SUB-ITEM 77Q1(e)
Amendment to the Subadvisory Agreement for the following subadviser:
1. A I M Capital Management, Inc., (relating to All Cap Growth Fund), dated
April 28, 2006
2. A I M Capital Management, Inc. (relating to Mid Cap Core Fund), dated
June 30, 2006
3. American Century Investment Management, Inc. (relating to Vista Fund), dated
June 30, 2006
4. Deutsche Asset Management, Inc. (relating to Global Real Estate Fund), dated
April 28, 2006
5. Deutsche Asset Management, Inc. (relating to Dynamic Growth Fund), dated
June 30, 2006
6. Fund Asset Management, L.P. (relating to Large Cap Value Fund), dated
June 1, 2006
7. Xxxxxxxx Associates LLC, (relating to Capital Appreciation Fund), dated
April 28, 2006
8. Xxxxxxx Capital Management, LLC, (relating to International Opportunities
Fund), dated April 28, 2006
9. Massachusetts Financial Services Company (relating to Utilities Fund), dated
June 30, 2006
10. Salomon Brothers Asset Management Inc (relating to Special Value Fund),
dated June 30, 2006
11. Sovereign Asset Management, LLC, (relating to Emerging Growth Fund and High
Income Fund), dated April 28, 2006
12. X. Xxxx Price Associates, Inc. (relating to Real Estate Equity Fund), dated
April 28, 2006
13. UBS Global Asset Management (relating to Large Cap Fund), dated
June 30, 2006
14. UST Advisers, Inc. (relating to Value & Restructuring Fund), dated
October 1, 2006
15. Xxxxx Capital Management, Incorporated (relating to Core Bond Fund), dated
June 30, 2006
AMENDMENT TO SUBADVISORY AGREEMENT
A I M CAPITAL MANAGEMENT, INC.
AMENDMENT made as of this 28th day of April, 2006 to the Subadvisory
Agreement dated October 17, 2005 (the "Agreement"), as amended, between Xxxx
Xxxxxxx Investment Management Services, LLC, (formerly, Manufacturer's
Securities Services, LLC) a Delaware limited partnership (the "Adviser"), and A
I M Capital Management, Inc., (the "Subadviser"). In consideration of the mutual
covenants contained herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Section 3 of the Agreement, "Compensation of Subadviser," is hereby
amended:
a. to change the compensation of the All Cap Growth Fund as noted in
Appendix A.
2. EFFECTIVE 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.
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
A I M CAPITAL MANAGEMENT, INC.
By: /s/Xxx X. Xxxx, Xx.
----------------------------------------
Name: Xxx X. Xxxx, Xx.
Title:
2
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 stated as a percentage of current net assets as follows (the
"Subadviser Fee"):
Between
First $500 million Excess Over
Portfolio $500 million and $1 billion $1 billion
All Cap Growth Fund
For purposes of determining net assets or aggregate net assets, the net
assets of each 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 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 the portfolios to be included for purposes of determining
aggregate net assets 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.
3
Xxxx Xxxxxxx Funds II
AMENDMENT TO SUBADVISORY AGREEMENT
A I M Capital Management, Inc.
AMENDMENT made as of this 30th day of June, 2006 to the Subadvisory
Agreement dated October 17, 2005 (the "Agreement"), as amended, between Xxxx
Xxxxxxx Investment Management Services, LLC, a Delaware limited partnership (the
"Adviser"), and A I M Capital Management, Inc., (the "Subadviser"). In
consideration of the mutual covenants contained herein, the parties agree as
follows:
1. CHANGE IN APPENDIX A
Section 3 of the Agreement, "Compensation of Subadviser," is hereby
amended: b. to change the compensation of the Mid Cap Core Fund as noted in
Appendix A.
2. EFFECTIVE 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.
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/Xxxxx Xxxxx
--------------
Name: Xxxxx Xxxxx
Title:
A I M Capital Management, Inc.
By: /s/Xxx X. Xxxx, Xx.
-------------------
Name: Xxx X. Xxxx, Xx.
Title:
4
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 stated as a percentage of current net assets as follows (the
"Subadviser Fee"):
First Excess Over
Portfolio $500 million $500 million
Mid Cap Core................
For purposes of determining net assets or aggregate net assets, the net
assets of each 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 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 the portfolios to be included for purposes of determining
aggregate net assets 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.
5
Xxxx Xxxxxxx Funds II
AMENDMENT TO SUBADVISORY AGREEMENT
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
AMENDMENT made as of this 30th day of June, 2006 to the Subadvisory
Agreement dated October 17, 2005 (the "Agreement"), between Xxxx Xxxxxxx
Investment Management Services, LLC, a Delaware limited liability company (the
"Adviser"), and American Century Investment Management, Inc., a Delaware
corporation (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
shall be deleted and replaced by the attached Appendix A.
2. EFFECTIVE DATE
This Amendment shall become effective with respect to each portfolio on 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.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
6
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/Xxxxx Xxxxx
--------------
Xxxxx Xxxxx, Executive Vice President
AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.
By: /s/Xxxxxxx X. Park
-----------------------------------
Name: Xxxxxxx X. Park
Title: Chief Compliance Officer
7
APPENDIX A
The Subadviser shall serve as investment subadviser for each Portfolio 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 such Portfolio at an annual rate as
follows (the "Subadviser Fee"):
Between Between
$200 million $400 million
First and and Excess Over
$200 million $400 million $1 billion $1 billion
of Aggregate of Aggregate of Aggregate of Aggregate
Portfolio Net Assets* Net Assets* Net Assets* Net Assets*
--------- ------------ ------------ ------------ ------------
Vista Fund
First Excess Over
$125 million $125 million
of Aggregate of Aggregate
Portfolio Net Assets* Net Assets*
--------- ------------ ------------
Small Company 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.
Trust Portfolio(s) Other Portfolio(s)
Vista Fund -- Vista Trust, a series of Xxxx Xxxxxxx Trust
Small Company Fund Small Company Fund, 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 (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.
8
AMENDMENT TO SUBADVISORY AGREEMENT
DEUTSCHE ASSET MANAGEMENT, INC
AMENDMENT made as of this 28th day of April 2006 to the Subadvisory
Agreement dated October 17, 2005 (the "Amendment"), between Xxxx Xxxxxxx
Investment Management Services, LLC (formerly, Manufacturers Securities
Services, LLC), a Delaware limited partnership (the "Adviser"), and Deutsche
Asset Management, Inc., a Delaware Corporation (the "Subadviser"). In
consideration of the mutual covenants contained herein, the parties agree as
follows:
1. CHANGE IN SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST
Paragraph 2.i. of the Agreement is hereby amended to read as follows:
The Subadviser shall be entitled to sub-delegate, where necessary, the
performance of any or all of the services hereunder to any member of a company
controlled by Deutsche Bank AG ("Group Companies"), provided that if such
delegation would violate the anti-assignment provisions of the Investment
Advisers Act, then it shall not be permitted without the approval of the
Trustees, and provided that the Subadviser shall be responsible for any acts or
omissions of any Group Company, including any of its officers, directors,
employees or agents, in performing any services that are delegated or
sub-delegated pursuant to this Section 2.i.
2. CHANGE IN APPENDIX A
Appendix A of the Agreement, "Compensation of Subadviser," is hereby
amended to add the Global Real Estate Fund.
2. EFFECTIVE DATE
This Amendment shall become effective on 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.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
9
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
DEUTSCHE ASSET MANAGEMENT, INC
By: /s/Xxxxxxx Xxxxx
----------------
Name: Xxxxxxx Xxxxx
Title: COO - XxXX Americas
By: /s/Xxxxxxxx Xxxxx
-----------------
Name: Xxxxxxxx Xxxxx
Title: Director
10
APPENDIX A
The Subadviser shall serve as investment subadviser for the Portfolio of
the Xxxx Xxxxxxx Funds II listed below. The Adviser will pay the Subadviser, as
full compensation for all services provided under this Agreement with respect to
the Portfolio, the fee computed separately for the Portfolio at an annual rate
as follows (the "Subadviser Fee"):
Between
First $500 million Excess of
$500 million and $750 million $750 million
of Aggregate of Aggregate of Aggregate
Portfolio Net Assets* Net Assets* Net Assets*
Global Real Estate Fund
*The term Aggregate Net Assets includes the net assets of the Portfolio of Xxxx
Xxxxxxx Funds II. It also includes with respect to the 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 Xxxx Xxxxxxx Funds II are determined as of the close
of business on the previous business day of Xxxx Xxxxxxx Funds II, 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.
Trust Portfolio(s) Other Portfolio(s)
Global Real Estate Fund -- Global Real Estate Trust, a series of
Xxxx Xxxxxxx Trust
The Subadviser Fee for the Portfolio shall be equal to (i) the total fee
determined by applying the annual percentage rates in the table above to the
Aggregate Net Assets times (ii) the net assets for such Portfolio, divided by
(iii) the Aggregate Net Assets (the "Applicable Annual Fee"). The Subadviser Fee
for the 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. 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 the 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.
11
AMENDMENT TO SUBADVISORY AGREEMENT
Deutsche Asset Management, Inc
AMENDMENT made as of this 30th day of June, 2006 to the Subadvisory
Agreement dated October 17, 2005 (the "Amendment"), between Xxxx Xxxxxxx
Investment Management Services, LLC, a Delaware limited partnership (the
"Adviser"), and Deutsche Asset Management, Inc., a Delaware Corporation (the
"Subadviser"). In consideration of the mutual covenants contained herein, the
parties agree as follows:
1. CHANGE IN APPENDIX A
Section 3 of the Agreement, "Compensation of Subadviser," is hereby
amended: to change the compensation of the Dynamic Growth Fund as noted in
Appendix A.
2. EFFECTIVE DATE
This Amendment shall become effective on 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.
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/Xxxxx Xxxxx
--------------
Xxxxx Xxxxx
Executive Vice President
Deutsche Asset Management, Inc
By: /s/Xxxxxxx Xxxxx
----------------
By: /s/Xxxxxxxx Xxxxx
-----------------
12
APPENDIX A
The Subadviser shall serve as investment subadviser for the Portfolio of
the Xxxx Xxxxxxx Funds II listed below. The Adviser will pay the Subadviser, as
full compensation for all services provided under this Agreement with respect to
the Portfolio, the fee computed separately for the Portfolio at an annual rate
as follows (the "Subadviser Fee"):
Between Between
First $250 million $500 million
$250 million and and Excess Over
of $500 million of $1 billion of $1 billion of
Aggregate Aggregate Net Aggregate Net Aggregate
Portfolio Net Assets Assets Assets Net Assets
Dynamic Growth........................
*The term Aggregate Net Assets includes the net assets of the Portfolio of Xxxx
Xxxxxxx Funds II. It also includes with respect to the 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 Xxxx Xxxxxxx Funds II are determined as of the close
of business on the previous business day of Xxxx Xxxxxxx Funds II, 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.
Trust Portfolio(s) Other Portfolio(s)
Dynamic Growth Fund -- Dynamic Growth Trust, a series of
Xxxx Xxxxxxx Trust
The Subadviser Fee for the Portfolio shall be equal to (i) the total fee
determined by applying the annual percentage rates in the table above to the
Aggregate Net Assets times (ii) the net assets for such Portfolio, divided by
(iii) the Aggregate Net Assets (the "Applicable Annual Fee"). The Subadviser Fee
for the 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. 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 the 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.
13
AMENDMENT TO SUBADVISORY AGREEMENT
FUND ASSET MANAGEMENT, L.P.
AMENDMENT made as of this 1st day of June, 2006 to the Subadvisory
Agreement dated May 1, 2003, as amended (the "Agreement"), between Xxxx Xxxxxxx
Investment Management Services, LLC, a Delaware limited liability company (the
"Adviser"), and Fund Asset Management, L.P., a Delaware limited partnership (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
shall be deleted and replaced by the attached Appendix A.
2. EFFECTIVE DATE
This Amendment shall become effective on 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.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
14
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/Xxxxx Xxxxx
---------------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President
FUND ASSET MANAGEMENT, L.P.
By: /s/Xxxxxx X. Xxxxx
------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
15
APPENDIX A
The Subadviser shall serve as investment subadviser for the Portfolio of
the Trust listed below. The Adviser will pay the Subadviser, as full
compensation for all services provided under this Agreement with respect to the
Portfolio, the fee computed separately for such Portfolio at an annual rate as
follows (the "Subadviser Fee"):
Between
$500 million
First and Excess Over
$500 million $1 billion of $1 billion of
of Aggregate Aggregate Aggregate
Portfolio Net Assets Net Assets Net Assets
Large Cap Value.......................
*The term Aggregate Net Assets includes the net assets of a Portfolio of the
Trust. It also includes with respect to the 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.
Trust Portfolio(s) Other Portfolio(s)
Large Cap Value Fund -- Large Cap Value Trust, a series of Xxxx Xxxxxxx Trust
The Subadviser Fee for the 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
the 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 the 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.
16
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)
17
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
18
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.
19
AMENDMENT TO SUBADVISORY AGREEMENT
XXXXXXX CAPITAL MANAGEMENT, 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
Xxxxxxx Capital Management, LLC, a Delaware limited liability company (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
shall be deleted and replaced by the attached Appendix A.
2. SUBADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full force
and effect.
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)
20
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
XXXXXXX CAPITAL MANAGEMENT, LLC
By: /s/Xxxxxxxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: President
21
APPENDIX A
The Subadviser shall serve as investment subadviser for each Portfolio of
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
First $750 million Excess Over
$750 million and $1.5 billion $1.5 billion
of Aggregate of Aggregate of Aggregate
Portfolio Net Assets* Net Assets* Net Assets*
International Opportunities Fund
*The term Aggregate Net Assets for a given day includes the net assets of a
Portfolio of the Trust. It also includes the net assets of one or more other
portfolios of the Trust or other trusts 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 for a given day, the net assets of
the Portfolio and each other portfolio of the Trust are determined by the
Custodian 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 or trust are determined
as of the close of business on the previous business day of that fund or trust.
This Appendix A is deemed to amend the fee schedules for the other
portfolios to the extent that it is inconsistent with such schedules.
Trust Portfolio(s) Other Portfolio(s)
International Opportunities Fund -- International Opportunities Trust, a series
of Xxxx Xxxxxxx Trust
The Subadviser Fee for each Portfolio shall be accrued for each calendar
day by the Custodian, 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 Subadviser Fee accruals shall be based in part on the applicable annual
fee rate for the Portfolio/s ("Applicable Annual Fee Rate"), which may vary from
day to day depending on the amount of Aggregate Net Assets. The Applicable
Annual Fee Rate on a given day is a blended rate that is calculated by (i)
multiplying each rate in the table above by the relevant portion of the
Aggregate Net Assets; (ii) adding together the resulting amounts; and (iii)
dividing the sum of those amounts by the Aggregate Net Assets. The daily fee
accruals will be computed by the Custodian 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 as determined in
accordance with the Trust's prospectus and statement of additional information
as of the close of business on the previous business day on which the Trust was
open for business. 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, the applicable 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, from the beginning of such
month to the date of termination, or from the beginning of such month to the
date of 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.
22
Xxxx Xxxxxxx Funds II
AMENDMENT TO SUBADVISORY AGREEMENT
Salomon Brothers Asset Management Inc
AMENDMENT made as of this 30th day of June, 2006 to the Subadvisory
Agreement dated December 1, 2005 (the "Agreement"), between Xxxx Xxxxxxx
Investment Management Services, a Delaware limited partnership (the "Adviser"),
and Salomon Brothers Asset Management 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
shall be deleted and replaced by the attached Appendix A.
2. EFFECTIVE DATE
This Amendment shall become effective with on 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.
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/Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President, IMS
Date: 7/12/06
Salomon Brothers Asset Management Inc
By: /s/Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
Title: Managing Director
Date: 7/6/06
23
APPENDIX A
The Subadviser shall serve as investment subadviser for the following
portfolio of the Trust ( the "Portfolio"). The Adviser will pay the Subadviser,
as full compensation for all services provided under this Agreement, the fee
computed separately for the Portfolio at an annual rate as follows (the
"Subadviser Percentage Fee"):
Portfolio All Asset Levels
Special Value Fund........0.500%
The Subadviser Percentage Fee for the Portfolio shall be accrued for each
calendar day and the sum of the daily fee accruals shall be paid monthly to the
Subadviser. 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
rate described in the preceding paragraph, and multiplying this product by the
net assets of the Portfolio as determined in accordance with the Trust's
prospectus and statement of additional inofrmation as of the close of business
on the previous business day on which the Trust was open for business.
If this Agreement becomes effective or terminates before the end of the
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, 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 occurs.
24
XXXX XXXXXXX FUNDS II
SUBADVISORY AGREEMENT
AGREEMENT made this 28th day of April, 2006, between Xxxx Xxxxxxx
Investment Management Services, LLC, a Delaware limited liability company (the
"Adviser"), and Sovereign Asset Management LLC, a Delaware limited liability
company (the "Subadviser"). In consideration of the mutual covenants contained
herein, the parties agree as follows:
1. APPOINTMENT OF SUBADVISER
The Subadviser undertakes to act as investment subadviser to, and, subject
to the supervision of the Trustees of Xxxx Xxxxxxx Funds II (the "Trust") and
the terms of this Agreement, to manage the investment and reinvestment of the
assets of the Portfolio(s) specified in Appendix A to this Agreement as it shall
be amended by the Adviser and the Subadviser from time to time (the
"Portfolios"). The Subadviser will be an independent contractor and will have no
authority to act for or represent the Trust or Adviser in any way except as
expressly authorized in this Agreement or writing by the Trust and Adviser.
2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST
a. Subject always to the direction and control of the Trustees of the Trust,
the Subadviser will manage the investments and determine the composition of
the assets of the Portfolios in accordance with the Portfolios'
registration statement, as amended. In fulfilling its obligations to manage
the investments and reinvestments of the assets of the Portfolios, the
Subadviser will:
i. 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 Portfolios or are
under consideration for inclusion in the Portfolios;
ii. formulate and implement a continuous investment program for each
Portfolio consistent with the investment objectives and related investment
policies for each such Portfolio as described in the Trust's registration
statement, as amended;
iii. 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. regularly report to the Trustees of the Trust with respect to the
implementation of these investment programs; and
v. provide assistance to the Trust's Custodian regarding the fair value of
securities held by the Portfolios for which market quotations are not
readily available.
b. The Subadviser, at its expense, will furnish (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 Portfolios (excluding
determination of net asset value and shareholder accounting services).
c. The Subadviser will select brokers and dealers to effect all transactions
subject to the following conditions: The Subadviser will place all
necessary orders with brokers, dealers, or issuers, and will negotiate
brokerage commissions if applicable. The Subadviser is directed at all
times to seek to execute brokerage transactions for the Portfolios 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 Subadviser 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 Subadviser determines that the higher spread or
25
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 Subadviser's overall
responsibilities with respect to accounts managed by the Subadviser. The
Subadviser may use for the benefit of the Subadviser's other clients, or
make available to companies affiliated with the Subadviser or to its
directors for the benefit of its clients, any such brokerage and research
services that the Subadviser obtains from brokers or dealers.
d. On occasions when the Subadviser deems the purchase or sale of a security
to be in the best interest of the Portfolio as well as other clients of the
Subadviser, the Subadviser to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, 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 Subadviser in the
manner the Subadviser considers to be the most equitable and consistent
with its fiduciary obligations to the Portfolio and to its other clients.
e. The Subadviser will maintain all accounts, books and records with respect
to the Portfolios as are required of an investment adviser of a registered
investment company pursuant to the Investment Company Act of 1940 (the
"Investment Company Act") and Investment Advisers Act of 1940 (the
"Investment Advisers Act") and the rules thereunder.
f. The Subadviser shall vote proxies relating to the Portfolio's investment
securities in accordance with the Trust's proxy voting policies and
procedures, which provide that the Subadviser shall vote all proxies
relating to securities held by the Portfolio and, subject to the Trust's
policies and procedures, shall use proxy voting policies and procedures
adopted by the Subadviser in conformance with Rule 206(4)-6 under the
Investment Advisers Act. The Subadviser shall review its proxy voting
activities on a periodic basis with the Trustees.
3. COMPENSATION OF SUBADVISER
The Adviser will pay the Subadviser with respect to each Portfolio the
compensation specified in Appendix A to this Agreement.
4. LIABILITY OF SUBADVISER
Neither the Subadviser nor any of its directors, officers or employees
shall be liable to the Adviser or the Trust for any error of judgment or mistake
of law or for any loss suffered by the Adviser or Trust in connection with the
matters to which this Agreement relates except for losses resulting from willful
misfeasance, bad faith or gross negligence in the performance of, or from the
reckless disregard of, the duties of the Subadviser or any of its directors.
5. SUPPLEMENTAL ARRANGEMENTS
The Subadviser may enter into arrangements with other persons affiliated
with the Subadviser to better enable it to fulfill its obligations under this
Agreement for the provision of certain personnel and facilities to the
Subadviser.
6. CONFLICTS OF INTEREST
It is understood that trustees, officers, agents and shareholders of the
Trust are or may be interested in the Subadviser as trustees, officers, partners
or otherwise; that employees, agents and partners of the Subadviser are or may
be interested in the Trust as trustees, officers, shareholders or otherwise;
that the Subadviser 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 and the Limited Liability Company Agreement of
the Subadviser, respectively, or by specific provision of applicable law.
7. REGULATION
26
The Subadviser 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.
8. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective with respect to each Portfolio on the
later of (i) its execution and (ii) the date of the meeting of the Board of
Trustees of the Trust, at which meeting this Agreement is approved as described
below. 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 a majority
of the outstanding voting securities of each of the Portfolios, 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
Investment Company Act) of any party to this Agreement cast in person at a
meeting called for the purpose of voting on such approval. Any required
shareholder approval of the Agreement or of any continuance of the Agreement
shall be effective with respect to any Portfolio if a majority of the
outstanding voting securities of the series (as defined in Rule 18f-2(h) under
the Investment Company Act) of shares of that Portfolio 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 Portfolio affected by the Agreement or (b) all the
portfolios of the Trust.
If any required shareholder approval of this Agreement or any continuance
of the Agreement is not obtained, the Subadviser will continue to act as
investment subadviser with respect to such Portfolio pending the required
approval of the Agreement or its continuance or of a new contract with the
Subadviser or a different adviser or subadviser or other definitive action;
provided, that the compensation received by the Subadviser in respect of such
Portfolio during such period is in compliance with Rule 15a-4 under the
Investment Company Act.
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 Portfolio by
the vote of a majority of the outstanding voting securities of such Portfolio,
on sixty days' written notice to the Adviser and the Subadviser, or by the
Adviser or Subadviser on sixty days' written notice to the Trust and the other
party. This Agreement will automatically terminate, without the payment of any
penalty, in the event of its assignment (as defined in the Investment Company
Act) or in the event the Advisory Agreement between the Adviser and the Trust
terminates for any reason.
9. PROVISION OF CERTAIN INFORMATION BY SUBADVISER
The Subadviser will promptly notify the Adviser in writing of the
occurrence of any of the following events:
a. the Subadviser fails to be registered as an investment adviser under the
Investment Advisers Act or under the laws of any jurisdiction in which the
Subadviser is required to be registered as an investment adviser in order
to perform its obligations under this Agreement;
b. the Subadviser 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
c. any change in actual control or management of the Subadviser or the
portfolio manager of any Portfolio.
10. SERVICES TO OTHER CLIENTS
The Adviser understands, and has advised the Trust's Board of Trustees,
that the Subadviser now acts, or may in the future act, as an investment adviser
to fiduciary and other managed accounts and as investment adviser or subadviser
to other investment companies. Further, the Adviser understands, and has advised
the Trust's Board of Trustees that the Subadviser and its affiliates may give
advice and take action for its accounts, including investment companies, which
differs from advice given on the timing or nature of action taken for the
Portfolio. The Subadviser is not obligated to initiate transactions for a
Portfolio in any security which the Subadviser, its partners, affiliates or
employees may purchase or sell for their own accounts or other clients.
27
11. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS
As required by Rule 17a-10 under the Investment Company Act of 1940, the
Subadviser is prohibited from consulting with the entities listed below
concerning transactions for a Portfolio in securities or other assets:
1. other subadvisers to a Portfolio;
2. other subadvisers to a Trust portfolio;
3. other subadvisers to a portfolio under common control with the
Portfolio.
12. 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 Trustees of the Trust 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. Any required shareholder approval shall
be effective with respect to any Portfolio if a majority of the outstanding
voting securities of that Portfolio 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 Portfolio affected by the
amendment or (b) all the portfolios of the Trust.
13. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties.
14. HEADINGS
The headings in the sections of this Agreement are inserted for convenience
of reference only and shall not constitute a part hereof.
15. 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
applicable party 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 paragraph.
16. 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.
17. 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 Investment Company 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 Investment Company Act,
the latter shall control.
18. LIMITATION OF LIABILITY
The Agreement and Declaration of Trust, 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 the name " Xxxx
Xxxxxxx Funds II" refers to the Trustees under the Declaration collectively as
Trustees, but not as individuals or personally; and no Trustee, shareholder,
officer, employee or agent of the Trust shall be held to any personal liability,
nor shall resort be had to their private property, for the satisfaction of any
obligation or claim, in connection with the affairs of the Trust or any
28
portfolio thereof, but only the assets belonging to the Trust, or to the
particular Portfolio with respect to which such obligation or claim arose, shall
be liable.
19. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS
The Subadviser agrees to treat Trust portfolio holdings as confidential
information in accordance with the Trust's "Policy Regarding Disclosure of
Portfolio Holdings," as such policy may be amended from time to time, and to
prohibit its employees from trading on any such confidential information.
20. COMPLIANCE
Upon execution of this Agreement, the Subadviser shall provide the Adviser
with the Subadviser's written policies and procedures ("Compliance Policies") as
required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term
of this Agreement, the Subadviser shall promptly submit to the Adviser: (i) any
material changes to the Compliance Policies, (ii) notification of the
commencement of a regulatory examination of the Subadviser and documentation
describing the results of any such examination and of any periodic testing of
the Compliance Policies, and (iii) notification of any material compliance
matter that relates to the services provided by the Subadviser to the Trust
including but not limited to any material violation of the Compliance Policies
or of the Subadviser's code of ethics and/or related code. Throughout the term
of this Agreement, the Subadviser shall provide the Adviser with any
certifications, information and access to personnel and resources (including
those resources that will permit testing of the Compliance Policies by the
Adviser) that the Adviser may reasonably request to enable the Trust to comply
with Rule 38a-1 under the Investment Company Act.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
29
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 INVESTMENT MANAGEMENT SERVICES, LLC
By: /s/Xxxx X. Xxxxxx
-----------------
Xxxx X. Xxxxxx
Executive Vice President and Chief Financial Officer
SOVEREIGN ASSET MANAGEMENT LLC
By: /s/Xxxxx X. Xxxxxxx
-------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Administrative Officer
30
APPENDIX A
----------
Emerging Growth Fund
The Subadviser shall serve as investment subadviser for each Portfolio 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 such Portfolio at an annual rate as
follows (the "Subadviser Fee"):
Portfolio Aggregate Net Assets*
Emerging Growth Fund
*The term Aggregate Net Assets includes the net assets of a Portfolio of the
Trust. For purposes of determining Aggregate Net Assets and calculating the
Subadviser Fee, the net assets of the Portfolio are determined as of the close
of business on the previous business day of the 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 (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 the 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.
31
High Income Fund
----------------
The Subadviser shall serve as investment subadviser for each Portfolio 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 such Portfolio at an annual rate as
follows (the "Subadviser Fee"):
Between Between
First $150 million $500 million Excess Over
$150 million and $500 million and $2.5 billion $2.5 billion
of Aggregate of Aggregate of Aggregate of Aggregate
Portfolio Net Assets* Net Assets* Net Assets* Net Assets*
High Income Fund(1)
*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.
Trust Portfolio(s) Other Portfolio(s)
High Income Fund -- High Income 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 (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.
32
AMENDMENT TO SUBADVISORY AGREEMENT
X. XXXX PRICE ASSOCIATES, INC.
AMENDMENT made as of this 28th day of April, 2006 to the Subadvisory
Agreement dated October 17, 2005 (the "Agreement"), between Xxxx Xxxxxxx
Investment Management Services, LLC, (formerly, Manufacturers Securities
Services, LLC)., a Delaware limited liability company (the "Adviser"), and X.
Xxxx Price Associates, Inc., a Maryland corporation (the "Subadviser"). In
consideration of the mutual covenants contained herein, the parties agree as
follows:
1. CHANGE IN APPENDIX A
Section 3 of the Agreement, "Compensation of Subadviser", is hereby amended
to add to Appendix A the following portfolio:
Real Estate Equity Fund
2. SUBADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full force
and effect.
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.
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
X. XXXX PRICE ASSOCIATES, INC.
By: /s/Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
33
APPENDIX A
The Subadviser shall serve as investment subadviser for each Portfolio of
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
First $250 million Excess Over
$250 million and $500 million $500 million
of Aggregate of Aggregate of Aggregate
Portfolio Net Assets* Net Assets* Net Assets*
Real Estate Equity 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.
Trust Portfolio(s) Other Portfolio(s)
Real Estate Equity Fund -- Real Estate Equity 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 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.
34
Xxxx Xxxxxxx Funds II
AMENDMENT TO SUBADVISORY AGREEMENT
UBS GLOBAL ASSET MANAGEMENT
AMENDMENT made as of this 30 day of June, 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 UBS
Global Asset Management (Americas) 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
shall be deleted and replaced by the attached Appendix A.
2. EFFECTIVE DATE
This Amendment shall become effective with on 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.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
35
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/Xxxxx Xxxxx
--------------
Xxxxx Xxxxx, Executive Vice President
UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC.
By: /s/Xxxx Xxxxxxx
---------------
Name: Xxxx Xxxxxxx
Title: Managing Director
By: /s/Xxxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Secretary
36
APPENDIX A
----------
The Subadviser shall serve as investment subadviser for each Portfolio 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 such Portfolio at an annual rate as
follows (the "Subadviser Fee"):
First Excess Over
$500 million $500 million
of Aggregate of Aggregate
Portfolio Net Assets* Net Assets*
Global Allocation Fund
Between Between
$250 million $500 million
First and and Excess Over
$250 million $500 million $750 million $750 million
of Aggregate of Aggregate of Aggregate of Aggregate
Portfolio Net Assets* Net Assets* Net Assets* Net Assets*
Large Cap 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.
Trust Portfolio(s) Other Portfolio(s)
Global Allocation Fund -- Global Allocation Trust, a series of Xxxx Xxxxxxx
Trust
Large Cap Fund Large Cap 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 (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.
37
Xxxx Xxxxxxx Funds II
AMENDMENT TO SUBADVISORY AGREEMENT
UST Advisers, Inc.
AMENDMENT made as of this 1st day of October, 2006 to the Subadvisory
Agreement dated (the "Agreement") between Xxxx Xxxxxxx Investment Management
Services, LLC, a Delaware limited partnership (the "Adviser"), and United States
Trust Company of New York, on behalf of its Asset Management Division, a state
chartered bank and trust company and a member bank of the Federal Reserve System
("UST-NY") and U.S. Trust Company, National Association, on behalf of its Asset
Management Division, a national bank organized under the laws of the United
States ("UST-NA") which was assigned by UST-NY and UST-NA to UST Advisers, Inc
on December 16, 2005. In consideration of the mutual covenants contained herein,
the parties agree as follows:
1. CHANGE IN APPENDIX A
Section 3 of the Agreement, "Compensation of Subadviser," is hereby amended
and restated: d. to change the compensation of the Value & Restructuring Fund as
noted in Appendix A.
2. EFFECTIVE 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,
(ii) execution of the Amendment and (iii) October 1, 2006.
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/Xxxxx Xxxxx
--------------
Xxxxx Xxxxx, Executive Vice President
UST Advisers, Inc.
By: /s/Xxxxxx X. Xxxxxxx
--------------------
Xxxxxx X. Xxxxxxx
38
APPENDIX A
The Subadviser shall serve as investment subadviser for each Portfolio 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 such Portfolio at an annual rate as
follows (the "Subadviser Fee"):
First Between Excess Over $1
$500 Million of $500 Million Billion of
Aggregate Net and $1 Billion Aggregate Net
Assets* of Aggregate Net Assets*
Portfolio Assets*
Value & Restructuring 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.
Trust Portfolio(s) Other Portfolio(s)
Value & Restructuring Trust -- Value & Restructuring Fund, a series of
Xxxx Xxxxxxx Funds II
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 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.
39
Xxxx Xxxxxxx Funds II
AMENDMENT TO SUBADVISORY AGREEMENT
XXXXX CAPITAL MANAGEMENT, INCORPORATED
AMENDMENT made as of this 30th day of June, 2006 to the Subadvisory
Agreement dated April 29, 2005, as amended (the "Agreement"), between Xxxx
Xxxxxxx Investment Management Services, LLC, a Delaware limited liability
company (the "Adviser"), and Xxxxx Capital Management, Incorporated (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
shall be deleted and replaced by the attached Appendix A.
2. EFFECTIVE DATE
This Amendment shall become effective with on 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.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
40
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/Xxxxx Xxxxx
------------------------------
Xxxxx Xxxxx, Executive Vice President
XXXXX CAPITAL MANAGEMENT,
INCORPORATED
By: /s/Xxxxx Xxxxxx
------------------------------
Name: Xxxxx Xxxxxx
Title: Principal
41
APPENDIX A
----------
The Subadviser shall serve as investment subadviser for each Portfolio 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 such Portfolio at an annual rate as
follows (the "Subadviser Fee"):
Between
$200 million
First and Excess Over
$200 million $400 million $400 million
of Aggregate of Aggregate of Aggregate
Portfolio Net Assets* Net Assets* Net Assets*
Core Bond Fund
U.S. High Yield 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.
Trust Portfolio(s) Other Portfolio(s)
Core Bond Fund -- Core Bond Trust, a series of Xxxx Xxxxxxx Trust
U.S. High Yield Fund U.S. High Yield 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 (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.
42
