AMENDMENT TO SUBADVISORY AGREEMENT
X. XXXX PRICE ASSOCIATES, INC.
AMENDMENT made as of this 28th day of April, 2008 to the Subadvisory
Agreement dated January 28, 1999, as amended (the "Agreement"), between Xxxx
Xxxxxxx Investment Management Services, LLC, a Delaware limited liability
company (the "Adviser"), and X. Xxxx Price Associates, Inc., a Maryland
Corporation (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, "Compensation of Subadviser," is hereby
amended to add the following portfolio:
Capital Appreciation Value Trust
2. SUBADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full force
and effect.
2. EFECTIVE DATE
This Amendment shall become effective on the later to occur of (i) approval
of this amendment by the Trustees of the Xxxx Xxxxxxx Trust, (ii) the date of
its execution and (iii) immediately after the effective time of the resignation
of the existing subadviser to the Capital Appreciation Value Trust.
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
By:
---------------------------------
Xxxxx X. Xxxxx
Executive Vice President
X. XXXX PRICE ASSOCIATES, INC.
By:
---------------------------------
Xxxxxxx X. Xxxxxx
Vice President
APPENDIX A
The Subadviser shall serve as co-subadviser for the 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 the Portfolio, the fee
computed separately for such Portfolio at an annual rate as follows (the
"Subadviser Fee"):
If net assets are less than $250 million, the following fee schedule shall
apply:
FIRST $250 MILLION OF EXCESS OVER $250 MILLION
PORTFOLIO NET ASSETS OF NET ASSETS
--------- --------------------- ------------------------
Capital Appreciation Value Trust [_] [_]
If net assets equal or exceed $250 million but are less than $2 billion, the
following fee schedule shall apply:
FIRST $1 BILLION OF EXCESS OVER $1 BILLION
PORTFOLIO NET ASSETS OF NET ASSETS
--------- ------------------- ----------------------
Capital Appreciation Value Trust [_] [_]
If net assets equal or exceed $2 billion but are less than $3 billion, the
following fee schedule shall apply:
FIRST $500 MILLION OF EXCESS OVER $500 MILLION
PORTFOLIO NET ASSETS OF NET ASSETS
--------- --------------------- ------------------------
Capital Appreciation Value Trust [_] [_]
If net assets equal or exceed $3 billion, the following fee schedule shall
apply:
PORTFOLIO ALL ASSET LEVELS
--------- ----------------
Capital Appreciation Value Trust [_]
If, with respect to the Portfolio, this Agreement becomes effective or
terminates, or if the manner of determining the 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.
