Contract
(d)(8)(C)
XXXX XXXXXXX FUNDS II
AMENDMENT TO SUBADVISORY AGREEMENT
Dimensional Fund Advisors LP
AMENDMENT made as of this 25th day of June, 2010 to the Subadvisory Agreement dated April 28,
2006 (the “Agreement”), as amended, between Xxxx Xxxxxxx Investment Management Services, LLC, a
Delaware limited partnership (the “Adviser”), and Dimensional Fund Advisors LP (formerly,
Dimensional Fund Advisors Inc.) (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 is amended and
restated in its entirety as set forth in Appendix A to this Amendment to decrease the
subadvisory fee for the International Small Company Fund.
2. EFECTIVE DATE
This Amendment shall become effective upon the later to occur of: (i) approval of the
Amendment by the Board of Trustees of Xxxx Xxxxxxx Funds II, and (ii) execution of the Amendment.
3. MISCELLANEOUS
Except as set forth herein, all provisions of the Agreement shall remain in full force and
effect. This Amendment may be executed in two or more counterparts, each of which shall be deemed
to be an original but all of which together shall constitute one and the same Amendment.
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 |
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By: | /s/ Xxxxx X. Xxxxx | |||
Xxxxx X. Xxxxx | ||||
Executive Vice President | ||||
Dimensional Fund Advisors LP |
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By: | Dimensional Holdings Inc., general partner | |||
By: | /s/ Xxxx X. Xxxx | |||
Xxxx X. Xxxx | ||||
Vice President |
APPENDIX A
The Subadviser shall serve as investment subadviser for the Portfolios 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 the Portfolio at an
annual rate as follows (the “Subadviser Fee”):
First | Excess Over | |||||||
$100 million | $100 million | |||||||
of Aggregate | of Aggregate | |||||||
Portfolio | Net Assets* | Net Assets* | ||||||
Emerging Markets Value Fund |
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International Small Company Fund |
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Small Cap Opportunities Fund |
* | The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust subadvised by the Subadviser. It also includes with respect to each Portfolio the net assets of one or more other portfolios subadvised by the Subadviser 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). |
Trust Portfolio(s) | Other Portfolio(s) | |
Emerging Markets Value Fund
|
Emerging Markets Value Trust, a series of Xxxx Xxxxxxx Trust | |
International Small Company Fund
|
International Small Company Trust, a series of Xxxx Xxxxxxx Trust | |
Small Cap Opportunities Fund
|
The portion of the net assets of the Small Cap Opportunities Trust, a series of Xxxx Xxxxxxx Trust |
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.
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.