XXXX XXXXXXX FUNDS II
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT made this 2nd day of October, 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 ("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 add the advisory fees of the
following funds:
Index 500 Fund
Lifecycle 2010 Portfolio
Lifecycle 2015 Portfolio
Lifecycle 2020 Portfolio
Lifecycle 2025 Portfolio
Lifecycle 2030 Portfolio
Lifecycle 2035 Portfolio
Lifecycle 2040 Portfolio
Lifecycle 2045 Portfolio
Lifecycle 2050 Portfolio
Lifecycle Retirement Portfolio
2. EFFECTIVE DATE
This Amendment shall become effective with respect to each fund set forth
above (individually, a "Fund") 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) if applicable, the date of the meeting of
shareholders (or sole shareholder, if applicable) of the Fund called for the
purpose of voting on this Amendment, at which meeting this Amendment shall have
been approved by the vote of a majority of the outstanding voting securities (as
defined in the Investment Company Act of 1940, as amended) of the Fund.
XXXX XXXXXXX FUNDS II
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: President
XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx X. Xxxxx
Title: EVP, Investment Management Services
APPENDIX A
(500 Index Fund)
The Adviser shall serve as investment adviser for the Fund of the Trust
listed below. The Trust will pay the Adviser, as full compensation for all
services provided under this Agreement with respect to the Fund, the fee
computed separately for such Fund at an annual rate as follows (the "Adviser
Fee").
The term Aggregate Net Assets in the table below includes the net assets of
the Fund of the Trust. It also includes the net assets of one or more other
portfolios, but in each case only for the period during which the subadviser for
the Fund 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 Fund and each other fund 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 the Fund shall be based on the applicable annual fee
rate for the Fund 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 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 Fee Rate, and multiplying
this product by the net assets of the Fund. Fees shall be paid either by wire
transfer or check, as directed by the Adviser.
If, with respect to any Fund, 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.
First Excess over
$500 million of $500 million of
Aggregate Aggregate
Portfolio Net Assets Net Assets
Index 500 Fund
(Lifecycle Portfolios)
The Adviser shall serve as investment adviser for each Lifecycle Portfolio
listed below.
Lifecycle 2010 Portfolio
Lifecycle 2015 Portfolio
Lifecycle 2020 Portfolio
Lifecycle 2025 Portfolio
Lifecycle 2030 Portfolio
Lifecycle 2035 Portfolio
Lifecycle 2040 Portfolio
Lifecycle 2045 Portfolio
Lifecycle 2050 Portfolio
Lifecycle Retirement Portfolio
(collectively, the "Lifecycle Portfolios")
The Trust will pay the Adviser, as full compensation for all services
provided under this Agreement with respect to each Lifecycle Portfolio, a fee
computed separately for each Lifecycle Portfolio 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.
(a) The fee on Affiliated Fund Assets is stated as an annual percentage of
the current value of the aggregate net assets of all the Lifecycle Portfolios
determined in accordance with the following schedule and that rate is applied to
the Affiliated Fund Assets of each Lifecycle Portfolio.
Advisory Fee on Affiliated Fund Assets
Aggregate Net Assets of Lifecycle Portfolios
First Excess over
$7.5 billion $7.5 billion
(b) The fee on Other Assets is stated as an annual percentage of the
current value of the aggregate net assets of all the Lifecycle Portfolios
determined in accordance with the following schedule, and that rate is applied
to the Other Assets of each Lifecycle Portfolio.
Advisory Fee on Other Assets
Aggregate Net Assets of Lifecycle Portfolios
First Excess over
$7.5 billion $7.5 billion
With respect to each Lifecycle Portfolio, the term "Aggregate Net Assets of
Lifecycle Portfolios" in the schedules above include the net assets of the
particular Lifecycle Portfolio. These terms also includes the net assets of each
of the other Lifecycle Portfolios, but in each case only for the period during
which the subadviser for the particular Lifecycle Portfolio also serves as the
subadviser for the other Lifecycle Portfolios and only with respect to the net
assets of such other Lifecycle Portfolios that are managed by the subadviser.
For purposes of determining Aggregate Net Assets of Lifecycle Portfolios
and calculating the fee on Affiliated Fund Assets and the fee on Other Assets,
the net assets of each Lifecycle Portfolio, the net assets of each Lifecycle
Portfolio invested in Affiliated Funds and the net assets of each Lifecycle
Portfolio invested in 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 each Lifecycle Portfolio shall be
based on the applicable annual Affiliated Funds fee rate for the Lifecycle
Portfolios 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
Affiliated Funds to the applicable portions of Aggregate Net Assets of Lifecycle
Portfolios divided by (ii) Aggregate Net Assets of Lifecycle Portfolios (the
"Applicable Annual Affiliated Funds Fee Rate").
The fee on Other Assets for each Lifecycle Portfolio shall be based on the
applicable annual Other Assets fee rate for the Lifecycle Portfolios 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 Lifecycle Portfolios divided by (ii)
Aggregate Net Assets of Lifecycle Portfolios (the "Applicable Annual Other
Assets Fee Rate").
The fee on Affiliated Fund Assets for each Lifecycle 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 Affiliated Funds Fee Rate,
and multiplying this product by the Affiliated Fund Assets of the Lifecycle
Portfolio. Fees shall be paid either by wire transfer or check, as directed by
the Adviser.
The fee on Other Assets for each Lifecycle 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 Other Assets Fee Rate, and multiplying this
product by the Other Assets of the Lifecycle Portfolio. Fees shall be paid
either by wire transfer or check, as directed by the Adviser.
The daily Adviser Fee for each Lifecycle Portfolio shall be the sum of the
daily fee on Affiliated Fund Assets and the daily fee on Other Assets.
If, with respect to any Lifecycle Portfolio, 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.
