AMENDMENT No. 2 TO SUBADVISORY AGREEMENT
MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
AMENDMENT made as of this ___ day of ____ 2006 to the Subadvisory Agreement
dated October 17, 2005, as amended (the "Amendment"), between Xxxx Xxxxxxx
Investment Management Services, LLC (formerly Manufacturers Securities Services,
LLC), a Delaware limited liability company (the "Adviser"), and MFC Global
Investment Management (U.S.A.) Limited, a Canadian corporation (the
"Subadviser"). 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 Subadviser", is hereby amended
to add the following Portfolios:
500 Index Fund
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.
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:
APPENDIX A
----------
The Subadviser shall serve as investment subadviser for the Portfolios 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 each Portfolio at an annual rate as
follows (the "Subadviser Fee"):
Between
First $250 million Excess Over
$250 million and $500million of $500 million
of Aggregate Aggregate of Aggregate
Portfolio Net Assets* Net Assets* Net Assets*
--------- ------------ ------------------ ------------
500 Index Fund
Between
First $1.5 billion Excess Over
$1.5 billion and $7.5 billion $7.5 billion
of Aggregate Net of Aggregate of Aggregate
Portfolio Assets* Net Assets* Net Assets*
--------- ---------------- ---------------- ------------
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 term Aggregate Net Assets includes the net assets of the Portfolio of the
Trust. It also includes with respect to the 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 day of
that fund.
Trust Portfolio(s) Other Portfolio(s)
------------------ ------------------
500 Index Fund 500 Index Trust, a series of Xxxx Xxxxxxx Trust
A-1
Trust Portfolio(s) Other Portfolio(s)
------------------ ------------------
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
Lifecyle 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
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
A-4
The Subadviser Fee for the 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 the Aggregate Net Assets divided by (ii) the
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
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 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.
A-5
