AMENDMENT TO
AMENDED AND RESTATED SUBADVISORY CONSULTING AGREEMENT
DEUTSCHE ASSET MANAGEMENT, INC.
AMENDMENT made as of this ___ day of ______, 2006 to the Amended and
Restated Subadvisory Consulting Agreement dated October 17, 2005 (the
"Agreement") among Xxxx Xxxxxxx Investment Management Services, LLC (formerly,
Manufacturers Securities Services, LLC), a Delaware limited liability company
(the "Adviser"), MFC Global Investment Management (U.S.A.) Limited, a Canadian
Corporation (the "Subadviser") and Deutsche Asset Management, Inc., a Delaware
corporation (the "Deutsche"). In consideration of the mutual covenants contained
herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Appendix A of the Agreement, "Compensation of Deutsche," is hereby amended
to add the subadvisory consulting fee for the following Portfolios:
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 on the later to occur of: (i) approval
of the Amendment by the Board of Trustees of Xxxx Xxxxxxx Funds II (the "Trust")
and (ii) execution of the Amendment.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
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:
Name:
Title:
MFC GLOBAL INVESTMENT MANAGEMENT
(U.S.A.) LIMITED
By:
Name:
Title:
DEUTSCHE ASSET MANAGEMENT, INC.
By:
Name:
Title:
2
APPENDIX A
The Deutsche shall serve as a subadviser consultant for each Portfolio of
the Trust listed below. The Subadviser will pay the Deutsche, 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 Consulting Fee"):
Between
$1.5 billion
First and Excess Over
$1.5 billion $7.5 billion $7.5 billion
of Aggregate of Aggregate of Aggregate
Portfolio Net Assets* Net Assets* Net Assets*
--------- ------------ ------------ ------------
Lifecycle 2010 Portfolio
Lifecycle 2015 Portfolio
Lifecycle 2020 Portfolio
Lifecycle 2030 Portfolio
Lifecycle 2035 Portfolio
Lifecycle 2040 Portfolio
Lifecycle 2045 Portfolio
Lifecycle 2050 Portfolio
Lifecycle Retirement Portfolio
*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 Deutsche also serves as the subadviser for the other
portfolio(s). For purposes of determining Aggregate Net Assets and calculating
the Subadviser Consulting 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.
A-1
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
Each a series of Xxxx Xxxxxxx Funds II
Lifecycle 2015 Portfolio Lifecycle 2010 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
Each a series of Xxxx Xxxxxxx Funds II
Lifecycle 2020 Portfolio Lifecycle 2010 Portfolio
Lifecycle 2015 Portfolio
Lifecycle 2025 Portfolio
Lifecycle 2030 Portfolio
Lifecycle 2035 Portfolio
Lifecycle 2040 Portfolio
Lifecycle 2045 Portfolio
Lifecycle 2050 Portfolio
Lifecycle Retirement Portfolio
Each a series of Xxxx Xxxxxxx Funds II
A-2
Lifecycle 2025 Portfolio Lifecycle 2010 Portfolio
Lifecycle 2015 Portfolio
Lifecycle 2020 Portfolio
Lifecycle 2030 Portfolio
Lifecycle 2035 Portfolio
Lifecycle 2040 Portfolio
Lifecycle 2045 Portfolio
Lifecycle 2050 Portfolio
Lifecycle Retirement Portfolio
Each a series of Xxxx Xxxxxxx Funds II
Lifecycle 2030 Portfolio Lifecycle 2010 Portfolio
Lifecycle 2015 Portfolio
Lifecycle 2020 Portfolio
Lifecycle 2025 Portfolio
Lifecycle 2035 Portfolio
Lifecycle 2040 Portfolio
Lifecycle 2045 Portfolio
Lifecycle 2050 Portfolio
Lifecycle Retirement Portfolio
Each a series of Xxxx Xxxxxxx Funds II
Lifecycle 2035 Portfolio Lifecycle 2010 Portfolio
Lifecycle 2015 Portfolio
Lifecycle 2020 Portfolio
Lifecycle 2025 Portfolio
Lifecycle 2030 Portfolio
Lifecycle 2040 Portfolio
Lifecycle 2045 Portfolio
Lifecycle 2050 Portfolio
Lifecycle Retirement Portfolio
Each a series of Xxxx Xxxxxxx Funds II
A-3
Lifecycle 2040 Portfolio Lifecycle 2010 Portfolio
Lifecycle 2015 Portfolio
Lifecycle 2020 Portfolio
Lifecycle 2025 Portfolio
Lifecycle 2030 Portfolio
Lifecycle 2035 Portfolio
Lifecycle 2045 Portfolio
Lifecycle 2050 Portfolio
Lifecycle Retirement Portfolio
Each a series of Xxxx Xxxxxxx Funds II
Lifecycle 2045 Portfolio Lifecycle 2010 Portfolio
Lifecycle 2015 Portfolio
Lifecycle 2020 Portfolio
Lifecycle 2025 Portfolio
Lifecycle 2030 Portfolio
Lifecycle 2035 Portfolio
Lifecycle 2040 Portfolio
Lifecycle 2050 Portfolio
Lifecycle Retirement Portfolio
Each a series of Xxxx Xxxxxxx Funds II
A-4
Lifecycle 2050 Portfolio 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 Retirement Portfolio
Each a series of Xxxx Xxxxxxx Funds II
Lifecycle Retirement Portfolio 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
Each a series of Xxxx Xxxxxxx Funds II
The Subadviser Consulting 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 Subadviser
Consulting 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 Deutsche with such
A-5
information as Deutsche 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 Deutsche.
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.
A-6
