LETTER AGREEMENT
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Xxxxxxxxx Global Funds
000 X. Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
This Agreement is made as of this 20th day of April 2009 between
XXXXXXXXX GLOBAL FUNDS, a Delaware statutory trust (the "Trust") and XXXXXXXXX
GLOBAL INVESTORS (NORTH AMERICA) INC., a Delaware corporation (the "Adviser").
WHEREAS, the Trust and the Adviser have entered into an Investment
Advisory Agreement dated August 31, 2001, as amended by letter agreements dated
September 24, 2003, April 30, 2004, August 1, 2005, January 31, 2006, August 1,
2006, November 30, 2006, January 31, 2008 and August 29, 2008, under which the
Trust has agreed to retain the Adviser to render investment advisory and
management services to the Xxxxxxxxx European Focus Fund, Xxxxxxxxx Global
Equity Income Fund, Xxxxxxxxx Global Opportunities Fund, Xxxxxxxxx Global Real
Estate Equities Fund, Xxxxxxxxx Global Technology Fund, Xxxxxxxxx Industries of
the Future Fund, Xxxxxxxxx International Equity Fund, Henderson International
Opportunities Fund, Henderson Japan-Asia Focus Fund and Henderson Worldwide
Income Fund (the "Existing Portfolios"), and the Adviser has agreed to render
such services to the Existing Portfolios, together with any other Trust
portfolios that may be established later (collectively, the "Portfolios" and
individually a "Portfolio");
WHEREAS, pursuant to Paragraph 2 of the Advisory Agreement, the Trust
hereby notifies the Adviser of its desire to retain the Adviser to render
investment advisory and management services to one additional portfolio to be
known as the Xxxxxxxxx Money Market Fund (the "New Portfolio"); and
WHEREAS, by signing this Agreement below, the Adviser agrees to render
such services, whereupon the New Portfolio shall become a Portfolio under the
Advisory Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the Trust and the Adviser agree as follows:
1. The Trust hereby appoints the Adviser as investment adviser and manager
for the New Portfolio under the Advisory Agreement and the Adviser
hereby accepts such appointment and agrees to perform the services and
duties set forth in the Advisory Agreement on the terms set forth
therein, except as otherwise provided in this Agreement.
2. This Agreement shall become effective as of the date first
above written with respect to the New Portfolio and, unless sooner
terminated as provided in Paragraph 7 of the Advisory Agreement, shall
continue until August 30, 2010 with respect to the New Portfolio.
Thereafter, this Agreement will be extended with respect to the New
Portfolio for successive one-year periods ending on August 30 of each
year, subject to the provisions of Paragraph 7 of the Advisory
Agreement.
3. For the services provided and the expenses assumed under this
Agreement, the Trust shall pay the Adviser a fee for the New Portfolio,
computed daily and payable monthly, at an annual rate equal to 0.10% of
average daily net assets, provided however that no such fee shall be
due or payable for each day the New Portfolio has invested
substantially all of its investable assets in another registered
investment company pursuant to a master-feeder structure.
4. All the other terms and conditions of the Advisory Agreement
shall remain in full effect.
5. This Agreement is hereby incorporated by reference into the
Advisory Agreement and is made a part thereof. In case of a conflict
between this Agreement and the Advisory Agreement, the terms of the
Advisory Agreement are controlling.
IN WITNESS WHEREOF, the Trust and the Adviser have cause this Agreement
to be executed as of the day and year first above written.
XXXXXXXXX GLOBAL
FUNDS, on behalf of
Xxxxxxxxx Money
Market Fund
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President
XXXXXXXXX GLOBAL INVESTORS
(NORTH AMERICA) INC.
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Corporate Secretary
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