AMENDMENT TO SUBADVISORY AGREEMENT
XXXXX SELECTED ADVISERS, L.P.
AMENDMENT made as of this 9th day of June, 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
By:
------------------------------------
XXXXX SELECTED ADVISERS, L.P.
By:
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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%
BETWEEN
FIRST $500 BETWEEN $500 MILLION $1 BILLION EXCESS OF
MILLION OF AND $1 BILLION OF AND $2.5 BILLION $2.5 BILLION OF
AGGREGATE NET AGGREGATE NET OF AGGREGATE NET AGGREGATE NET
NAME OF PORTFOLIO ASSETS* ASSETS* ASSETS* ASSETS*
----------------- ------------- -------------------- ---------------- ---------------
U.S. Core Trust 0.330% 0.310% 0.300% 0.290%
* 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 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 PORTFOLIO(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
U.S. Core Trust U.S. Core Fund, a series of Xxxx Xxxxxxx Funds III
Portion of the assets of Managed Trust, a series
of Xxxx Xxxxxxx Trust that is managed
by Grantham, Mayo, Van Otterloo & Co. LLC
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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 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
the 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 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.
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