XXXX XXXXXXX TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT (the "Amendment") made this 26th day of December, 2007, 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 is revised to add the advisory fee for the following portfolios:
Floating Rate Income Trust
Global Asset Allocation Trust
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
(the "Portfolios"):
2. EFFECTIVE DATE
The Amendment shall become effective with respect to the Portfolios on
the later of:
(i) the date of its execution and (ii) approval by the Board of Trustees of the
Trust of the Amendment.
Xxxx Xxxxxxx Trust
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------
President
Xxxx Xxxxxxx Investment Management Services, LLC
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Executive Vice President
APPENDIX A
FLOATING RATE INCOME TRUST
GLOBAL ASSET ALLOCATION TRUST
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 such 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 with respect to certain Portfolios 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 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 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 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.
ALL AGGREGATE
PORTFOLIO NET ASSETS*
--------- -------------
Floating Rate Income 0.700%
* Aggregate Net Assets include the net assets of the Floating Rate Bond
Trust, a series of Xxxx Xxxxxxx Trust, and the Floating Rate Bond Fund, a
series of Xxxx Xxxxxxx Funds II.
FIRST EXCESS OVER
$500 MILLION $500 MILLION
OF AGGREGATE OF AGGREGATE
TRUST NET ASSETS* NET ASSETS*
----- ------------ ------------
Global Asset Allocation Trust 0.915% 0.865%
* Aggregate Net Assets include the net assets of the Global Asset Allocation
Trust, a series of Xxxx Xxxxxxx Trust, and the Global Asset Allocation
Fund, a series of Xxxx Xxxxxxx Funds II.
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LIFECYCLE PORTFOLIOS
The Adviser shall serve as investment adviser for each 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 Portfolio")
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 Trust, Xxxx Xxxxxxx Funds II and Xxxx Xxxxxxx Funds III excluding
the following 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 all the Lifecycle Portfolios
and all the Lifecycle Funds of Xxxx Xxxxxxx Funds II (as listed below)
determined in accordance with the following schedule and that rate is applied to
the Affiliated Fund Assets of each Lifecycle Portfolio.
The Lifecycle Funds of Xxxx Xxxxxxx Funds II are as follows: 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 (the "JHF II Lifecycle Funds").
The Lifecycle Portfolios and JHF II Lifecycle Funds are collectively referred to
as the "Lifecycle Trusts."
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ADVISORY FEE ON AFFILIATED FUND ASSETS
AGGREGATE NET ASSETS OF LIFECYCLE TRUSTS
FIRST EXCESS OVER
$7.5 BILLION $7.5 BILLION
------------ ------------
0.060% 0.050%
(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 Trusts 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 TRUSTS
FIRST EXCESS OVER
$7.5 BILLION $7.5 BILLION
------------ ------------
0.510% 0.500%
With respect to each Lifecycle Portfolio, the term "Aggregate Net Assets of
Lifecycle Trusts" 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 Trusts, but in each case only for the period during which
the subadviser for the particular Lifecycle Trust also serves as the subadviser
for the other Lifecycle Trusts and only with respect to the net assets of such
other Lifecycle Trusts that are managed by the subadviser.
For purposes of determining Aggregate Net Assets of Lifecycle Trusts and
calculating the fee on Affiliated Fund Assets and the fee on Other Assets, the
net assets of each Lifecycle Trust, 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
Trusts 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
Trusts divided by (ii) Aggregate Net Assets of Lifecycle Trusts (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 Trusts 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 Trusts divided by (ii) Aggregate
Net Assets of Lifecycle Trusts (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
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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.
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