XXXX XXXXXXX FUNDS II
AMENDMENT TO SUBADVISORY AGREEMENT
UST Advisers, Inc.
AMENDMENT made as of this 1st day of October, 2006 to the Subadvisory
Agreement dated (the "Agreement") between Xxxx Xxxxxxx Investment Management
Services, LLC, a Delaware limited partnership (the "Adviser"), and United States
Trust Company of New York, on behalf of its Asset Management Division, a state
chartered bank and trust company and a member bank of the Federal Reserve System
("UST-NY") and U.S. Trust Company, National Association, on behalf of its Asset
Management Division, a national bank organized under the laws of the United
States ("UST-NA") which was assigned by UST-NY and UST-NA to UST Advisers, Inc
on December 16, 2005. In consideration of the mutual covenants contained herein,
the parties agree as follows:
1. CHANGE IN APPENDIX A
Section 3 of the Agreement, "Compensation of Subadviser," is hereby amended
and restated:
a. to change the compensation of the Value & Restructuring Fund as noted in
Appendix A.
2. EFFECTIVE DATE
This Amendment shall become effective upon the later to occur of: (i)
approval of the Amendment by the Board of Trustees of Xxxx Xxxxxxx Funds II,
(ii) execution of the Amendment and (iii) October 1, 2006.
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/ Xxxxx Xxxxx
Xxxxx Xxxxx, Executive Vice President
UST Advisers, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
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APPENDIX A
The Subadviser shall serve as investment subadviser for each Portfolio of
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"):
First Between Excess Over $1
$500 Million of $500 Million Billion of
Aggregate Net and $1 Billion Aggregate Net
Assets* of Aggregate Net Assets*
Portfolio Assets*
Value & Restructuring Fund................
*The term Aggregate Net Assets includes the net assets of a Portfolio of the
Trust. It also includes with respect to each Portfolio the net assets of one or
more other portfolios 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, the net assets of the Portfolio and each other
portfolio 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.
Trust Portfolio(s) Other Portfolio(s)
Value & Restructuring Trust -- Value & Restructuring Fund, a series of
Xxxx Xxxxxxx Funds II
The Subadviser Fee for a Portfolio shall be based on the applicable annual
fee rate for the Portfolio which for each day shall be equal to the quotient of
(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 Subadviser Fee for
each Portfolio shall be accrued for each calendar day, 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 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. The Adviser shall provide Subadviser with such information as
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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.
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 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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