LETTER AGREEMENT
Xxxxxxxxx Global Investors (North America) Inc.
000 X. Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
This Agreement is made as of this 1st day of August 2005 between
XXXXXXXXX GLOBAL INVESTORS (NORTH AMERICA) INC. (the "Adviser") and XXXXXXXXX
INVESTMENT MANAGEMENT LTD (the "Subadviser").
WHEREAS, the Adviser and the Subadviser have entered into a
Sub-Advisory Agreement dated August 31, 2001 (the "Sub-Advisory Agreement")
under which the Adviser has agreed to retain the Subadviser to render investment
advisory services to the Xxxxxxxxx European Focus Fund, Xxxxxxxxx Global
Technology Fund and Xxxxxxxxx International Opportunities Fund (the "Existing
HIML Sub-Advised Portfolios") of the Xxxxxxxxx Global Funds (the "Trust"), and
the Subadviser has agreed to render such services to the Existing HIML
Sub-Advised Portfolios, together with any other Trust portfolios that may be
established later;
WHEREAS, in connection with an amendment to the Investment Advisory
Agreement between the Trust and the Adviser to add breakpoints to the management
fees for the Existing HIML Sub-Advised Portfolios, the Adviser and Subadviser
desire to amend the Sub-Advisory Agreement to add breakpoints to the subadvisory
fee for the Existing HIML Sub-Advised Portfolios;
WHEREAS, the amendment to the fee schedule to the Sub-Advisory
Agreement will not reduce the quality or quantity of the services provided by
the Subadviser to the Existing HIML Sub-Advised Portfolios and that the
Subadviser's obligations under the Sub-Advisory Agreement will remain the same
in all material respects.
NOW THEREFORE, in consideration of the promises and mutual covenants
set forth herein, the Adviser and Sub-Adviser agree as follows:
1. Schedule A of the Sub-Advisory Agreement is hereby amended as follows:
XXXXXXXXX EUROPEAN FOCUS FUND
Adviser will pay to Subadviser an annual fee equal to:
0.90% on the first $500 million of daily net assets;
0.80% on the next $1billion of daily net assets; and
0.75% on daily net assets over $1.5 billion.
XXXXXXXXX GLOBAL TECHNOLOGY FUND
Adviser will pay to Subadviser an annual fee equal to:
0.90% on the first $500 million of daily net assets;
0.85% on the next $500 million of daily net assets; and
0.80% on dailynet assets over $1 billion.
XXXXXXXXX INTERNATIONAL OPPORTUNITIES FUND
Adviser will pay to Subadviser an annual fee equal to:
1.00% on the first $1 billion of average daily net assets;
0.85% on the next $1 billion of average daily net assets; and
0.75% on average daily net assets over $2 billion.
2. All the other terms and conditions of the Sub-Advisory Agreement shall
remain in full effect.
3. This Agreement is hereby incorporated by reference into the
Sub-Advisory Agreement and is made a part thereof.
4. This Agreement will become effective on August 1, 2005.
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IN WITNESS WHEREOF, the Adviser and the Subadviser have cause this
Letter Agreement to be executed as of the day and year first above written.
XXXXXXXXX GLOBAL INVESTORS
(NORTH AMERICA) INC.
By: /s/ Xxx X'Xxxxx
---------------
Name: Xxx X'Xxxxx
Title: Director of Corporate Services
ATTEST: /s/ Xxxxxxxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxxx
Title: Legal Counsel
XXXXXXXXX INVESTMENT
MANAGEMENT LTD.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director
ATTEST: /s/ Xxxxx Xxxxxxxxxxx
------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Legal Counsel
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