LLC | ||
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Xxxxx X. Xxxxxxxxx | ||
| President and Chief Executive Officer | ||
| XXXX XXXXXXX ASSET MANAGEMENT A DIVISION OF MANULIFE ASSET MANAGEMENT (US) LLC | ||
| By: | /s /Xxxxx X. Xxxxx | |
| Xxxxx X. Xxxxx | ||
| President, Chief Investment Officer - Fixed Income and | ||
| Chief Operating Officer | ||
| XXXX XXXXXXX XXXX TRUST, on behalf of | ||
| Xxxx Xxxxxxx High Yield Fund | ||
| XXXX XXXXXXX INVESTMENT TRUST, on behalf of | ||
| Xxxx Xxxxxxx Small Cap Intrinsic Value Fund | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Xxxxxx Xxxxxx | ||
| Senior Vice President and Chief Operating Officer | ||
APPENDIX A
XXXX XXXXXXX XXXX TRUST
| Percentage of Average Daily Net Assets | ||||||||||||||||||||
| Fund | First $75 million | Next $75 million | Next $350 million | Next $2 billion | Excess over $2.5 billion | |||||||||||||||
| Xxxx Xxxxxxx High Yield Fund | [ ] | % | [ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||||
XXXX XXXXXXX INVESTMENT TRUST
| Percentage of Average Daily Net Assets | ||||||||||||
| Fund | First $500 million | Next $500 million | Excess over $1 billion | |||||||||
| Xxxx Xxxxxxx Small Cap Intrinsic Value Fund | [ ] | % | [ ] | % | [ ] | % | ||||||
