SUB-ITEM 77Q1(e)
Advisory Agreement
1. Amendment relating to the U.S. Government Securities Fund, Strategic Bond
Fund, High Yield Fund, International Opportunities Fund, All Cap Growth Fund,
Capital Appreciation Fund, Emerging Small Company Fund, International Small
Company Fund, Mid Cap Value Equity Fund, Absolute Return Fund, Real Estate
Equity Fund, Global Real Estate Fund and the High Income Fund
2. Amendment relating to the Core Bond Fund, Dynamic Growth Fund, Large Cap
Fund, Large Cap Value Fund, Mid Cap Core Fund, Special Value Fund, Utilities
Fund, Value & Restructuring Fund and the Vista Fund.
3. Form of Amendment relating to the Absolute Return Fund
XXXX XXXXXXX FUNDS II
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT made this 28th day of April, 2006, to the Advisory Agreement
dated October 17, 2005 between Xxxx Xxxxxxx Funds II, a Massachusetts business
trust (the "Trust") and Xxxx Xxxxxxx Investment Management Services, LLC
(formerly, Manufacturers Securities Services, LLC), a Delaware limited liability
company ("MSS" 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 reflect changes to the advisory
fees of the
U.S. Government Securities Fund
Strategic Bond Fund
High Yield Fund
International Opportunities Fund
All Cap Growth Fund
Capital Appreciation Fund
Emerging Small Company Fund
as noted in the Amendment.
Appendix A to this Agreement is revised to add the advisory fees of the
following funds:
International Small Company Fund
Mid Cap Value Equity Fund
Absolute Return Fund
Real Estate Equity Fund
Global Real Estate Fund
High Income Fund
2. EFFECTIVE DATE
This Amendment shall become effective with respect to each fund set forth
above (individually, a "Fund") on the later of:
the date of its execution, 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 X. Xxxxxxxxx
----------------------
Xxxxx X. Xxxxxxxxx
President and Chief Executive Officer
XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC
By: Xxxx Xxxxxxx Life Insurance Company (U.S.A.), Managing Member
By: /s/ Xxxx X. Xxxxxx
------------------
Xxxx X. Xxxxxx
Executive Vice President and Chief Compliance Officer.
2
APPENDIX A
The Adviser shall serve as investment adviser for each 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 each Fund, the fee computed
separately for such Fund at an annual rate as follows (the "Adviser Fee").
The term Aggregate Net Assets in the chart below includes the net assets of
a Fund of the Trust. It also includes with respect to certain Funds 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 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 a 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.
Changes to the Advisory Fees of Existing Funds
First Excess Over
$500 million $500 million
of Aggregate of Aggregate
Portfolio Net Assets* Net Assets*
U.S. Government Securities Fund(1)
Strategic Bond Fund(2)
High Yield Fund(3)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
U.S. Government Securities Trust, a series of Xxxx Xxxxxxx Trust, and the U.S.
Government Securities Fund, a series of Xxxx Xxxxxxx Funds II, are included.
(2) For purposes of determining Aggregate Net Assets, the net assets of: the
Strategic Bond Trust, a series of Xxxx Xxxxxxx Trust, and the Strategic Bond
Fund, a series of Xxxx Xxxxxxx Funds II, are included.
(3) For purposes of determining Aggregate Net Assets, the net assets of: the
High Yield Trust, a series of Xxxx Xxxxxxx Trust, and the High Yield Fund, a
series of Xxxx Xxxxxxx Funds II, are included.
3
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(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
International Opportunities Trust, a series of Xxxx Xxxxxxx Trust, and the
International Opportunities Fund, a series of Xxxx Xxxxxxx Funds II, are
included.
Between
First $500 million Excess Over
$500 million and $1 billion $1 billion
of Aggregate of Aggregate of Aggregate
Portfolio Net Assets Net Assets Net Assets
All Cap Growth Fund
Between Between
First $300 million $500 million Excess Over
$300 million and $500 million and $1 billion $1 billion
of Aggregate of Aggregate of Aggregate of Aggregate
Portfolio Net Assets Net Assets Net Assets Net Assets
Capital Appreciation Fund(1)
(1)For purposes of determining Aggregate Net Assets, the net assets of: the
Capital Appreciation Trust, a series of Xxxx Xxxxxxx Trust, and the Capital
Appreciation Fund, a series of Xxxx Xxxxxxx Funds II, are included.
First Excess Over
$500 million $500 million
of Aggregate of Aggregate
Portfolio Net Assets Net Assets
Emerging Small Company Fund(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Emerging Small Company Trust, a series of Xxxx Xxxxxxx Trust, and the Emerging
Small Company Fund, a series of Xxxx Xxxxxxx Funds II, are included.
New Portfolios
First Excess Over
$100 million $100 million
of Aggregate of Aggregate
Portfolio Net Assets Net Assets
International Small Company Fund(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
International Small Company Trust, a series of Xxxx Xxxxxxx Trust, and the
International Small Company Fund, a series of Xxxx Xxxxxxx Funds II, are
included.
Between Between
First $250 million $500 million Excess Over
$250 million and $500 million and $1 billion $1 billion
of Aggregate of Aggregate of Aggregate of Aggregate
Portfolio Net Assets Net Assets Net Assets Net Assets
Mid Cap Value Equity Fund(1)
4
(1) For purposes of determining Aggregate Net Assets, the net assets of: the Mid
Cap Value Equity Trust, a series of Xxxx Xxxxxxx Trust, and the Mid Cap Value
Equity Fund, a series of Xxxx Xxxxxxx Funds II, are included.
Between
First $200 million Excess Over
$200 million and $500 million $500 million
of Aggregate of Aggregate of Aggregate
Portfolio Net Assets Net Assets Net Assets
Absolute Return Fund(1)
(1)For purposes of determining Aggregate Net Assets, the net assets of: the
Absolute Return Trust, a series of Xxxx Xxxxxxx Trust, and the Absolute Return
Fund, a series of Xxxx Xxxxxxx Funds II, are included.
Between
First $250 million Excess Over
$250 million and $500 million $500 million
of Aggregate of Aggregate of Aggregate
Portfolio Net Assets Net Assets Net Assets
Real Estate Fund(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Real Estate Trust, a series of Xxxx Xxxxxxx Trust, and the Real Estate Fund, a
series of Xxxx Xxxxxxx Funds II, are included.
Between
First $500 million Excess Over
$500 million and $750 million $750 million
of Aggregate of Aggregate of Aggregate
Portfolio Net Assets Net Assets Net Assets
Global Real Estate Fund(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Global Real Estate Trust, a series of Xxxx Xxxxxxx Trust, and the Global Real
Estate Fund, a series of Xxxx Xxxxxxx Funds II, are included.
Between Between
First $150 million $500 million Excess Over
$150 million and $500 million and $2.5 billion $2.5 billion
of Aggregate of Aggregate of Aggregate of Aggregate
Portfolio Net Assets Net Assets Net Assets Net Assets
High Income Fund(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
High Income Trust, a series of Xxxx Xxxxxxx Trust, and the High Income Fund, a
series of Xxxx Xxxxxxx Funds II, are included.
5
XXXX XXXXXXX FUNDS II
AMENDMENT TO ADVISORY AGREEMENT
AMENDMENT made this 30th day of June, 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 (formerly, Manufacturers Securities 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 reflect changes to the advisory
fees of the
Core Bond
Dynamic Growth
Large Cap
Large Cap Value
Mid Cap Core
Special Value
Utilities
Value & Restructuring
Vista
as noted in the Amendment.
2. EFFECTIVE DATE
This Amendment shall become effective with respect to each fund set forth
above (except the Value & Restructuring Fund) (individually, the "Fund") on the
later of:
(i) the date of its execution and (ii) approval by the Board of Trustees of the
Trust of this Amendment.
This Amendment shall become effective with respect to the Value &
Restructuring Fund on the later of: (i) the date of its execution, (ii) October
1, 2006 and (iii) approval by the Board of Trustees of the Trust of this
Amendment.
Xxxx Xxxxxxx Funds II
By: /s/ Xxxxx Xxxxxxxxx
-------------------
Xxxxx Xxxxxxxxx, President
Xxxx Xxxxxxx Investment Management Services, LLC
By: /s/ Xxxxx Xxxxx
---------------
Xxxxx Xxxxx, Executive Vice President
6
Appendix A
The Adviser shall serve as investment adviser for each 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 each Fund, the fee
computed separately for such Fund at an annual rate as follows (the "Adviser
Fee").
The term Aggregate Net Assets in the chart below includes the net assets of
a Fund of the Trust. It also includes with respect to certain Funds 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 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 a 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.
Changes to the Advisory Fees of Existing Portfolios
Between
First $200 million
$200 million and Excess Over
of $400 million of $400 million of
Aggregate Aggregate Net Aggregate Net
Portfolio Net Assets Assets Assets
Core Bond(1)..........................
(1)For purposes of determining Aggregate Net Assets, the net assets of the Core
Bond Trust, a series of Xxxx Xxxxxxx Trust, and the Core Bond Fund, a series of
Xxxx Xxxxxxx Funds II, are included.
Between Between
First $250 million $500 million
$250 million and and Excess Over
of $500 million of $1 billion of $1 billion of
Aggregate Aggregate Net Aggregate Net Aggregate
Portfolio Net Assets Assets Assets Net Assets
Dynamic Growth(1).....................
(1)For purposes of determining Aggregate Net Assets, the net assets of the
Dynamic Growth Trust, a series of Xxxx Xxxxxxx Trust, and the Dynamic Growths
Fund, a series of Xxxx Xxxxxxx Funds II, are included.
7
Between Between
$250 million $500 million
First and and
$250 million of $500 million of $750 million of Excess Over
Aggregate Net Aggregate Net Aggregate Net $750 million of
Portfolio Assets Assets Assets Aggregate Net Assets
Large Cap(1)..........................
(1)For purposes of determining Aggregate Net Assets, the net assets of the Large
Cap Trust, a series of Xxxx Xxxxxxx Trust, and the Large Cap Fund, a series of
Xxxx Xxxxxxx Funds II, are included.
Between
$500 million
First and Excess Over
$500 million $1 billion of $1 billion of
of Aggregate Aggregate Net Aggregate Net
Portfolio Net Assets Assets Assets
Large Cap Value(1)..................................
(1)For purposes of determining Aggregate Net Assets, the net assets of the Large
Cap Value Trust, a series of Xxxx Xxxxxxx Trust, and the Large Cap Value Fund, a
series of Xxxx Xxxxxxx Funds II, are included.
First Excess Over
Portfolio $500 million $500 million
Mid Cap Core........................................
Portfolio All Asset Levels
Special Value.......................................
Between Between
First $600 million $900 million Excess Over
$600 million and and $1.5 billion
of $900 million of $1.5 billion of of
Aggregate Aggregate Net Aggregate Net Aggregate
Portfolio Net Assets Assets Assets Net Assets
Utilities(1)..........................
(1)For purposes of determining Aggregate Net Assets, the net assets of the
Utilities Trust, a series of Xxxx Xxxxxxx Trust, and the Utilities Fund, a
series of Xxxx Xxxxxxx Funds II, are included.
Between
First $500 million
$500 million and Excess Over
of $1 billion of $1 billion of
Aggregate Aggregate Aggregate
Portfolio Net Assets Net Assets Net Assets
Value & Restructuring(1)..............
(1)For purposes of determining Aggregate Net Assets, the net assets of the Value
& Restructuring Trust, a series of Xxxx Xxxxxxx Trust, and the Value &
Restructuring Fund, a series of Xxxx Xxxxxxx Funds II, are included.
8
Between
First $200 million Between
$200 million and $400 million Excess Over
of $400 million of and g$1 billion of
Aggregate Aggregate Net $1 billion of Ag Aggregate
Portfolio Net Assets Assets Net Assets rNettAssets
Vista(1)..............................
(1)For purposes of determining Aggregate Net Assets, the net assets of the Vista
Trust, a series of Xxxx Xxxxxxx Trust, and the Vista Fund, a series of Xxxx
Xxxxxxx Funds II, are included.
9
XXXX XXXXXXX FUNDS II
FORM OF 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: ------------------------------------------
Name:
Title:
XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC
By: ------------------------------------------
Name:
Title:
10
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
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
11
(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.
12
