XXXX XXXXXXX FUNDS II
AMENDMENT TO 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 (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 add the following new fund:
Mid Cap Equity Fund
2. EFFECTIVE DATE
This Amendment shall become effective with respect to the Mid Cap Equity
Fund (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.
Xxxx Xxxxxxx Funds II
By: ___________________________
Xxxx Xxxxxxx Investment Management Services, LLC
By: ___________________________
Appendix A
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 each Fund, the fee
computed separately for the Fund at an annual rate as follows (the "Adviser
Fee").
The term Aggregate Net Assets in the chart below includes the net assets of
the Fund of the Trust. It also includes with respect to the Fund 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 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 the 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 the 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.
Mid Cap Equity Fund: 0.850% -- first $500 million; and 0.825% -- excess over
$500 million
(Aggregate Net Assets include the net assets of the Mid Cap Equity Fund and the
Mid Cap Equity Trust, a series of Xxxx Xxxxxxx Trust)
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