AMENDMENT TO SUBADVISORY AGREEMENT DAVIS SELECTED ADVISERS, L.P.
AMENDMENT TO SUBADVISORY AGREEMENT
XXXXX SELECTED ADVISERS, L.P.
AMENDMENT
made as of this 19th day of December, 2008 to the Subadvisory Agreement dated April 30, 2001 (the “Agreement”), between Xxxx Xxxxxxx Investment Management
Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited liability
company (the “Adviser”), and Xxxxx Selected Advisers, L.P., a Colorado limited 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 shall be deleted
and replaced by the attached Appendix A.
2. | EFFECTIVE DATE |
This Amendment shall become effective 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.
(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 |
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By: | /s/Xxxxx Xxxxx | |||
Xxxxx Xxxxx | ||||
Executive Vice President | ||||
XXXXX SELECTED ADVISERS, L.P. |
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By: | /s/Xxxxxxx X. Xxxx | |||
Name: | Xxxxxxx X. Xxxx | |||
Title: | Chief Operating Officer | |||
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APPENDIX A
The Subadviser shall serve as investment subadviser for each 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 each Portfolio, the fee computed separately for such Portfolio at an
annual rate as follows (the “Subadviser Fee”):
Between | ||||||||||||
$50 million | ||||||||||||
First | and | Excess Over | ||||||||||
$50 million | $500 million | $500 million | ||||||||||
of Aggregate | of Aggregate | of Aggregate | ||||||||||
Portfolio | Net Assets* | Net Assets* | Net Assets* | |||||||||
Fundamental Value Trust |
0.400 | % | 0.350 | % | 0.300 | % | ||||||
Financial Services Trust |
0.400 | % | 0.350 | % | 0.300 | % |
First | Excess of | |||||||
S350 million | $350 million | |||||||
of Aggregate | of Aggregate | |||||||
Net Assets* | Net Assets* | |||||||
Core Equity Trust |
0.400 | % | 0.300 | % |
* | The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, but in each case (except with respect to the U.S. Core Trust) 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 Portfoliof(s) | |
Fundamental Value Trust
|
Fundamental Value Fund, a series of Xxxx Xxxxxxx Funds II | |
Financial Services Trust
|
Financial Services Fund, a series of Xxxx Xxxxxxx Funds II | |
Core Equity Trust
|
Core Equity Fund, a series of Xxxx Xxxxxxx Funds II |
The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the
Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying
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the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided
by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Subadviser 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 within 30 calendar days of the end of each month. The daily fee
accruals will be computed by multiplying die fraction of one over the number of calendar days in
the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the
Portfolio. 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 any Portfolio, this Agreement becomes effective or terminates, or if the
manner of determining die 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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