XXXX XXXXXXX TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT made this 2nd day of October, 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
Appendix A to this Agreement is revised to amend and restate the advisory
fee for the Absolute Return Trust.
2. EFFECTIVE DATE
This Amendment shall become effective with respect to the Absolute Return
Trust (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 the Amendment by the
shareholder(s) of the Portfolio.
Xxxx Xxxxxxx Trust
By: /s/ Xxxxx Xxxxxxxxx
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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 the Absolute Return Trust.
The Trust will pay the Adviser, as full compensation for all services provided
under this Agreement with respect to the Absolute Return Trust, a fee computed
separately for the Absolute Return Trust 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 Trust, Xxxx Xxxxxxx Funds II and Xxxx Xxxxxxx Funds III excluding
the following Xxxx Xxxxxxx Trust funds: Money Market Trust B, 500 Index Trust B,
International Equity Index Trust B, Bond Index Trust B.
(a) 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 Trust and the
Absolute Return Fund, a series of Xxxx Xxxxxxx Funds II, (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
Trust.
ADVISORY FEE ON AFFILIATED FUND ASSETS
AGGREGATE NET ASSETS OF ABSOLUTE RETURN FUNDS
BETWEEN $200
FIRST MILLION AND EXCESS OVER
$200 MILLION $500 MILLION $500 MILLION
------------ ------------ ------------
(b) 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 Trust.
ADVISORY FEE ON OTHER ASSETS
AGGREGATE NET ASSETS OF ABSOLUTE RETURN FUNDS
BETWEEN $200
FIRST MILLION AND EXCESS OVER
$200 MILLION $500 MILLION $500 MILLION
------------ ------------ ------------
The term "Aggregate Net Assets of Absolute Return Funds" in the schedule
above includes the net assets of the Absolute Return Trust. The term also
includes the net assets of the Absolute Return Fund, but only for the period
during which the subadviser for the Absolute Return Trust also serves as the
subadviser for the Absolute Return Fund and only with respect to the net assets
of the Absolute Return Fund that are managed by the subadviser.
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For purposes of determining Aggregate Net Assets of the Absolute Return
Funds and calculating the fee on Affiliated Fund Assets and the fee on Other
Assets, the net assets of the Absolute Return Trust are determined as of the
close of business on the previous business day of the Trust and the net assets
of the Absolute Return Fund are determined as of the close of business on the
previous business day of Xxxx Xxxxxxx Funds II. Affiliated Fund Assets and Other
Assets are 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 Trust shall be
based on the applicable annual Affiliated Funds fee rate for the Absolute Return
Trust 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 Trust shall be based on the
applicable annual Other Assets fee rate for the Absolute Return Trust 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 Trust 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 Trust. Fees shall be paid either by wire transfer or check, as directed
by the Adviser.
The fee on Other Assets for the Absolute Return Trust 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 Trust. Fees shall be paid
either by wire transfer or check, as directed by the Adviser.
The daily Adviser Fee for the Absolute Return Trust 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 Trust, 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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