Exhibit (d)(5)(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 April 17, 2009 (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 Emerging Markets Fund (the "Fund"), a series of Xxx Xxxxxx Series
Fund, Inc., hereby amends the terms and conditions of the Agreement in the
manner specified herein.
W I T N E S S E T H
WHEREAS, the Board of Directors 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:
The Fund may have portfolio managers from one or more Sub-Advisers and from
VKAM. Subject to the split described in the next sentence, VKAM will pay to the
Sub-Advisers, collectively, on a monthly basis an aggregate amount equal to 54%
of the net advisory fees VKAM receives from the Fund during such period, after
taking into account any fee waivers (the "Eligible Allocation"). The Eligible
Allocation shall be split among the Sub-Advisers and, where applicable, VKAM
based on the "total seniority-weighted headcount" of the Fund's portfolio
managers; and the "total seniority-weighted headcount" is calculated by
considering (1) the number of portfolio managers from each Sub-Adviser and,
where applicable, the portfolio managers of VKAM relative to the total number of
portfolio managers for the Fund and (2) weighting each portfolio manager
according to each portfolio manager's seniority.
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
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 May 22, 2006 (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 Value Equity Fund (the "Fund"), a series of Xxx Xxxxxx Series
Fund, Inc., hereby amends the terms and conditions of the Agreement in the
manner specified herein.
W I T N E S S E T H
WHEREAS, the Board of Directors 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:
The Fund may have portfolio managers from one or more Sub-Advisers and from
VKAM. Subject to the split described in the next sentence, VKAM will pay to the
Sub-Advisers, collectively, on a monthly basis an aggregate amount equal to 54%
of the net advisory fees VKAM receives from the Fund during such period, after
taking into account any fee waivers (the "Eligible Allocation"). The Eligible
Allocation shall be split among the Sub-Advisers and, where applicable, VKAM
based on the "total seniority-weighted headcount" of the Fund's portfolio
managers; and the "total seniority-weighted headcount" is calculated by
considering (1) the number of portfolio managers from each Sub-Adviser and,
where applicable, the portfolio managers of VKAM relative to the total number of
portfolio managers for the Fund and (2) weighting each portfolio manager
according to each portfolio manager's seniority.
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
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 May 22, 2006 (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 Franchise Fund (the "Fund"), a series of Xxx Xxxxxx Series
Fund, Inc., hereby amends the terms and conditions of the Agreement in the
manner specified herein.
W I T N E S S E T H
WHEREAS, the Board of Directors 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:
The Fund may have portfolio managers from one or more Sub-Advisers and from
VKAM. Subject to the split described in the next sentence, VKAM will pay to the
Sub-Advisers, collectively, on a monthly basis an aggregate amount equal to 54%
of the net advisory fees VKAM receives from the Fund during such period, after
taking into account any fee waivers (the "Eligible Allocation"). The Eligible
Allocation shall be split among the Sub-Advisers and, where applicable, VKAM
based on the "total seniority-weighted headcount" of the Fund's portfolio
managers; and the "total seniority-weighted headcount" is calculated by
considering (1) the number of portfolio managers from each Sub-Adviser and,
where applicable, the portfolio managers of VKAM relative to the total number of
portfolio managers for the Fund and (2) weighting each portfolio manager
according to each portfolio manager's seniority.
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
