EXHIBIT (D)(2)(A)
AMENDMENT NUMBER ONE
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN
XXX XXXXXX ASSET MANAGEMENT
AND
XXXXXX XXXXXXX INVESTMENT MANAGEMENT LIMITED
This Amendment Number One, dated May 20, 2009, to the Subadvisory Agreement
dated December 31, 2008 (the "Agreement") by and between XXX XXXXXX ASSET
MANAGEMENT ("VKAM" or the "Adviser"), a Delaware statutory trust, and XXXXXX
XXXXXXX INVESTMENT MANAGEMENT LIMITED (the "Local Manager" or the
"Sub-Adviser"), a company organized under the laws of England, with respect to
Xxx Xxxxxx Global Bond Fund (the "Fund"), a series of Xxx Xxxxxx Trust II,
hereby amends the terms and conditions of the Agreement in the manner specified
herein.
WITNESSETH
WHEREAS, the Board of Trustees of the Fund at a meeting held on May 20, 2009 has
approved an amendment to the Agreement to state the allocation of fees between
VKAM and the Local Manager; and
WHEREAS, the parties desire to amend and restate Section 2.(b) of the Agreement
relating to the compensation to the Local Manager.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereby agree to amend the
Agreement, as follows:
Section 2.(b) of the Agreement is hereby deleted in its entirety and replaced
with the following:
VKAM will pay the Sub-Adviser on a monthly basis 54% of the net advisory fees,
after taking into account any fee waivers, VKAM receives from the Fund during
such period.
IN WITNESS WHEREOF, the parties have caused this amended Agreement to be
executed as of the day and year first above written.
XXX XXXXXX ASSET MANAGEMENT XXXXXX XXXXXXX INVESTMENT MANAGEMENT
LIMITED
By: /s/ Xxxxxx X. Xxxx III By: /s/ Xxxxxx Onslow
--------------------------------- ------------------------------------
Name: Xxxxxx X. Xxxx III Name: Xxxxxx Onslow
Title: Managing Director, Chief Title: Director
Administrative Officer
