AMENDMENT TO SUBADVISORY AGREEMENT
XXXXXXX CAPITAL MANAGEMENT, LLC
AMENDMENT made as of this 28th day of April, 2006 to the Subadvisory
Agreement dated October 17, 2005, as amended (the "Agreement"), between Xxxx
Xxxxxxx Investment Management Services, LLC, (formerly, Manufacturers Securities
Services, LLC)., a Delaware limited liability company (the "Adviser"), and
Xxxxxxx Capital Management, LLC, a Delaware limited liability company (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. SUBADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full force
and effect.
2. EFFECTIVE DATE
This Amendment shall become effective on the later to occur of (i) approval
of this amendment by the Trustees of the Xxxx Xxxxxxx Funds II and (ii) the date
of its execution.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
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/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
Executive Vice President and Chief Financial Officer
XXXXXXX CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: President
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APPENDIX A
The Subadviser shall serve as investment subadviser for each Portfolio of
Xxxx Xxxxxxx Funds II (the "Trust") listed below. The Adviser will pay the
Subadviser, 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 "Subadviser Fee"):
Between
First $750 million Excess Over
$750 million and $1.5 billion $1.5 billion
of Aggregate of Aggregate of Aggregate
Portfolio Net Assets* Net Assets* Net Assets*
International Opportunities Fund
*The term Aggregate Net Assets for a given day includes the net assets of a
Portfolio of the Trust. It also includes the net assets of one or more other
portfolios of the Trust or other trusts as indicated below, 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). For purposes of determining Aggregate
Net Assets and calculating the Subadviser Fee for a given day, the net assets of
the Portfolio and each other portfolio of the Trust are determined by the
Custodian 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 or trust are determined
as of the close of business on the previous business day of that fund or trust.
This Appendix A is deemed to amend the fee schedules for the other
portfolios to the extent that it is inconsistent with such schedules.
Trust Portfolio(s) Other Portfolio(s)
International Opportunities Fund -- International Opportunities Trust, a series of Xxxx Xxxxxxx Trust
The Subadviser Fee for each Portfolio shall be accrued for each calendar
day by the Custodian, and the sum of the daily fee accruals shall be paid
monthly to the Subadviser within 30 calendar days of the end of each month. The
daily Subadviser Fee accruals shall be based in part on the applicable annual
fee rate for the Portfolio/s ("Applicable Annual Fee Rate"), which may vary from
day to day depending on the amount of Aggregate Net Assets. The Applicable
Annual Fee Rate on a given day is a blended rate that is calculated by (i)
multiplying each rate in the table above by the relevant portion of the
Aggregate Net Assets; (ii) adding together the resulting amounts; and (iii)
dividing the sum of those amounts by the Aggregate Net Assets. The daily fee
accruals will be computed by the Custodian 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 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. The Adviser shall provide Subadviser with such information as
Subadviser may reasonably request supporting the calculation of the fees paid to
it hereunder. Fees shall be paid either by wire transfer or check, as directed
by Subadviser.
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If, with respect to any Portfolio, the applicable 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, 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.
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