XXXX XXXXXXX FUNDS III
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT made this 29th day of December, 2006, to the Advisory Agreement
dated September 21, 2005, as amended, between Xxxx Xxxxxxx Funds III, a
Massachusetts business trust (the "Trust"), and Xxxx Xxxxxxx Investment
Management Services, LLC, a Delaware limited liability company ("JHIMS" 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 add the advisory fees of the
following fund:
International Allocation Portfolio
Xxxx Xxxxxxx Classic Value Mega Cap Fund
Xxxx Xxxxxxx Global Shareholder Yield Fund
2. EFFECTIVE DATE
This Amendment shall become effective with respect to the fund set forth
above (the "Fund") on the later of:
(i) the date of its execution, (ii) 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 III
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Treasurer
XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Executive Vice President
Appendix A
(Xxxx Xxxxxxx Global Shareholder Yield Fund)
(Xxxx Xxxxxxx Classic Value Mega Cap Fund)
Between $500 million and Over $1 billion of Net
First $500 million of $1 billion of Net Assets Assets
Portfolio Net Assets
Xxxx Xxxxxxx Global
Shareholder Yield Fund
Between $2.5 billion and Over $5 billion of Net
First $2.5 billion of $5 billion of Net Assets Assets
Portfolio Net Assets
Xxxx Xxxxxxx Classic
Value Mega Cap Fund
The subadvisory fee for each Fund shall be paid daily to the Adviser. The
daily fee 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 Fund
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, with respect to any Fund, this Agreement becomes effective or
terminates, or if the manner of determining the subadvisory fee 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.
(International Allocation Portfolio)
The Adviser shall serve as investment adviser for the International Allocation
Portfolio.
The Trust will pay the Adviser, as full compensation for all services provided
under this Agreement with respect to the Fund, a fee as follows (the "Adviser
Fee").
The Adviser Fee has two components: (a) a fee on assets invested in funds of
Xxxx Xxxxxxx Funds II and Xxxx Xxxxxxx Funds III ("Fund Assets") and (b) a fee
on assets not invested in Fund Assets ("Other Assets").
The fee on Fund Assets is stated as an annual percentage of the current value of
the net assets of the International Allocation Portfolio determined in
accordance with the following schedule and that rate is applied to the Fund
Assets of the International Allocation Portfolio.
Fee Table for Fund Assets
First Excess over
$500 million $500 million
Net Assets of International Allocation
Portfolio
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The fee on Other Assets is stated as an annual percentage of the current value
of the net assets of the International Allocation Portfolio determined in
accordance with the following schedule and that rate is applied to the Other
Assets of International Allocation Portfolio.
Fee Table for Other Assets
First Excess over
$500 million $500 million
Net Assets of International Allocation
Portfolio
For purposes of determining Net Assets of the International Allocation
Portfolio and calculating the fee on Fund Assets and the fee on Other Assets,
the net assets of the International Allocation Portfolio, the net assets of the
International Allocation Portfolio invested in Funds Assets and the net assets
of the International Allocation Portfolio invested in Other Assets are
determined as of the close of business on the previous business day of the
Trust.
The fee on Fund Assets for the International Allocation Portfolio shall be
based on the applicable annual Fund Assets fee rate for the International
Allocation Portfolio which for each day shall be equal to (i) the sum of the
amounts determined by applying the annual percentage rates in the Fee Table for
Funds Assets to the applicable portion of Net Assets of International Allocation
Portfolio divided by (ii) Net Assets of International Allocation Portfolio (the
"Applicable Annual Affiliated Funds Fee Rate").
The fee on Other Assets for the International Allocation Portfolio shall be
based on the applicable annual Other Assets fee rate for the International
Allocation Portfolio which for each day shall be equal to (i) the sum of the
amounts determined by applying the annual percentage rates in the Fee Table for
Other Assets to the applicable portions of Net Assets of International
Allocation Portfolio divided by (ii) Net Assets of International Allocation
Portfolio (the "Applicable Annual Other Assets Fee Rate").
The fee on Fund Assets for each International Allocation Portfolio 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 Affiliated Funds Fee Rate,
and multiplying this product by the Fund Assets of the International Allocation
Portfolio. Fees shall be paid either by wire transfer or check, as directed by
the Adviser.
The fee on Other Assets for the International Allocation Portfolio 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 Other Assets Fee Rate, and
multiplying this product by the Other Assets of the International Allocation
Portfolio. Fees shall be paid either by wire transfer or check, as directed by
the Adviser.
The daily Adviser Fee for each International Allocation Portfolio shall be
the sum of the daily fee on Fund Assets and the daily fee on Other Assets.
If, with respect to the International Allocation Portfolio, this Agreement
becomes effective or terminates, or if the manner of determining the Applicable
Annual Funds Fee Rate or the Applicable Annual Other Assets 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.
A-2
