LETTER AGREEMENT
Xxxxxxxxx Global Investors (North America) Inc.
000 X. Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
This Agreement is made as of this 29th day of August 2008 between
XXXXXXXXX GLOBAL INVESTORS (NORTH AMERICA) INC. (the "Adviser") and XXXXXXXXX
INVESTMENT MANAGEMENT LIMITED (the "Subadviser").
WHEREAS, the Adviser and the Subadviser have entered into a
Sub-Advisory Agreement dated August 31, 2001 (the "Sub-Advisory Agreement"), as
amended by letter agreement dated August 1, 2005, January 31, 2006, November 30,
2006, December 29, 2007 and January 31, 2008 under which the Adviser has agreed
to retain the Subadviser to render investment advisory 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 International Equity Fund, Xxxxxxxxx International
Opportunities Fund and Xxxxxxxxx Japan-Asia Focus Fund (the "Existing HIML
Sub-Advised Portfolios") of the Xxxxxxxxx Global Funds (the "Trust"), and the
Subadviser has agreed to render such services to the Existing HIML Sub-Advised
Portfolios, together with any other Trust portfolios that may be established
later;
WHEREAS, pursuant to Paragraph 1 of the Sub-Advisory Agreement, the
Adviser hereby notifies the Subadviser of its desire to retain the Subadviser to
render investment advisory services to one additional portfolio of the Trust to
be known as the Xxxxxxxxx Industries of the Future Fund (the "New Portfolio");
and
WHEREAS, by signing this Agreement below, the Subadviser agrees to
render such services, whereupon the New Portfolio shall become a Portfolio under
the Sub-Advisory Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the Adviser and the Subadviser agree as follows:
1. The Adviser hereby appoints the Subadviser as subadviser for the
Xxxxxxxxx Industries of the Future Fund under the Sub-Advisory
Agreement and the Subadviser hereby accepts such appointment and agrees
to perform the services and duties set forth in the Sub-Advisory
Agreement for such portion of the assets of the New Portfolio as
Adviser shall from time to time designate 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 and, unless sooner terminated as provided in Paragraph 3 of the
Sub-Advisory Agreement, shall continue until August 30, 2009.
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 3 of the Advisory
Agreement.
3. For the services provided and the expenses assumed under this
Agreement, the Adviser shall pay the Subadviser a fee based on the
assets managed by the Subadviser, computed daily and payable monthly,
at an annual rate equal to:
Xxxxxxxxx Industries of the Future Fund:
0.45% on the first $500 million of average daily net assets;
0.35% on the next $1 billion of average daily net assets; and
0.30% on average daily net assets over $1.5 billion
4. All the other terms and conditions of the Sub-Advisory Agreement shall
remain in full effect.
5. This Agreement is hereby incorporated by reference into the
Sub-Advisory Agreement and is made a part thereof. In case of a
conflict between this Agreement and the Sub-Advisory Agreement, the
terms of the Sub-Advisory Agreement are controlling.
IN WITNESS WHEREOF, the Adviser and the Subadviser have cause this
Agreement to be executed as of the day and year first above written.
XXXXXXXXX GLOBAL INVESTORS
(NORTH AMERICA) INC.
By: /s/ Xxxxx X'Xxxxx
-----------------
Name: Xxxxx X'Xxxxx
Title:
XXXXXXXXX INVESTMENT
MANAGEMENT LIMITED
By: /s/ Xxxxxxxx X. Xxxxxxx
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Name:
Title:
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