XXXX XXXXXXX FUNDS III
ADVISORY AGREEMENT
Advisory Agreement dated September 2, 2005, between Xxxx Xxxxxxx Funds III,
a Massachusetts business trust (the "Trust"), and Xxxx Xxxxxxx Investment
Management Services, LLC, a Delaware limited liability company ("JHIMS" or the
"Adviser"). In consideration of the mutual covenants contained herein, the
parties agree as follows:
1. APPOINTMENT OF ADVISER
The Trust hereby appoints JHIMS, subject to the supervision of the Trustees
of the Trust and the terms of this Agreement, as the investment adviser for each
of the funds of the Trust specified in Appendix A to this Agreement as it shall
be amended by the Adviser and the Trust from time to time (the "Funds"). The
Adviser accepts such appointment and agrees to render the services and to assume
the obligations set forth in this Agreement commencing on its effective date.
The Adviser will be an independent contractor and will have no authority to act
for or represent the Trust in any way or otherwise be deemed an agent unless
expressly authorized in this Agreement or another writing by the Trust and the
Adviser.
2. DUTIES OF THE ADVISER
a. Subject to the general supervision of the Trustees of the Trust and the
terms of this Agreement, the Adviser will at its own expense, except as
noted below, select and contract with investment subadvisers
("Subadvisers") to manage the investments and determine the composition of
the assets of the Funds; provided, that any contract with a Subadviser (a
"Subadvisory Agreement") shall be in compliance with and approved as
required by the Investment Company Act of 1940, as amended (the "1940
Act"), except for such exemptions therefrom as may be granted to the Trust
or the Adviser. Subject always to the direction and control of the Trustees
of the Trust, the Adviser will monitor compliance of each Subadviser with
the investment objectives and related investment policies, as set forth in
the Trust's registration statement with the Securities and Exchange
Commission, of any Fund or Funds under the management of such Subadviser,
and review and report to the Trustees of the Trust on the performance of
such Subadviser.
b. The Adviser shall furnish to the Trust the following:
i. Office and Other Facilities. - The Adviser shall furnish to the Trust
office space in the offices of the Adviser or in such other place as
may be agreed upon by the parties hereto from time to time, and all
necessary office facilities and equipment;
ii. Trustees and Officers. - The Adviser agrees to permit individuals who
are directors, officers or employees of the Adviser to serve (if duly
elected or appointed) as Trustees or President of the Trust without
remuneration from or other cost to the Trust.
iii. Other Personnel. - The Adviser shall furnish to the Trust, at the
Trust's expense, any other personnel necessary for the operations of
the Trust. The Adviser shall not, however, furnish to the Trust
personnel for the performance of functions (a) related to and to be
performed under the Trust contract for custodial, bookkeeping,
transfer and dividend disbursing agency services by the bank or other
financial institution selected to perform such services and (b)
related to the investment subadvisory services to be provided by any
Subadviser pursuant to a Subadvisory Agreement.
iv. Financial, Accounting, and Administrative Services. - The Adviser
shall:
(1) maintain the existence and records of the Trust; maintain the
registrations and qualifications of Trust shares under federal
and state law; prepare all notices and proxy solicitation
materials furnished to shareholders of the Trust, and
(2) perform all administrative, compliance, financial, accounting,
bookkeeping and recordkeeping functions of the Trust, including,
without limitation, the preparation of all tax returns, all
annual, semiannual and periodic reports to shareholders of the
Trust and all regulatory reports, except for any such functions
that may be performed by a third party pursuant to a custodian,
transfer agency or service agreement executed by the Trust.
The Trust shall reimburse the Adviser for its expenses associated with
all such services described in (1) and (2) above, including the
compensation and related personnel expenses and expenses of office
space, office equipment, utilities and miscellaneous office expenses,
except any such expenses directly attributable to officers or
employees of the Adviser who are serving as President of the Trust.
The Adviser shall determine the expenses to be reimbursed by the Trust
pursuant to expense allocation procedures established by the Adviser
in accordance with generally accepted accounting principles.
v. Liaisons with Agents. - The Adviser, at its own expense, shall
maintain liaisons with the various agents and other persons employed
by the Trust (including the Trust's transfer agent, custodian,
independent accountants and legal counsel) and assist in the
coordination of their activities on behalf of the Trust. Fees and
expenses of such agents and other persons will be paid by the Trust.
vi. Reports to Trust. - The Adviser shall furnish to, or place at the
disposal of, the Trust such information, reports, valuations, analyses
and opinions as the Trust may, at any time or from time to time,
reasonably request or as the Adviser may deem helpful to the Trust,
provided that the expenses associated with any such materials
furnished by the Adviser at the request of the Trust shall be borne by
the Trust.
c. In addition to negotiating and contracting with Subadvisers as set forth in
section (2) (a) of this Agreement and providing facilities, personnel and
services as set forth in section (2)(b), the Adviser will pay the
compensation of the President and Trustees of the Trust who are also
directors, officers or employees of the Adviser or its affiliates.
d. With respect to any one or more of the Funds named in Appendix A, the
Adviser may elect to manage the investments and determine the composition
of the assets of the Funds, subject to the approval of the Trustees of the
Trust. In the event of such election, the Adviser, subject always to the
direction and control of the Trustees of the Trust, will manage the
investments and determine the composition of the assets of the Funds in
accordance with the Trust's registration statement, as amended. In
fulfilling its obligations to manage the investments and reinvestments of
the assets of the Funds, the Adviser:
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i. will obtain and evaluate pertinent economic, statistical, financial
and other information affecting the economy generally and individual
companies or industries the securities of which are included in the
Funds or are under consideration for inclusion in the Funds;
ii. will formulate and implement a continuous investment program for each
Fund consistent with the investment objectives and related investment
policies for each such Fund as described in the Trust's registration
statement, as amended;
iii. will take whatever steps are necessary to implement these investment
programs by the purchase and sale of securities including the placing
of orders for such purchases and sales;
iv. will regularly report to the Trustees of the Trust with respect to the
implementation of these investment programs;
v. will provide assistance to the Trust's Custodian regarding the fair
value of securities held by the Funds for which market quotations are
not readily available;
vi. will furnish, at its expense, (i) all necessary investment and
management facilities, including salaries of personnel required for it
to execute its duties faithfully, and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for
the efficient conduct of the investment affairs of the Funds
(excluding determination of net asset value and shareholder accounting
services);
vii. will select brokers and dealers to effect all transactions subject to
the following conditions: the Adviser will place all necessary orders
with brokers, dealers, or issuers, and will negotiate brokerage
commissions if applicable; the Adviser is directed at all times to
seek to execute brokerage transactions for the Funds in accordance
with such policies or practices as may be established by the Trustees
and described in the Trust's registration statement as amended; the
Adviser may pay a broker-dealer which provides research and brokerage
services a higher spread or commission for a particular transaction
than otherwise might have been charged by another broker-dealer, if
the Adviser determines that the higher spread or commission is
reasonable in relation to the value of the brokerage and research
services that such broker-dealer provides, viewed in terms of either
the particular transaction or the Adviser's overall responsibilities
with respect to accounts managed by the Adviser; and the Adviser may
use for the benefit of its other clients, or make available to
companies affiliated with the Adviser for the benefit of such
companies or their clients, any such brokerage and research services
that the Adviser obtains from brokers or dealers;
xxxx.xx the extent permitted by applicable laws and regulations, may, but
shall be under no obligation to, on occasions when the Adviser deems
the purchase or sale of a security to be in the best interest of the
Fund as well as other clients of the Adviser, aggregate the securities
to be purchased or sold to attempt to obtain a more favorable price or
lower brokerage commissions and efficient execution. In such event,
allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Adviser in
the manner the Adviser considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and to its other
clients;
ix. will maintain all accounts, books and records with respect to the
Funds as are required of an investment adviser of a registered
investment company pursuant to the 1940 Act and the Investment
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Advisers Act of 1940, as amended (the "Advisers Act") and the rules
thereunder; and
x. will vote all proxies received in connection with securities held by
the Funds.
3. EXPENSES ASSUMED BY THE TRUST
The Trust will pay all expenses of its organization, operations and
business not specifically assumed or agreed to be paid by the Adviser, as
provided in this Agreement, or by a Subadviser, as provided in a Subadvisory
Agreement. Without limiting the generality of the foregoing, in addition to
certain expenses described in section 2 above, the Trust shall pay or arrange
for the payment of the following:
a. Edgarization, Printing and Mailing. - Costs of edgarization, printing and
mailing (i) all registration statements (including all amendments thereto)
and prospectuses/statements of additional information (including all
supplements thereto), all annual, semiannual and periodic reports to
shareholders of the Trust, regulatory authorities or others, (ii) all
notices and proxy solicitation materials furnished to shareholders of the
Trust or regulatory authorities and (iii) all tax returns;
b. Compensation of Officers and Trustees. - Compensation of the officers and
Trustees of the Trust (other than persons serving as President or Trustee
of the Trust who are also directors, officers or employees of the Adviser
or its affiliates);
c. Registration and Filing Fees. - Registration, filing, blue-sky and other
fees in connection with requirements of regulatory authorities, including,
without limitation, all fees and expenses of registering and maintaining
the registration of the Trust under the 1940 Act and the registration of
the Trust's shares under the Securities Act of 1933, as amended;
d. Custodial Services. - The charges and expenses of the custodian appointed
by the Trust for custodial services;
e. Accounting Fees. - the charges and expenses of the independent accountants
retained by the Trust;
f. Transfer, Bookkeeping and Dividend Disbursing Agents. - The charges and
expenses of any transfer, bookkeeping and dividend disbursing agents
appointed by the Trust;
g. Commissions. - Broker's commissions and issue and transfer taxes chargeable
to the Trust in connection with securities transactions to which the Trust
is a party;
h. Taxes. - Taxes and corporate fees payable by the Trust to federal, state or
other governmental agencies and the expenses incurred in the preparation of
all tax returns;
i. Stock Certificates. - The cost of stock certificates, if any, representing
shares of the Trust;
j. Legal Services. - Legal services and expenses in connection with the
affairs of the Trust, including registering and qualifying its shares with
regulatory authorities;
k. Membership Dues. - Association membership dues;
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l. Insurance Premiums. - Insurance premiums for fidelity, errors and
omissions, directors and officers and other coverage;
m. Shareholders and Trustees Meetings. - Expenses of shareholders and Trustees
meetings;
n. Pricing. - Pricing of the Trust Funds and shares, including the cost of any
equipment or services used for obtaining price quotations and valuing Trust
portfolio investments;
o. Interest. - Interest on borrowings;
p. Communication Equipment. - All charges for equipment or services used for
communication between the Adviser or the Trust and the custodian, transfer
agent or any other agent selected by the Trust; and
q. Nonrecurring and Extraordinary Expense. - Such nonrecurring expenses as may
arise, including the costs of actions, suits, or proceedings to which the
Trust is, or is threatened to be made, a party and the expenses the Trust
may incur as a result of its legal obligation to provide indemnification to
its Trustees, officers, agents and shareholders.
4. COMPENSATION OF ADVISER
Subject to the provisions of section 2(d) of this Agreement, the Trust will pay
the Adviser with respect to each Fund the compensation specified in Appendix A
to this Agreement.
5. NON-EXCLUSIVITY
The services of the Adviser to the Trust are not to be deemed to be
exclusive, and the Adviser shall be free to render investment advisory or other
services to others (including other investment companies) and to engage in other
activities. It is understood and agreed that the directors, officers and
employees of the Adviser are not prohibited from engaging in any other business
activity or from rendering services to any other person, or from serving as
partners, officers, directors, trustees or employees of any other firm or
corporation, including other investment companies.
6. SUPPLEMENTAL ARRANGEMENTS
The Adviser may enter into arrangements with other persons affiliated with
the Adviser to better enable it to fulfill its obligations under this Agreement
for the provision of certain personnel and facilities to the Adviser.
7. CONFLICTS OF INTEREST
It is understood that Trustees, officers, agents and shareholders of the
Trust are or may be interested in the Adviser as directors, officers,
stockholders, or otherwise; that directors, officers, agents and stockholders of
the Adviser are or may be interested in the Trust as Trustees, officers,
shareholders or otherwise; that the Adviser may be interested in the Trust; and
that the existence of any such dual interest shall not affect the validity
hereof or of any transactions hereunder except as otherwise provided in the
Agreement and Declaration of Trust of the Trust or the organizational documents
of the Adviser or by specific provision of applicable law.
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8. REGULATION
The Adviser shall submit to all regulatory and administrative bodies having
jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
9. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective on the later of: (i) its execution
and (ii) the date of the meeting of the shareholders of the Trust, at which
meeting this Agreement is approved by the vote of a "majority of the outstanding
voting securities" (as defined in the 0000 Xxx) of the Funds. The Agreement will
continue in effect for a period more than two years from the date of its
execution only so long as such continuance is specifically approved at least
annually either by the Trustees of the Trust or by the vote of a majority of the
outstanding voting securities of the Trust provided that in either event such
continuance shall also be approved by the vote of a majority of the Trustees of
the Trust who are not "interested persons" (as defined in the 0000 Xxx) of any
party to this Agreement cast in person at a meeting called for the purpose of
voting on such approval. The required shareholder approval of the Agreement or
of any continuance of the Agreement shall be effective with respect to any Fund
if a majority of the outstanding voting securities of that Fund votes to approve
the Agreement or its continuance, notwithstanding that the Agreement or its
continuance may not have been approved by a majority of the outstanding voting
securities of (a) any other Fund affected by the Agreement or (b) all the Funds
of the Trust.
If the shareholders of any Fund fail to approve the Agreement or any
continuance of the Agreement, the Adviser will continue to act as investment
adviser with respect to such Fund pending the required approval of the Agreement
or its continuance or of a new contract with the Adviser or a different adviser
or other definitive action; provided, that the compensation received by the
Adviser in respect of such Fund during such period will be no more than its
actual costs incurred in furnishing investment advisory and management services
to such Fund or the amount it would have received under the Agreement in respect
of such Fund, whichever is less.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Trustees of the Trust, by the vote of a majority of the
outstanding voting securities of the Trust, or with respect to any Fund by the
vote of a majority of the outstanding voting securities of the Fund, on sixty
days' written notice to the Adviser, or by the Adviser on sixty days' written
notice to the Trust. This Agreement will automatically terminate, without
payment of any penalty, in the event if its "assignment" (as defined in the 1940
Act).
10. PROVISION OF CERTAIN INFORMATION BY ADVISER
The Adviser will promptly notify the Trust in writing of the occurrence of
any of the following events:
a. the Adviser fails to be registered as an investment adviser under the
Advisers Act or under the laws of any jurisdiction in which the Adviser is
required to be registered as an investment adviser in order to perform its
obligations under this Agreement;
b. the Adviser is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any
court, public board or body, involving the affairs of the Trust; and
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c. the chief executive officer or managing member of the Adviser or the
portfolio manager of any Fund changes.
11. AMENDMENTS TO THE AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by the vote of a majority of the outstanding voting
securities of each of the Funds affected by the amendment and by the vote of a
majority of the Trustees of the Trust who are not interested persons of any
party to this Agreement cast in person at a meeting called for the purpose of
voting on such approval. The required shareholder approval shall be effective
with respect to any Fund if a majority of the outstanding voting securities of
that Fund vote to approve the amendment, notwithstanding that the amendment may
not have been approved by a majority of the outstanding voting securities of (a)
any other Fund affected by the amendment or (b) all the Funds of the Trust.
12. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties.
13. HEADINGS
The headings in the sections of this Agreement are inserted for convenience
of reference only and shall not constitute a part hereof.
14. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of the Trust or Adviser
in person or by registered mail or a private mail or delivery service providing
the sender with notice of receipt. Notice shall be deemed given on the date
delivered or mailed in accordance with this section.
15. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void in
law or in equity, the Agreement shall be construed, insofar as is possible, as
if such portion had never been contained herein.
16. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of The Commonwealth of Massachusetts, or any of the
applicable provisions of the 1940 Act. To the extent that the laws of The
Commonwealth of Massachusetts, or any of the provisions in this Agreement,
conflict with applicable provisions of the 1940 Act, the latter shall control.
17. NAME OF THE TRUST AND FUNDS
The Trust, on behalf of itself and with respect to any Fund, may use the
name "Xxxx Xxxxxxx" or any name or names derived from or similar to the names
"Xxxx Xxxxxxx Investment Management Services, LLC," "Xxxx Xxxxxxx Life Insurance
Company" or "Xxxx Xxxxxxx Financial Services, Inc." only for so long as this
Agreement remains in effect as to the Trust or the particular Fund. At such time
as this Agreement shall no longer be in effect as to the Trust or a particular
Fund, the Trust or the particular Fund, as the case may be, will (to the extent
it lawfully can) cease to use such a name or any other name indicating that the
Trust or the particular Fund is advised by or otherwise connected with the
Adviser. The Trust acknowledges that it has adopted the name Xxxx Xxxxxxx Funds
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III through permission of Xxxx Xxxxxxx Life Insurance Company, a Massachusetts
insurance company, and agrees that Xxxx Xxxxxxx Life Insurance Company reserves
to itself and any successor to its business the right to grant the non-exclusive
right to use the name "Xxxx Xxxxxxx" or any similar name or names to any other
corporation or entity, including but not limited to any investment company of
which Xxxx Xxxxxxx Life Insurance Company or any subsidiary or affiliate thereof
shall be the investment adviser.
18. LIMITATION OF LIABILITY UNDER THE DECLARATION OF TRUST
The Declaration of Trust establishing the Trust, dated June 9, 2005, a copy
of which, together with all amendments thereto (the "Declaration"), is on file
in the office of the Secretary of The Commonwealth of Massachusetts, provides
that no Trustee, shareholder, officer, employee or agent of the Trust shall be
subject to any personal liability in connection with Trust property or the
affairs of the Trust and that all persons should shall look solely to the Trust
property or to the property of one or more specific Funds for satisfaction of
claims of any nature arising in connection with the affairs of the Trust.
19. LIABILITY OF THE ADVISER
In the absence of (a) willful misfeasance, bad faith or gross negligence on
the part of the Adviser in performance of its obligations and duties hereunder,
(b) reckless disregard by the Adviser of its obligations and duties hereunder,
or (c) a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services (in which case any award of damages shall
be limited to the period and the amount set forth in Section 36(b)(3) of the
1940 Act), the Adviser shall not be subject to any liability whatsoever to the
Trust, or to any shareholder for any error of judgment, mistake of law or any
other act or omission in the course of, or connected with, rendering services
hereunder including, without limitation, for any losses that may be sustained in
connection with the purchase, holding, redemption or sale of any security on
behalf of a Fund.
20. INDEMNIFICATION
a. To the fullest extent permitted by applicable law, the Trust shall, on
behalf of each Fund, indemnify the Adviser, its affiliates and the
officers, directors, employees and agents of the Adviser and its affiliates
(each an "indemnitee") against any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses)
resulting from any claim, demand, action or suit relating to the particular
Fund and not resulting from the willful misfeasance, bad faith, gross
negligence, or reckless disregard of the indemnitee in the performance of
the obligations and duties of the indemnitee's office. The federal and
state securities laws impose liabilities under certain circumstances on
persons who act in good faith, and therefore nothing in this Agreement will
waive or limit any rights that the Trust or a Fund may have under those
laws. An indemnitee will not confess any claim or settle or make any
compromise in any instance in which the Trust will be asked to provide
indemnification, except with the Trust's prior written consent. Any amounts
payable by the Trust under this Section shall be satisfied only against the
assets of the particular Fund(s) involved in the claim, demand, action or
suit and not against the assets of any other Fund(s) of the Trust.
b. Any indemnification or advancement of expenses made in accordance with this
Section shall not prevent the recovery from any indemnitee of any amount if
the indemnitee subsequently is determined in a final judicial decision on
the merits in any action, suit, investigation or proceeding involving the
liability or expense that gave rise to the indemnification to be liable to
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a Fund or its shareholders by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the
conduct of the indemnitee's office.
c. The rights of indemnification provided in this Section shall not be
exclusive of or affect any other rights to which any person may be entitled
by contract or otherwise under law. Nothing contained in this Section shall
affect the power of a Fund to purchase and maintain liability insurance on
behalf of the Adviser or any indemnitee.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
XXXX XXXXXXX FUNDS III
By: /s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
President
XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC
By: Xxxx Xxxxxxx Life Insurance Company (U.S.A.), its managing member
By: /s/ Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: CFO
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APPENDIX A
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The Adviser shall serve as investment adviser for each Fund of the Trust
listed below. The Trust will pay the Adviser, as full compensation for all
services provided under this Agreement with respect to each Fund, the fee
computed separately for such Fund at an annual rate as follows (the "Adviser
Fee").
The term Aggregate Net Assets in the chart below includes the net assets of
a Fund of the Trust. It also includes with respect to certain Funds as indicated
in the chart the net assets of one or more other portfolios, but in each case
only for the period during which the subadviser for the Fund also serves as the
subadviser for the other portfolio(s) and only with respect to the net assets of
such other portfolio(s) that are managed by the subadviser.
For purposes of determining Aggregate Net Assets and calculating the
Adviser Fee, the net assets of the Fund 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.
The Adviser Fee for a Fund shall be based on the applicable annual fee rate
for the Fund which for each day shall be equal to the quotient of (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 Adviser Fee for each Fund shall
be accrued and paid daily to the Adviser for each calendar day. 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 Fund. Fees shall be paid either by wire
transfer or check, as directed by the Adviser.
If, with respect to any Fund, 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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Funds and Annual Percentage Rates of Aggregate Net Assets
Between $500 Between $1.0
First $500 million million and $1.0 billion and $2.5 Excess Over $2.5
of Aggregate Net billion of billion of billion of
Portfolio Assets Aggregate Net Assets Aggregate Net Assets Aggregate Net Assets
Growth Opportunities Fund(1) 0.80% 0.78% 0.77% 0.76%
1 For purposes of determining Aggregate Net Assets, the net assets of: the
Growth Opportunities Fund, a series of Xxxx Xxxxxxx Funds III and the Growth
Opportunities Trust, a series of Xxxx Xxxxxxx Trust, are included.
Between $500 Between $1.0
First $500 million million and $1.0 billion and $2.5 Excess Over $2.5
of Aggregate Net billion of billion of billion of
Portfolio Assets Aggregate Net Assets Aggregate Net Assets Aggregate Net Assets
Intrinsic Value Fund(1) 0.78% 0.76% 0.75% 0.74%
1 For purposes of determining Aggregate Net Assets, the net assets of: the
Intrinsic Value Fund, a series of Xxxx Xxxxxxx Funds III and the Intrinsic Value
Trust, a series of Xxxx Xxxxxxx Trust, are included.
Between $500 Between $1.0
First $500 million million and $1.0 billion and $2.5 Excess Over $2.5
of Aggregate Net billion of billion of billion of
Portfolio Assets Aggregate Net Assets Aggregate Net Assets Aggregate Net Assets
Growth Fund(1) 0.80% 0.78% 0.77% 0.76%
1 For purposes of determining Aggregate Net Assets, the net assets of: the
Growth Fund, a series of Xxxx Xxxxxxx Funds III and the Growth Trust, a series
of Xxxx Xxxxxxx Trust, are included.
Between $500 Between $1.0
First $500 million million and $1.0 billion and $2.5 Excess Over $2.5
of Aggregate Net billion of billion of billion of
Portfolio Assets Aggregate Net Assets Aggregate Net Assets Aggregate Net Assets
U.S. Core Fund(1) 0.78% 0.76% 0.75% 0.74%
1 For purposes of determining Aggregate Net Assets, the net assets of: the U.S.
Core Fund, a series of Xxxx Xxxxxxx Funds III, Growth & Income Trust, a series
of Xxxx Xxxxxxx Trust, that portion of the net assets of the Managed Trust, a
series of Xxxx Xxxxxxx Trust, that is subadvised by Xxxxxxxx, Mayo Van Otterloo
and Co. LLC, are included.
Between $100
First $100 million million and $1.0 Excess Over $1.0
of Aggregate Net billion of billion of
Portfolio Assets Aggregate Net Assets Aggregate Net Assets
International Growth Fund(1) 0.92% 0.895% 0.88%
1 For purposes of determining Aggregate Net Assets, the net assets of: the
International Growth Fund, a series of Xxxx Xxxxxxx Funds III and the
International Growth Trust, a series of Xxxx Xxxxxxx Trust, are included.
Between $100
First $100 million million and $1.0 Excess Over $1.0
of Aggregate Net billion of billion of
Portfolio Assets Aggregate Net Assets Aggregate Net Assets
International Core Fund(1) 0.92% 0.895% 0.88%
1 For purposes of determining Aggregate Net Assets, the net assets of: the
International Core Fund, a series of Xxxx Xxxxxxx Funds III, the International
Stock Fund, a series of Xxxx Xxxxxxx Funds II, and the International Stock
Trust, a series of Xxxx Xxxxxxx Trust, are included.
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Funds and Annual Percentage Rates of Aggregate Net Assets
Between $500 Between $1.0
First $500 million million and $1.0 billion and $2.5 Excess Over $2.5
of Aggregate Net billion of billion of billion of
Portfolio Assets Aggregate Net Assets Aggregate Net Assets Aggregate Net Assets
Value Opportunities Fund(1) 0.80% 0.78% 0.77% 0.76%
1 For purposes of determining Aggregate Net Assets, the net assets of: the Value
Opportunities Fund, a series of Xxxx Xxxxxxx Funds III and the Value
Opportunities Trust, a series of Xxxx Xxxxxxx Trust, are included.
Between $500 Between $1.0
First $500 million million and $1.0 billion and $2.5 Excess Over $2.5
of Aggregate Net billion of billion of billion of
Portfolio Assets Aggregate Net Assets Aggregate Net Assets Aggregate Net Assets
U.S. Quality Equity Fund(1) 0.78% 0.76% 0.75% 0.74%
1 For purposes of determining Aggregate Net Assets, only the net assets of: the
U.S. Quality Equity Fund, a series of Xxxx Xxxxxxx Funds III, are included.
Between $500 Between $1.0
First $500 million million and $1.0 billion and $2.5 Excess Over $2.5
of Aggregate Net billion of billion of billion of
Portfolio Assets Aggregate Net Assets Aggregate Net Assets Aggregate Net Assets
Active Value Fund(1) 0.85% 0.82% 0.81% 0.80%
1 For purposes of determining Aggregate Net Assets, only the net assets of: the
Active Value Fund, a series of Xxxx Xxxxxxx Funds III, are included.
Between $200
First $200 million million and $1.0 Excess Over $1.0
of Aggregate Net billion of billion of
Portfolio Assets Aggregate Net Assets Aggregate Net Assets
Global Fund(1) 0.90% 0.875% 0.86%
1 For purposes of determining Aggregate Net Assets, only the net assets of: the
Global Fund, a series of Xxxx Xxxxxxx Funds III, are included.
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