XXXX XXXXXXX TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT (the "Amendment") made this 28th day of April, 2008, to the
Amended and Restated Advisory Agreement dated January 1, 1996, as amended and
restated May 1, 1999, as amended, between Xxxx Xxxxxxx Trust, 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 is revised to add the advisory fee for the following portfolios:
Growth Equity Trust
Disciplined Diversification Trust
Capital Appreciation Value Trust
(the "Portfolios"):
2. EFFECTIVE DATE
The Amendment shall become effective with respect to the Portfolios on
the later of:
(i) the date of its execution and (ii) approval by the Board of Trustees of the
Trust of the Amendment.
Xxxx Xxxxxxx Trust
By:
---------------------------------
President
Xxxx Xxxxxxx Investment Management Services, LLC
By:
---------------------------------
Executive Vice President
APPENDIX A
GROWTH EQUITY TRUST
DISCIPLINED DIVERSIFICATION TRUST
CAPITAL APPRECIATION VALUE TRUST
The Adviser shall serve as investment adviser for each Portfolio 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 Portfolio, the fee
computed separately for such Portfolio at an annual rate as follows (the
"Adviser Fee").
The term Aggregate Net Assets in the chart below includes the net assets of
a Portfolio of the Trust. It also includes with respect to certain Portfolios 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 Portfolio 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 Portfolio 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 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 Adviser Fee for each 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 Fee Rate, and multiplying
this product by the net assets of the Portfolio. Fees shall be paid either by
wire transfer or check, as directed by the Adviser.
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 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.
GROWTH EQUITY TRUST
FIRST $3 BILLION BETWEEN $3 BILLION
OF AGGREGATE AND $6 BILLION OF EXCESS OVER $6 BILLION
PORTFOLIO NET ASSETS* AGGREGATE NET ASSETS* OF AGGREGATE NET ASSETS*
--------- ---------------- --------------------- ------------------------
Growth Equity Trust 0.750% 0.725% 0.700%
* Aggregate Net Assets include the net assets of the Growth Equity Trust, a
series of Xxxx Xxxxxxx Trust, and the Rainer Growth Fund, a series of Xxxx
Xxxxxxx Funds III.
DISCIPLINED DIVERSIFICATION TRUST
A-1
FIRST $100 MILLION NEXT $900 MILLION OVER $1 BILLION
PORTFOLIO OF NET ASSETS* OF NET ASSETS* OF NET ASSETS*
--------- ------------------ ----------------- ---------------
Disciplined Diversification Trust 0.80% 0.70% 0.65%
CAPITAL APPRECIATION VALUE TRUST
[If net assets are less than $250 million, the following fee schedule shall
apply:
FIRST $250 MILLION OF EXCESS OVER $250 MILLION OF
PORTFOLIO NET ASSETS NET ASSETS
--------- --------------------- ---------------------------
Capital Appreciation Value Trust 0.950% 0.850%
If net assets equal or exceed $250 million but are less than $2 billion, the
following fee schedule shall apply:
FIRST $1 BILLION OF EXCESS OVER $1 BILLION OF
PORTFOLIO NET ASSETS NET ASSETS
--------- ------------------- -------------------------
Capital Appreciation Value Trust 0.850% 0.800%
If net assets equal or exceed $2 billion but are less than $3 billion, the
following fee schedule shall apply:
FIRST $500 MILLION OF EXCESS OVER $500 MILLION
PORTFOLIO NET ASSETS OF NET ASSETS
--------- --------------------- ------------------------
Capital Appreciation Value Trust 0.850% 0.800%
If net assets equal or exceed $3 billion, the following fee schedule shall
apply:
PORTFOLIO ALL ASSET LEVELS
--------- ----------------
Capital Appreciation Value Trust 0.800%
A-2