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
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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
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........
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 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.
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