XXXX XXXXXXX TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT made this 19th day of December, 2006, 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
The advisory fees for the Strategic Opportunities Trust and the Large Cap
Trust (the "Portfolios") are revised as set forth in Appendix A.
2. EFFECTIVE DATE
This Amendment shall become effective with respect to each Portfolio
on the later of:
(i) the date of its execution and (ii) approval by the Board of Trustees of the
Trust of this Amendment with respect to a Portfolio.
Xxxx Xxxxxxx Trust
By: /s/ Xxxxx Xxxxxxxxx
--------------------------
Xxxxx Xxxxxxxxx, President
Xxxx Xxxxxxx Investment Management Services, LLC
By: /s/ Xxxxx Xxxxx
-------------------------------------
Xxxxx Xxxxx, Executive Vice President
APPENDIX A
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 the 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 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 portfolio 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 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.
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BETWEEN BETWEEN
$250 MILLION $500 MILLION
FIRST AND AND EXCESS OVER
$250 MILLION $500 MILLION $750 MILLION $750 MILLION
OF AGGREGATE OF AGGREGATE OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS* NET ASSETS* NET ASSETS* NET ASSETS*
--------- ------------ ------------ ------------ ------------
Large Cap Trust
* Aggregate Net Assets include the net assets of the Large Cap Trust and the
Strategic Opportunities Trust, each a series of Xxxx Xxxxxxx Trust, and the
Large Cap Fund, a series of Xxxx Xxxxxxx Funds II.
BETWEEN BETWEEN
$250 MILLION $500 MILLION
FIRST AND AND EXCESS OVER
$250 MILLION $500 MILLION $750 MILLION $750 MILLION
OF AGGREGATE OF AGGREGATE OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS* NET ASSETS* NET ASSETS* NET ASSETS*
--------- ------------ ------------ ------------ ------------
Strategic
Opportunities
Trust
* Aggregate Net Assets include the net assets of the Large Cap Trust and the
Strategic Opportunities Trust, each a series of Xxxx Xxxxxxx Trust, and the
Large Cap Fund, a series of Xxxx Xxxxxxx Funds II.
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