XXXX XXXXXXX FUNDS II
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT made this 28th day of April, 2006, to the Advisory Agreement
dated October 17, 2005 between Xxxx Xxxxxxx Funds II, a Massachusetts business
trust (the "Trust") and Xxxx Xxxxxxx Investment Management Services, LLC
(formerly, Manufacturers Securities Services, LLC), a Delaware limited liability
company ("MSS" or the "Adviser"). In consideration of the mutual covenants
contained herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Appendix A to this Agreement is revised to reflect changes to the advisory
fees of the
U.S. Government Securities Fund
Strategic Bond Fund
High Yield Fund
International Opportunities Fund
All Cap Growth Fund
Capital Appreciation Fund
Emerging Small Company Fund
as noted in the Amendment.
Appendix A to this Agreement is revised to add the advisory fees of the
following funds:
International Small Company Fund
Mid Cap Value Equity Fund
Absolute Return Fund
Real Estate Equity Fund
Global Real Estate Fund
High Income Fund
2. EFFECTIVE DATE
This Amendment shall become effective with respect to each fund set forth
above (individually, a "Fund") on the later of:
the date of its execution, approval by the Board of Trustees of the Trust of
this Amendment, and (iii) if applicable, the date of the meeting of shareholders
(or sole shareholder, if applicable) of the Fund called for the purpose of
voting on this Amendment, at which meeting this Amendment shall have been
approved by the vote of a majority of the outstanding voting securities (as
defined in the Investment Company Act of 1940, as amended) of the Fund.
Xxxx Xxxxxxx Funds II
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
President and Chief Executive Officer
XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC
By: Xxxx Xxxxxxx Life Insurance Company (U.S.A.), Managing Member
By: /s/ Xxxx X. Xxxxxx
------------------
Xxxx X. Xxxxxx
Executive Vice President and Chief Compliance Officerr.
A-1
APPENDIX A
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The Adviser shall serve as investment adviser for each Fund of the Trust listed
below. The Trust will pay the Adviser, as full compensation for all services
provided under this Agreement with respect to each Fund, the fee computed
separately for such Fund at an annual rate as follows (the "Adviser Fee").
The term Aggregate Net Assets in the chart below includes the net assets of
a Fund of the Trust. It also includes with respect to certain Funds as indicated
in the chart the net assets of one or more other portfolios, but in each case
only for the period during which the subadviser for the Fund also serves as the
subadviser for the other portfolio(s) and only with respect to the net assets of
such other portfolio(s) that are managed by the subadviser.
For purposes of determining Aggregate Net Assets and calculating the
Adviser Fee, the net assets of the Fund and each other fund 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 Adviser Fee for a Fund shall be based on the applicable annual fee rate
for the Fund 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 Adviser Fee for each Fund shall be
accrued and paid daily to the Adviser for each calendar day. 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 Fund. Fees shall be paid either by wire
transfer or check, as directed by the Adviser.
If, with respect to any Fund, 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.
Changes to the Advisory Fees of Existing Funds
First Excess Over
$500 million $500 million
of Aggregate of Aggregate
Portfolio Net Assets* Net Assets*
--------- ------------ ------------
U.S. Government Securities Fund(1)
Strategic Bond Fund(2)
High Yield Fund(3)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
U.S. Government Securities Trust, a series of Xxxx Xxxxxxx Trust, and the U.S.
Government Securities Fund, a series of Xxxx Xxxxxxx Funds II, are included.
(2) For purposes of determining Aggregate Net Assets, the net assets of: the
Strategic Bond Trust, a series of Xxxx Xxxxxxx Trust, and the Strategic Bond
Fund, a series of Xxxx Xxxxxxx Funds II, are included.
(3) For purposes of determining Aggregate Net Assets, the net assets of: the
High Yield Trust, a series of Xxxx Xxxxxxx Trust, and the High Yield Fund, a
series of Xxxx Xxxxxxx Funds II, are included.
A-2
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(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
International Opportunities Trust, a series of Xxxx Xxxxxxx Trust, and the
International Opportunities Fund, a series of Xxxx Xxxxxxx Funds II, are
included.
Between
First $500 million Excess Over
$500 million and $1 billion $1 billion
of Aggregate of Aggregate of Aggregate
Portfolio Net Assets Net Assets Net Assets
--------- ------------ ---------------- ------------
All Cap Growth Fund
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(1)
(1)For purposes of determining Aggregate Net Assets, the net assets of: the
Capital Appreciation Trust, a series of Xxxx Xxxxxxx Trust, and the Capital
Appreciation Fund, a series of Xxxx Xxxxxxx Funds II, are included.
First Excess Over
$500 million $500 million
of Aggregate of Aggregate
Portfolio Net Assets Net Assets
--------- ------------ ------------
Emerging Small Company Fund(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Emerging Small Company Trust, a series of Xxxx Xxxxxxx Trust, and the Emerging
Small Company Fund, a series of Xxxx Xxxxxxx Funds II, are included.
New Portfolios
First Excess Over
$100 million $100 million
of Aggregate of Aggregate
Portfolio Net Assets Net Assets
--------- ------------ ------------
International Small Company Fund(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
International Small Company Trust, a series of Xxxx Xxxxxxx Trust, and the
International Small Company Fund, a series of Xxxx Xxxxxxx Funds II, are
included.
Between Between
First $250 million $500 million Excess Over
$250 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
--------- ------------ ---------------- -------------- ------------
Mid Cap Value Equity Fund(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the Mid
Cap Value Equity Trust, a series of Xxxx Xxxxxxx Trust, and the Mid Cap Value
Equity Fund, a series of Xxxx Xxxxxxx Funds II, are included.
A-3
Between
First $200 million Excess Over
$200 million and $500 million $500 million
of Aggregate of Aggregate of Aggregate
Portfolio Net Assets Net Assets Net Assets
--------- ------------ ---------------- ------------
Absolute Return Fund(1)
(1)For purposes of determining Aggregate Net Assets, the net assets of: the
Absolute Return Trust, a series of Xxxx Xxxxxxx Trust, and the Absolute Return
Fund, a series of Xxxx Xxxxxxx Funds II, are included.
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 Fund(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Real Estate Trust, a series of Xxxx Xxxxxxx Trust, and the Real Estate Fund, a
series of Xxxx Xxxxxxx Funds II, are included.
Between
First $500 million Excess Over
$500 million and $750 million $750 million
of Aggregate of Aggregate of Aggregate
Portfolio Net Assets Net Assets Net Assets
--------- ------------ ---------------- ------------
Global Real Estate Fund(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Global Real Estate Trust, a series of Xxxx Xxxxxxx Trust, and the Global Real
Estate Fund, a series of Xxxx Xxxxxxx Funds II, are included.
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)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
High Income Trust, a series of Xxxx Xxxxxxx Trust, and the High Income Fund, a
series of Xxxx Xxxxxxx Funds II, are included.
A-4
