XXXX XXXXXXX FUNDS II
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT made this ___ day of _____, 2006, to the Advisory Agreement dated
October 17, 2005, as amended, between Xxxx Xxxxxxx Funds II, a Massachusetts
business trust (the "Trust") and Xxxx Xxxxxxx Investment Management Services,
LLC, a Delaware limited liability company (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 amend and restate the advisory
fee for the Absolute Return Fund.
2. EFFECTIVE DATE
This Amendment shall become effective with respect to the Absolute Return
Fund (the "Portfolio") 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) approval of this Amendment by the
shareholder(s) of the Portfolio.
Xxxx Xxxxxxx Funds II
By:
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Name:
Title:
XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC
By:
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Name:
Title:
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APPENDIX A
The Adviser shall serve as investment adviser for the Absolute Return Fund.
The Trust will pay the Adviser, as full compensation for all services provided
under this Agreement with respect to the Absolute Return Fund, a fee computed
separately for the Absolute Return Fund as follows (the "Adviser Fee").
The Adviser Fee has two components: (a) a fee on net assets invested in
Affiliated Funds ("Affiliated Fund Assets") and (b) a fee on net assets not
invested in Affiliated Funds ("Other Assets"). Affiliated Funds are any fund of
Xxxx Xxxxxxx Funds II and Xxxx Xxxxxxx Funds III.
The fee on Affiliated Fund Assets is stated as an annual percentage of the
current value of the aggregate net assets of the Absolute Return Fund and the
Absolute Return Trust, a series of Xxxx Xxxxxxx Trust (collectively, the
"Absolute Return Funds") determined in accordance with the following schedule
and that rate is applied to the Affiliated Fund Assets of the Absolute Return
Fund.
Advisory Fee on Affiliated Fund Assets
Aggregate Net Assets of Absolute Return Funds
Between $200
First million and Excess over $500
$200 million $500 million million
The fee on Other Assets is stated as an annual percentage of the current value
of the aggregate net assets of the Absolute Return Funds determined in
accordance with the following schedule and that rate is applied to the Other
Assets of the Absolute Return Fund.
Advisory Fee on Other Assets
Aggregate Net Assets of Absolute Return Funds
Between $200
First million and Excess over $500
$200 million $500 million million
The term "Aggregate Net Assets of Absolute Return Funds" in the schedule
above includes the net assets of the Absolute Return Fund. The term also
includes the net assets of the Absolute Return Trust, but only for the period
during which the subadviser for the Absolute Return Fund also serves as the
subadviser for the Absolute Return Trust and only with respect to the net assets
of the Absolute Return Trust that are managed by the subadviser.
For purposes of determining Aggregate Net Assets of Absolute Return Funds
and calculating the fee on Affiliated Fund Assets and the fee on Other Assets,
the net assets of the Absolute Return Fund are determined as of the close of
business on the previous business day of the Trust and the net assets of the
Absolute Return Trust are determined as of the close of business on the previous
business day of Xxxx Xxxxxxx Trust. Affiliated Fund Assets and Other Assets are
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determined as of the close of business on the previous business day of the
Trust.
The fee on Affiliated Fund Assets for the Absolute Return Fund shall be
based on the applicable annual Affiliated Funds fee rate for the Absolute Return
Fund which for each day shall be equal to (i) the sum of the amounts determined
by applying the annual percentage rates in the Affiliated Funds Fee Table to the
applicable portions of Aggregate Net Assets of Absolute Return Funds divided by
(ii) Aggregate Net Assets of Absolute Return Funds (the "Applicable Annual
Affiliated Funds Fee Rate").
The fee on Other Assets for the Absolute Return Fund shall be based on the
applicable annual Other Assets fee rate for the Absolute Return Fund 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 Aggregate Net Assets of Absolute Return Funds divided by (ii)
Aggregate Net Assets of Absolute Return Funds (the "Applicable Annual Other
Assets Fee Rate").
The fee on Affiliated Fund Assets for the Absolute Return 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 Affiliated Funds Fee Rate,
and multiplying this product by the Affiliated Fund Assets of the Absolute
Return Fund. Fees shall be paid either by wire transfer or check, as directed by
the Adviser.
The fee on Other Assets for the Absolute Return 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 Other Assets Fee Rate, and multiplying this
product by the Other Assets of the Absolute Return Fund. Fees shall be paid
either by wire transfer or check, as directed by the Adviser.
The daily Adviser Fee for the Absolute Return Fund shall be the sum of the
daily fee on Affiliated Fund Assets and the daily fee on Other Assets.
If, with respect to the Absolute Return Fund, this Agreement becomes
effective or terminates, or if the manner of determining the Applicable Annual
Affiliated 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.
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