XXXX XXXXXXX FUNDS II
AMENDMENT TO SUBADVISORY AGREEMENT
WELLINGTON MANAGEMENT COMPANY, LLP
AMENDMENT made as of this ______ day of ___________________, 2007 to the
Subadvisory Agreement dated October 17, 2005 as amended (the "Agreement"),
between Xxxx Xxxxxxx Investment Management Services, LLC, a Delaware limited
liability company (the "Adviser"), and Wellington Management Company, LLP, a
Massachusetts limited liability 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 is
amended to add the Global Asset Allocation Fund.
2. EFFECTIVE DATE
This Amendment shall become effective with respect to the Global Asset
Allocation Fund on 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, or
(iii) immediately after the effective time of the resignation of the existing
subadviser to the Global Asset Allocation Fund.
(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:
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Name:
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Title:
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WELLINGTON MANAGEMENT COMPANY LLP
By:
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Name:
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Title:
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APPENDIX A
The Subadviser shall serve as investment subadviser for the following
portfolio (the "Portfolio") of Xxxx Xxxxxxx Funds II (the "Trust"). 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
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Global Asset Allocation Fund [_____%]
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 information 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 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, 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.
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