AMENDMENT TO SUBADVISORY AGREEMENT
XXXXXXXX ASSOCIATES LLC
AMENDMENT made as of this 28th day of April, 2006 to the Subadvisory
Agreement dated October 17, 2005, as amended (the "Agreement"), between Xxxx
Xxxxxxx Investment Management Services, LLC, (formerly, Manufacturers Securities
Services, LLC)., a Delaware limited liability company (the "Adviser"), and
Xxxxxxxx Associates LLC, a Delaware limited liability company (the
"Subadviser"). In consideration of the mutual covenants contained herein, the
parties agree as follows:
1. APPENDIX A
Section 3 of the Agreement, "Compensation of Subadviser", is hereby
amended:
c. to change the compensation of the Capital Appreciation Fund as noted in
Appendix A.
2. EFFECTIVE DATE
This Amendment shall become effective on the later to occur of (i) approval
of this amendment by the Trustees of the Xxxx Xxxxxxx Funds II and (ii) the date
of its execution.
(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: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
Executive Vice President and Chief Financial Officer
XXXXXXXX ASSOCIATES LLC
By: /s/ Xxxxx Xxxxxx
Name:Xxxxx Xxxxxx
Title: Executive Vice President & Vice Chairman
APPENDIX A
The Subadviser shall serve as investment subadviser for each Portfolio of
the Xxxx Xxxxxxx Funds II (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 Between
First $300 million $500 million Excess Over
$300 million and $500 million and $1 billion $1 billion
of Aggregate of Aggregate of Aggregate of Aggregate
Portfolio Net Assets Net Assets Net Assets Net Assets
Capital Appreciation Fund*
*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, in each case based on market values as reported by the Trust's
custodian.
Trust Portfolio(s) Other Portfolio(s)
Capital Appreciation Fund -- Capital Appreciation Trust, a series of Xxxx
Xxxxxxx Trust
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 the quotient of (i)
the sum of the amounts determined by applying the annual percentage rates in the
table to the applicable portions (as determined by percentage rate breakpoints)
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.
