XXXX XXXXXXX FUNDS II
ADVISORY AGREEMENT
Advisory Agreement dated ________, 2005, between Xxxx Xxxxxxx Funds II, a
Massachusetts business trust (the "Trust"), and Xxxx Xxxxxxx Investment
Management 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. APPOINTMENT OF ADVISER
The Trust hereby appoints JHIMS, subject to the supervision of the Trustees
of the Trust and the terms of this Agreement, as the investment adviser for each
of the funds of the Trust specified in Appendix A to this Agreement as it shall
be amended by the Adviser and the Trust from time to time (the "Funds"). The
Adviser accepts such appointment and agrees to render the services and to assume
the obligations set forth in this Agreement commencing on its effective date.
The Adviser will be an independent contractor and will have no authority to act
for or represent the Trust in any way or otherwise be deemed an agent unless
expressly authorized in this Agreement or another writing by the Trust and the
Adviser.
2. DUTIES OF THE ADVISER
a. Subject to the general supervision of the Trustees of the Trust and the
terms of this Agreement, the Adviser will at its own expense, except as
noted below, select and contract with investment subadvisers
("Subadvisers") to manage the investments and determine the composition of
the assets of the Funds; provided, that any contract with a Subadviser (a
"Subadvisory Agreement") shall be in compliance with and approved as
required by the Investment Company Act of 1940, as amended (the "1940
Act"), except for such exemptions therefrom as may be granted to the Trust
or the Adviser. Subject always to the direction and control of the Trustees
of the Trust, the Adviser will monitor compliance of each Subadviser with
the investment objectives and related investment policies, as set forth in
the Trust's registration statement with the Securities and Exchange
Commission, of any Fund or Funds under the management of such Subadviser,
and review and report to the Trustees of the Trust on the performance of
such Subadviser.
b. The Adviser shall furnish to the Trust the following:
i. Office and Other Facilities. - The Adviser shall furnish to the Trust
office space in the offices of the Adviser or in such other place as
may be agreed upon by the parties hereto from time to time, and all
necessary office facilities and equipment;
ii. Trustees and Officers. - The Adviser agrees to permit individuals who
are directors, officers or employees of the Adviser to serve (if duly
elected or appointed) as Trustees or President of the Trust without
remuneration from or other cost to the Trust.
iii. Other Personnel. The Adviser shall furnish to the Trust, at the
Trust's expense, any other personnel necessary for the operations of
the Trust. The Adviser shall not, however, furnish to the Trust
personnel for the performance of functions (a) related to and to be
performed under the Trust contract for custodial, bookkeeping,
transfer and dividend disbursing agency services by the bank or other
financial institution selected to perform such services and (b)
related to the investment subadvisory services to be provided by any
Subadviser pursuant to a Subadvisory Agreement.
iv. Financial, Accounting, and Administrative Services. The Adviser shall:
(1) maintain the existence and records of the Trust; maintain the
registrations and qualifications of Trust shares under federal
and state law; prepare all notices and proxy solicitation
materials furnished to shareholders of the Trust, and
(2) perform all administrative, compliance, financial, accounting,
bookkeeping and recordkeeping functions of the Trust, including,
without limitation, the preparation of all tax returns, all
annual, semiannual and periodic reports to shareholders of the
Trust and all regulatory reports, except for any such functions
that may be performed by a third party pursuant to a custodian,
transfer agency or service agreement executed by the Trust.
The Trust shall reimburse the Adviser for its expenses associated with
all such services described in (1) and (2) above, including the
compensation and related personnel expenses and expenses of office
space, office equipment, utilities and miscellaneous office expenses,
except any such expenses directly attributable to officers or
employees of the Adviser who are serving as President, Treasurer or
Secretary of the Trust. The Adviser shall determine the expenses to be
reimbursed by the Trust pursuant to expense allocation procedures
established by the Adviser in accordance with generally accepted
accounting principles.
v. Liaisons with Agents. The Adviser, at its own expense, shall maintain
liaisons with the various agents and other persons employed by the
Trust (including the Trust's transfer agent, custodian, independent
accountants and legal counsel) and assist in the coordination of their
activities on behalf of the Trust. Fees and expenses of such agents
and other persons will be paid by the Trust.
vi. Reports to Trust. The Adviser shall furnish to, or place at the
disposal of, the Trust such information, reports, valuations, analyses
and opinions as the Trust may, at any time or from time to time,
reasonably request or as the Adviser may deem helpful to the Trust,
provided that the expenses associated with any such materials
furnished by the Adviser at the request of the Trust shall be borne by
the Trust.
c. In addition to negotiating and contracting with Subadvisers as set forth in
section (2) (a) of this Agreement and providing facilities, personnel and
services as set forth in section (2)(b), the Adviser will pay the
compensation of the President, Treasurer, Secretary and
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Trustees of the Trust who are also directors, officers or employees of the
Adviser or its affiliates.
d. With respect to any one or more of the Funds named in Appendix A, the
Adviser may elect to manage the investments and determine the composition
of the assets of the Funds, subject to the approval of the Trustees of the
Trust. In the event of such election, the Adviser, subject always to the
direction and control of the Trustees of the Trust, will manage the
investments and determine the composition of the assets of the Funds in
accordance with the Trust's registration statement, as amended. In
fulfilling its obligations to manage the investments and reinvestments of
the assets of the Funds, the Adviser:
i. will obtain and evaluate pertinent economic, statistical, financial
and other information affecting the economy generally and individual
companies or industries the securities of which are included in the
Funds or are under consideration for inclusion in the Funds;
ii. will formulate and implement a continuous investment program for each
Fund consistent with the investment objectives and related investment
policies for each such Fund as described in the Trust's registration
statement, as amended;
iii. will take whatever steps are necessary to implement these investment
programs by the purchase and sale of securities including the placing
of orders for such purchases and sales;
iv. will regularly report to the Trustees of the Trust with respect to the
implementation of these investment programs;
v. will provide assistance to the Trust's Custodian regarding the fair
value of securities held by the Funds for which market quotations are
not readily available;
vi. will furnish, at its expense, (i) all necessary investment and
management facilities, including salaries of personnel required for it
to execute its duties faithfully, and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for
the efficient conduct of the investment affairs of the Funds
(excluding determination of net asset value and shareholder accounting
services);
vii. will select brokers and dealers to effect all transactions subject to
the following conditions: the Adviser will place all necessary orders
with brokers, dealers, or issuers, and will negotiate brokerage
commissions if applicable; the Adviser is directed at all times to
seek to execute brokerage transactions for the Funds in accordance
with such policies or practices as may be established by the Trustees
and described in the Trust's registration statement as amended; the
Adviser may pay a broker-dealer which provides research and brokerage
services a higher spread or commission for a particular transaction
than otherwise might have been charged by another broker-dealer, if
the Adviser determines that the higher spread or commission is
reasonable in relation to the value of the brokerage and research
services that such
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broker-dealer provides, viewed in terms of either the particular
transaction or the Adviser's overall responsibilities with respect to
accounts managed by the Adviser; and the Adviser may use for the
benefit of its other clients, or make available to companies
affiliated with the Adviser for the benefit of such companies or their
clients, any such brokerage and research services that the Adviser
obtains from brokers or dealers;
viii. to the extent permitted by applicable laws and regulations, may, but
shall be under no obligation to, on occasions when the Adviser deems
the purchase or sale of a security to be in the best interest of the
Fund as well as other clients of the Adviser, aggregate the securities
to be purchased or sold to attempt to obtain a more favorable price or
lower brokerage commissions and efficient execution. In such event,
allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Adviser in
the manner the Adviser considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and to its other
clients;
ix. will maintain all accounts, books and records with respect to the
Funds as are required of an investment adviser of a registered
investment company pursuant to the 1940 Act and the Investment
Advisers Act of 1940, as amended (the "Advisers Act") and the rules
thereunder; and
x. will vote all proxies received in connection with securities held by
the Funds.
3. EXPENSES ASSUMED BY THE TRUST
The Trust will pay all expenses of its organization, operations and
business not specifically assumed or agreed to be paid by the Adviser, as
provided in this Agreement, or by a Subadviser, as provided in a Subadvisory
Agreement. Without limiting the generality of the foregoing, in addition to
certain expenses described in section 2 above, the Trust shall pay or arrange
for the payment of the following:
a. Edgarization, Printing and Mailing. Costs of edgarization, printing and
mailing (i) all registration statements (including all amendments thereto)
and prospectuses/statements of additional information (including all
supplements thereto), all annual, semiannual and periodic reports to
shareholders of the Trust, regulatory authorities or others, (ii) all
notices and proxy solicitation materials furnished to shareholders of the
Trust or regulatory authorities and (iii) all tax returns;
b. Compensation of Officers and Trustees. Compensation of the officers and
Trustees of the Trust (other than persons serving as President or Trustee
of the Trust who are also directors, officers or employees of the Adviser
or its affiliates);
c. Registration and Filing Fees. Registration, filing, blue-sky and other fees
in connection with requirements of regulatory authorities, including,
without limitation, all fees and
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expenses of registering and maintaining the registration of the Trust under
the 1940 Act and the registration of the Trust's shares under the
Securities Act of 1933, as amended;
d. Custodial Services. The charges and expenses of the custodian appointed by
the Trust for custodial services;
e. Accounting Fees. the charges and expenses of the independent accountants
retained by the Trust;
f. Transfer, Bookkeeping and Dividend Disbursing Agents. The charges and
expenses of any transfer, bookkeeping and dividend disbursing agents
appointed by the Trust;
g. Commissions. Broker's commissions and issue and transfer taxes chargeable
to the Trust in connection with securities transactions to which the Trust
is a party;
h. Taxes. Taxes and corporate fees payable by the Trust to federal, state or
other governmental agencies and the expenses incurred in the preparation of
all tax returns;
i. Stock Certificates. The cost of stock certificates, if any, representing
shares of the Trust;
j. Legal Services. Legal services and expenses in connection with the affairs
of the Trust, including registering and qualifying its shares with
regulatory authorities;
k. Membership Dues. Association membership dues;
l. Insurance Premiums. Insurance premiums for fidelity, errors and omissions,
directors and officers and other coverage;
m. Shareholders and Trustees Meetings. Expenses of shareholders and Trustees
meetings;
n. Pricing. Pricing of the Trust Funds and shares, including the cost of any
equipment or services used for obtaining price quotations and valuing Trust
portfolio investments;
o. Interest. Interest on borrowings;
p. Communication Equipment. All charges for equipment or services used for
communication between the Adviser or the Trust and the custodian, transfer
agent or any other agent selected by the Trust; and
q. Nonrecurring and Extraordinary Expense. Such nonrecurring expenses as may
arise, including the costs of actions, suits, or proceedings to which the
Trust is, or is threatened to be made, a party and the expenses the Trust
may incur as a result of its legal obligation to provide indemnification to
its Trustees, officers, agents and shareholders.
4. COMPENSATION OF ADVISER
The Trust will pay the Adviser with respect to each Fund the compensation
specified in Appendix A to this Agreement.
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5. NON-EXCLUSIVITY
The services of the Adviser to the Trust are not to be deemed to be
exclusive, and the Adviser shall be free to render investment advisory or other
services to others (including other investment companies) and to engage in other
activities. It is understood and agreed that the directors, officers and
employees of the Adviser are not prohibited from engaging in any other business
activity or from rendering services to any other person, or from serving as
partners, officers, directors, trustees or employees of any other firm or
corporation, including other investment companies.
6. SUPPLEMENTAL ARRANGEMENTS
The Adviser may enter into arrangements with other persons affiliated with
the Adviser to better enable it to fulfill its obligations under this Agreement
for the provision of certain personnel and facilities to the Adviser.
7. CONFLICTS OF INTEREST
It is understood that Trustees, officers, agents and shareholders of the
Trust are or may be interested in the Adviser as directors, officers,
stockholders, or otherwise; that directors, officers, agents and stockholders of
the Adviser are or may be interested in the Trust as Trustees, officers,
shareholders or otherwise; that the Adviser may be interested in the Trust; and
that the existence of any such dual interest shall not affect the validity
hereof or of any transactions hereunder except as otherwise provided in the
Agreement and Declaration of Trust of the Trust or the organizational documents
of the Adviser or by specific provision of applicable law.
8. REGULATION
The Adviser shall submit to all regulatory and administrative bodies having
jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
9. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective on the later of: (i) its execution
and (ii) the date of the meeting of the shareholders of the Trust, at which
meeting this Agreement is approved by the vote of a "majority of the outstanding
voting securities" (as defined in the 0000 Xxx) of the Funds. The Agreement will
continue in effect for a period more than two years from the date of its
execution only so long as such continuance is specifically approved at least
annually either by the Trustees of the Trust or by the vote of a majority of the
outstanding voting securities of the Trust provided that in either event such
continuance shall also be approved by the vote of a majority of the Trustees of
the Trust who are not "interested persons" (as defined in the 0000 Xxx) of any
party to this Agreement cast in person at a meeting called for the purpose of
voting on such approval. The required shareholder approval of the Agreement or
of any continuance of the Agreement shall be effective with respect to any Fund
if a majority of the outstanding voting securities of that Fund votes to approve
the Agreement or its continuance, notwithstanding that
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the Agreement or its continuance may not have been approved by a majority of the
outstanding voting securities of (a) any other Fund affected by the Agreement or
(b) all the Funds of the Trust.
If the shareholders of any Fund fail to approve the Agreement or any
continuance of the Agreement, the Adviser will continue to act as investment
adviser with respect to such Fund pending the required approval of the Agreement
or its continuance or of a new contract with the Adviser or a different adviser
or other definitive action; provided, that the compensation received by the
Adviser in respect of such Fund during such period will be no more than its
actual costs incurred in furnishing investment advisory and management services
to such Fund or the amount it would have received under the Agreement in respect
of such Fund, whichever is less.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Trustees of the Trust, by the vote of a majority of the
outstanding voting securities of the Trust, or with respect to any Fund by the
vote of a majority of the outstanding voting securities of the Fund, on sixty
days' written notice to the Adviser, or by the Adviser on sixty days' written
notice to the Trust. This Agreement will automatically terminate, without
payment of any penalty, in the event if its "assignment" (as defined in the 1940
Act).
10. PROVISION OF CERTAIN INFORMATION BY ADVISER
The Adviser will promptly notify the Trust in writing of the occurrence of
any of the following events:
a. the Adviser fails to be registered as an investment adviser under the
Advisers Act or under the laws of any jurisdiction in which the Adviser is
required to be registered as an investment adviser in order to perform its
obligations under this Agreement;
b. the Adviser is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any
court, public board or body, involving the affairs of the Trust; and
c. the chief executive officer or managing member of the Adviser or the
portfolio manager of any Fund changes.
11. AMENDMENTS TO THE AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by the vote of a majority of the outstanding voting
securities of each of the Funds affected by the amendment and by the vote of a
majority of the Trustees of the Trust who are not interested persons of any
party to this Agreement cast in person at a meeting called for the purpose of
voting on such approval. The required shareholder approval shall be effective
with respect to any Fund if a majority of the outstanding voting securities of
that Fund vote to approve the amendment, notwithstanding that the amendment may
not have been approved by a majority of the outstanding voting securities of (a)
any other Fund affected by the amendment or (b) all the Funds of the Trust.
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12. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties.
13. HEADINGS
The headings in the sections of this Agreement are inserted for convenience
of reference only and shall not constitute a part hereof.
14. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of the Trust or Adviser
in person or by registered mail or a private mail or delivery service providing
the sender with notice of receipt. Notice shall be deemed given on the date
delivered or mailed in accordance with this section.
15. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void in
law or in equity, the Agreement shall be construed, insofar as is possible, as
if such portion had never been contained herein.
16. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of The Commonwealth of Massachusetts, or any of the
applicable provisions of the 1940 Act. To the extent that the laws of The
Commonwealth of Massachusetts, or any of the provisions in this Agreement,
conflict with applicable provisions of the 1940 Act, the latter shall control.
17. NAME OF THE TRUST AND FUNDS
The Trust, on behalf of itself and with respect to any Fund, may use the
name "Xxxx Xxxxxxx" or any name or names derived from or similar to the names
"Xxxx Xxxxxxx Investment Management Services, LLC," "Xxxx Xxxxxxx Life Insurance
Company" or "Xxxx Xxxxxxx Financial Services, Inc." only for so long as this
Agreement remains in effect as to the Trust or the particular Fund. At such time
as this Agreement shall no longer be in effect as to the Trust or a particular
Fund, the Trust or the particular Fund, as the case may be, will (to the extent
it lawfully can) cease to use such a name or any other name indicating that the
Trust or the particular Fund is advised by or otherwise connected with the
Adviser. The Trust acknowledges that it has adopted the name Xxxx Xxxxxxx Funds
II through permission of Xxxx Xxxxxxx Life Insurance Company, a Massachusetts
insurance company, and agrees that Xxxx Xxxxxxx Life Insurance Company reserves
to itself and any successor to its business the right to grant the non-exclusive
right to use the name "Xxxx Xxxxxxx" or any similar name or names to any other
corporation or entity, including but not limited to any investment company of
which Xxxx Xxxxxxx Life Insurance Company or any subsidiary or affiliate thereof
shall be the investment adviser.
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18. LIMITATION OF LIABILITY UNDER THE DECLARATION OF TRUST
The Declaration of Trust establishing the Trust, dated June 28, 2005, a
copy of which, together with all amendments thereto (the "Declaration"), is on
file in the office of the Secretary of The Commonwealth of Massachusetts,
provides that no Trustee, shareholder, officer, employee or agent of the Trust
shall be subject to any personal liability in connection with Trust property or
the affairs of the Trust and that all persons should shall look solely to the
Trust property or to the property of one or more specific Funds for satisfaction
of claims of any nature arising in connection with the affairs of the Trust.
19. LIABILITY OF THE ADVISER
In the absence of (a) willful misfeasance, bad faith or gross negligence on
the part of the Adviser in performance of its obligations and duties hereunder,
(b) reckless disregard by the Adviser of its obligations and duties hereunder,
or (c) a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services (in which case any award of damages shall
be limited to the period and the amount set forth in Section 36(b)(3) of the
1940 Act), the Adviser shall not be subject to any liability whatsoever to the
Trust, or to any shareholder for any error of judgment, mistake of law or any
other act or omission in the course of, or connected with, rendering services
hereunder including, without limitation, for any losses that may be sustained in
connection with the purchase, holding, redemption or sale of any security on
behalf of a Fund.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
XXXX XXXXXXX FUNDS II
By:
------------------------------------
Xxxxx X. Xxxxxxxxx
President
XXXX XXXXXXX INVESTMENT MANAGEMENT
SERVICES, LLC
By: Xxxx Xxxxxxx Life Insurance
Company (U.S.A.),
its managing member
By:
---------------------------------
Xxxx X. XxxXxxx III
Chairman
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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 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.
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.
A-1
FUNDS AND ANNUAL PERCENTAGE RATES OF AGGREGATE NET ASSETS
500 INDEX FUND: 0.470% -- first $500 million; and 0.460% -- excess over $500
million
(Aggregate Net Assets include the net assets of the Fund and the 500 Index
Trust, a series of Xxxx Xxxxxxx Trust)
ACTIVE BOND FUND: 0.600%--at all asset levels
(Aggregate Net Assets include the net assets of the Fund)
ALL CAP CORE FUND: 0.800% -- first $500 million; and 0.750% -- excess over $500
million.
(Aggregate Net Assets include the net assets of the Fund and the All Cap Core
Trust, a series of Xxxx Xxxxxxx Trust)
ALL CAP GROWTH FUND: 0.900% -- first $500 million; and 0.850% -- excess over
$500 million.
(Aggregate Net Assets include the net assets of the Fund)
ALL CAP VALUE FUND: 0.850% -- first $250 million; 0.800% -- next $250 million;
and 0.750% -- excess over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the All Cap Value
Trust, a series of Xxxx Xxxxxxx Trust)
BLUE CHIP GROWTH FUND: 0.825% -- first $1 billion; and 0.800% -- excess over $1
billion.
(Aggregate Net Assets include the net assets of the Fund and the Blue Chip
Growth Trust, a series of Xxxx Xxxxxxx Trust)
BOND INDEX FUND: 0.470% -- at all asset levels.
(Aggregate Net Assets include the net assets of the Fund and the Bond Index
Trust A, a series of Xxxx Xxxxxxx Trust)
CAPITAL APPRECIATION FUND: 0.850% -- first $300 million; and 0.800% -- excess
over $300 million.
(Aggregate Net Assets include the net assets of the Fund and the Capital
Appreciation Trust, a series of Xxxx Xxxxxxx Trust)
CLASSIC VALUE FUND: 0.800% -- at all asset levels.
(Aggregate Net Assets include the net assets of the Fund)
A-2
CORE BOND FUND: 0.690%--first $200 million; 0.640%--next $200 million; and
0.600%--excess over $400 million.
(Aggregate Net Assets include the net assets of the Fund and the Core Bond
Trust, a series of Xxxx Xxxxxxx Trust)
CORE EQUITY FUND: 0.850% -- first $350 million; and 0.750% -- excess over $350
million.
(Aggregate Net Assets include the net assets of the Fund and the Core Equity
Trust, a series of Xxxx Xxxxxxx Trust)
DYNAMIC GROWTH FUND: 0.950% -- first $500 million; and 0.900% -- excess over
$500 million.
(Aggregate Net Assets include the net assets of the Fund and the Dynamic Growth
Trust, a series of Xxxx Xxxxxxx Trust)
EMERGING GROWTH FUND: 0.800% -- at all asset levels.
(Aggregate Net Assets include the net assets of the Fund and the Emerging Growth
Trust, a series of Xxxx Xxxxxxx Trust)
EMERGING SMALL COMPANY FUND: 1.000% -- first $500 million; 0.970% -- next $500
million; and 0.950% -- excess over $1 billion.
(Aggregate Net Assets include the net assets of the Fund and the Emerging Small
Company Trust, a series of Xxxx Xxxxxxx Trust)
EQUITY-INCOME FUND: 0.825% -- first $1 billion; and 0.800% -- excess over $1
billion.
(Aggregate Net Assets include the net assets of the Fund and the Equity-Income
Trust, a series of Xxxx Xxxxxxx Trust)
FINANCIAL SERVICES FUND: 0.850% -- first $50 million; 0.800% -- next $450
million; and 0.750% -- excess over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the Financial
Services Trust, a series of Xxxx Xxxxxxx Trust)
FUNDAMENTAL VALUE FUND: 0.850% -- first $50 million; 0.800% -- next $450
million; and 0.750% -- excess over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the Fundamental
Value Trust, a series of Xxxx Xxxxxxx Trust)
A-3
GLOBAL ALLOCATION FUND: 0.850% -- first $500 million; and 0.800% -- excess over
$500 million.
(Aggregate Net Assets include the net assets of the Fund and the Global
Allocation Trust, a series of Xxxx Xxxxxxx Trust)
GLOBAL BOND FUND: 0.700% -- at all asset levels.
(Aggregate Net Assets include the net assets of the Fund)
GLOBAL FUND: 0.850% -- first $1 billion; and 0.800% -- excess over $1 billion.
(Aggregate Net Assets include the net assets of the Fund, the Global Trust, a
series of Xxxx Xxxxxxx Trust, the International Value Fund, a series of Xxxx
Xxxxxxx Funds II and International Value Trust, a series of Xxxx Xxxxxxx Trust)
GROWTH & INCOME FUND: 0.700% -- first $500 million; 0.650% -- next $500 million;
and 0.600% -- excess over $1 billion.
(Aggregate Net Assets include the net assets of the Fund, that portion of the
Managed Fund of the Fund that is subadvised by Grantham, Mayo, Van Otterloo &
Co., the Growth & Income Trust, a series of Xxxx Xxxxxxx Trust, that portion of
the Managed Trust, another series of Xxxx Xxxxxxx Trust, that is subadvised by
Grantham, Mayo, Van Otterloo & Co., and the U.S. Core Fund, a series of Xxxx
Xxxxxxx Funds III)
GROWTH FUND: 0.800% - first $500 million; 0.780% -- next $500 million; 0.770% --
next $1.5 billion; and 0.760% -- excess over $2.5 billion.
(Aggregate Net Assets include the net assets of the Fund, the Growth Trust, a
series of Xxxx Xxxxxxx Trust, and the Growth Fund, a series of Xxxx Xxxxxxx
Funds III)
GROWTH OPPORTUNITIES FUND: 0.800% - first $500 million; 0.780% -- next $500
million; 0.770% -- next $1.5 billion; and 0.760% -- excess over $2.5 billion.
(Aggregate Net Assets include the net assets of the Fund, the Growth
Opportunities Trust, a series of Xxxx Xxxxxxx Trust, and the Growth
Opportunities Fund, a series of Xxxx Xxxxxxx Funds III)
HEALTH SCIENCES FUND: 1.050%-- first $500 million; and 1.000% -- excess over
$500 million.
(Aggregate Net Assets include the net assets of the Fund and the Health Sciences
Trust, a series of Xxxx Xxxxxxx Trust)
HIGH YIELD FUND: 0.725% -- first $500 million; and 0.650% -- excess over $500
million.
(Aggregate Net Assets include the net assets of the Fund and the High Yield
Trust, a series of Xxxx Xxxxxxx Trust)
A-4
INTERNATIONAL EQUITY INDEX FUND: 0.550% -- first $100 million; and 0.530% --
excess over $100 million.
(Aggregate Net Assets include the net assets of the Fund and the International
Equity Index Trust A, a series of Xxxx Xxxxxxx Trust)
INTERNATIONAL GROWTH FUND: 0.920% - first $100 million; 0.895% -- next $900
million; and 0.880% -- excess over $1 billion.
(Aggregate Net Assets include the net assets of the Fund, the International
Growth Trust, a series of Xxxx Xxxxxxx Trust, and the International Growth Fund,
a series of Xxxx Xxxxxxx Funds III )
INTERNATIONAL OPPORTUNITIES FUND: 1.000%--first $250 million; 0.950%--next $250
million; and 0.900%--excess over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the International
Opportunities Trust, a series of Xxxx Xxxxxxx Trust)
INTERNATIONAL SMALL CAP FUND: 1.050% -- first $200 million; 0.950% -- next $300
million; and 0.850% -- excess over $500 million
(Aggregate Net Assets include the net assets of the Fund and the International
Small Cap Trust, a series of Xxxx Xxxxxxx Trust)
INTERNATIONAL STOCK FUND: 0.920% -- first $100 million; 0.895% -- next $900
million; and 0.880% -- excess over $1 billion.
(Aggregate Net Assets include the net assets of the Fund, the International
Stock Trust, a series of Xxxx Xxxxxxx Trust, and the International Core Fund, a
series of Xxxx Xxxxxxx Funds III)
INTERNATIONAL VALUE FUND: 0.950% -- first $200 million; 0.850% -- next $300
million; and 0.800% -- excess over $500 million.
(Aggregate Net Assets include the net assets of the Fund, the International
Value Trust, a series of Xxxx Xxxxxxx Trust, the Global Fund, a series of Xxxx
Xxxxxxx Funds II and Global Trust, a series of Xxxx Xxxxxxx Trust)
INTRINSIC VALUE FUND: 0.780% - first $500 million; 0.760% -- next $500 million;
0.750% -- next $1.5 billion; and 0.740% -- excess over $2.5 billion.
(Aggregate Net Assets include the net assets of the Fund, the Intrinsic Value
Trust, a series of Xxxx Xxxxxxx Trust, and the Intrinsic Value Fund, a series of
Xxxx Xxxxxxx Funds III)
A-5
INVESTMENT QUALITY BOND FUND: 0.600% -- first $500 million; and 0.550% -- excess
over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the Investment
Quality Bond Trust, a series of Xxxx Xxxxxxx Trust)
LARGE CAP FUND: 0.850%--first $250 million; 0.800%--next $250 million; and
0.750%--excess over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the Large Cap
Trust, a series of Xxxx Xxxxxxx Trust)
LARGE CAP GROWTH FUND: 0.850% -- first $750 million; and 0.800% -- excess over
$750 million.
(Aggregate Net Assets include the net assets of the Fund and the Large Cap
Growth Trust, a series of Xxxx Xxxxxxx Trust)
LARGE CAP VALUE FUND: 0.850% -- first $300 million; 0.825% -- next $200 million;
and 0.800% -- excess over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the Large Cap Value
Trust, a series of Xxxx Xxxxxxx Trust)
LIFESTYLE AGGRESSIVE PORTFOLIO: 0.050% -- first $7.5 billion; and 0.040% --
excess over $7.5 billion.
(Aggregate Net Assets include the net assets of the five Lifestyle Portfolios of
the Trust (Aggressive, Growth, Balanced, Moderate and Conservative) and the five
Lifestyle Trusts of Xxxx Xxxxxxx Trust (Aggressive 1000, Growth 820, Balanced
640, Moderate 460 and Conservative 280))
LIFESTYLE BALANCED PORTFOLIO: 0.050% -- first $7.5 billion; and 0.040% -- excess
over $7.5 billion.
(Aggregate Net Assets include the net assets of the five Lifestyle Portfolios of
the Trust (Aggressive, Growth, Balanced, Moderate and Conservative) and the five
Lifestyle Trusts of Xxxx Xxxxxxx Trust (Aggressive 1000, Growth 820, Balanced
640, Moderate 460 and Conservative 280))
A-6
LIFESTYLE CONSERVATIVE PORTFOLIO: 0.050% -- first $7.5 billion; and 0.040% --
excess over $7.5 billion.
(Aggregate Net Assets include the net assets of the five Lifestyle Portfolios of
the Trust (Aggressive, Growth, Balanced, Moderate and Conservative) and the five
Lifestyle Trusts of Xxxx Xxxxxxx Trust (Aggressive 1000, Growth 820, Balanced
640, Moderate 460 and Conservative 280))
LIFESTYLE GROWTH PORTFOLIO: 0.050% -- first $7.5 billion; and 0.040% -- excess
over $7.5 billion.
(Aggregate Net Assets include the net assets of the five Lifestyle Portfolios of
the Trust (Aggressive, Growth, Balanced, Moderate and Conservative) and the five
Lifestyle Trusts of Xxxx Xxxxxxx Trust (Aggressive 1000, Growth 820, Balanced
640, Moderate 460 and Conservative 280))
LIFESTYLE MODERATE PORTFOLIO: 0.050% -- first $7.5 billion; and 0.040% -- excess
over $7.5 billion.
(Aggregate Net Assets include the net assets of the five Lifestyle Portfolios of
the Trust (Aggressive, Growth, Balanced, Moderate and Conservative) and the five
Lifestyle Trusts of Xxxx Xxxxxxx Trust (Aggressive 1000, Growth 820, Balanced
640, Moderate 460 and Conservative 280))
MANAGED FUND: 0.690% - at all asset levels.
(Aggregate Net Assets include the net assets of the Fund)
MID CAP CORE FUND: 0.950% -- first $10 million; 0.900% -- next $40 million;
0.875% -- next $150 million; 0.850% -- next $300 million; and 0.825% -- excess
over $500 million.
(Aggregate Net Assets include the net assets of the Fund)
MID CAP INDEX FUND: 0.490% -- first $250 million; 0.480% -- next $250 million;
and 0.460% -- excess over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the Mid Cap Index
Trust, a series of Xxxx Xxxxxxx Trust)
MID CAP STOCK FUND: 0.875% -- first $200 million; 0.850% -- next $300 million;
and 0.825% -- excess over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the Mid Cap Stock
Trust, a series of Xxxx Xxxxxxx Trust)
A-7
MID CAP VALUE FUND: 0.900% -- first $200 million; 0.850% -- next $300 million;
and 0.825% -- excess over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the Mid Cap Value
Trust, a series of Xxxx Xxxxxxx Trust)
MONEY MARKET FUND: 0.500% -- first $500 million; and 0.470% -- excess over $500
million.
(Aggregate Net Assets include the net assets of the Fund and the Money Market
Trust, a series of Xxxx Xxxxxxx Trust)
NATURAL RESOURCES FUND: 1.050% -- first $50 million; and 1.000% -- excess over
$50 million.
(Aggregate Net Assets include the net assets of the Fund and the Natural
Resources Trust, a series of Xxxx Xxxxxxx Trust)
PACIFIC RIM FUND: 0.800% -- first $500 million; and 0.700% -- excess over $500
million.
(Aggregate Net Assets include the net assets of the Fund and the Pacific Rim
Trust, a series of Xxxx Xxxxxxx Trust)
QUANTITATIVE ALL CAP FUND: 0.750% -- first $50 million; and 0.700% -- excess
over $50 million.
(Aggregate Net Assets include the net assets of the Fund and the Quantitative
All Cap Trust, a series of Xxxx Xxxxxxx Trust)
QUANTITATIVE MID CAP FUND: 0.750% -- first $200 million; and 0.650% -- excess
over $200 million.
(Aggregate Net Assets include the net assets of the Fund and the Quantitative
Mid Cap Trust, a series of Xxxx Xxxxxxx Trust)
QUANTITATIVE VALUE FUND: 0.700% -- first $500 million; 0.650% -- next $500
million; and 0.600% -- excess over $1 billion.
(Aggregate Net Assets include the net assets of the Fund and the Quantitative
Value Trust, a series of Xxxx Xxxxxxx Trust)
A-8
REAL ESTATE SECURITIES FUND: 0.700% -- at all asset levels.
(Aggregate Net Assets include the net assets of the Fund and the Real Estate
Securities Trust, a series of Xxxx Xxxxxxx Trust)
REAL RETURN BOND FUND: 0.700% -- at all asset levels.
(Aggregate Net Assets include the net assets of the Fund)
SCIENCE & TECHNOLOGY FUND: 1.050% -- first $500 million; and 1.000% -- excess
over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the Science &
Technology Trust, a series of Xxxx Xxxxxxx Trust)
SHORT-TERM BOND FUND: 0.600%--first $100 million; 0.575%--next $150 million; and
0.550%--excess over $250 million.
(Aggregate Net Assets include the net assets of the Fund and the Short-Term Bond
Trust, a series of Xxxx Xxxxxxx Trust)
SMALL CAP FUND: 0.850%--at all asset levels.
(Aggregate Net Assets include the net assets of the Fund and the Small Cap
Trust, a series of Xxxx Xxxxxxx Trust)
SMALL CAP GROWTH: 1.100%--first $100 million; and 1.050%--excess over $100
million.
(Aggregate Net Assets include the net assets of the Fund and the Small Cap
Growth Trust, a series of Xxxx Xxxxxxx Trust)
SMALL CAP INDEX FUND: 0.490% -- first $250 million; 0.480% -- next $250 million;
and 0.460% -- excess over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the Small Cap Index
Trust, a series of Xxxx Xxxxxxx Trust)
SMALL CAP OPPORTUNITIES FUND: 1.000% -- first $500 million; and 0.950% -- excess
over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the Small Cap
Opportunities Trust, a series of Xxxx Xxxxxxx Trust)
SMALL CAP VALUE FUND: 1.100%--first $100 million; and 1.050%--excess over $100
million.
(Aggregate Net Assets include the net assets of the Fund and the Small Cap Value
Trust, a series of Xxxx Xxxxxxx Trust)
A-9
SMALL COMPANY FUND: 1.050% -- first $125 million; and 1.000% -- excess over $125
million.
(Aggregate Net Assets include the net assets of the Fund and the Small Company
Trust, a series of Xxxx Xxxxxxx Trust)
SMALL COMPANY GROWTH FUND: 1.050% -- first $250 million; and 1.000% -- excess
over $250 million.
(Aggregate Net Assets include the net assets of the Fund. However, the
applicable rate is 1.000% of all net assets of the Fund when the aggregate net
assets of the following exceed $1 billion: the Fund, All Cap Growth Fund and the
Mid Cap Core Fund of the Trust, and the Small Company Growth Trust, All Cap
Growth Trust and Mid Cap Core Trust of Xxxx Xxxxxxx Trust.
SMALL COMPANY VALUE FUND: 1.050% -- first $500 million; and 1.000% -- excess
over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the Small Company
Value Trust, a series of Xxxx Xxxxxxx Trust)
SPECIAL VALUE FUND: 1.000% -- first $500 million; and 0.950% -- excess over $500
million.
(Aggregate Net Assets include the net assets of the Fund and the Special Value
Trust, a series of Xxxx Xxxxxxx Trust)
SPECTRUM INCOME FUND: 0.800% -- first $250 million; and 0.725% -- excess over
$250 million.
(Aggregate Net Assets include the net assets of the Fund and the Spectrum Income
Trust, a series of Xxxx Xxxxxxx Trust)
STRATEGIC BOND FUND: 0.725% -- first $500 million; and 0.650% -- excess over
$500 million.
(Aggregate Net Assets include the net assets of the Fund and the Strategic Bond
Trust, a series of Xxxx Xxxxxxx Trust)
STRATEGIC INCOME FUND: 0.725% -- first $500 million; and 0.650% -- excess over
$500 million.
(Aggregate Net Assets include the net assets of the Fund and the Strategic
Income Trust, a series of Xxxx Xxxxxxx Trust)
A-10
STRATEGIC VALUE FUND: 0.850% -- first $300 million; 0.825% -- next $300 million;
0.800% -- next $300 million; 0.775% -- next $600 million; and 0.700% -- excess
over $1.5 billion.
(Aggregate Net Assets include the net assets of the Fund and the Strategic Value
Trust, a series of Xxxx Xxxxxxx Trust)
TOTAL RETURN FUND: 0.700% -- at all asset levels.
(Aggregate Net Assets include the net assets of the Fund)
TOTAL STOCK MARKET INDEX FUND: 0.490% -- first $250 million; 0.480% -- next $250
million; and 0.460% -- excess over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the Total Stock
Market Index Trust, a series of Xxxx Xxxxxxx Trust)
U.S. GLOBAL LEADERS GROWTH FUND: 0.7125% -- first $500 million; and 0.675% --
excess over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the U.S. Global
Leaders Growth Trust, a series of Xxxx Xxxxxxx Trust)
U.S. GOVERNMENT SECURITIES FUND: 0.650% -- first $500 million; and 0.550% --
excess over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the U.S. Government
Securities Trust, a series of Xxxx Xxxxxxx Trust)
U.S. HIGH YIELD BOND FUND: 0.750% -- first $200 million; and 0.720% -- excess
over $200 million.
(Aggregate Net Assets include the net assets of the Fund and the U.S. High Yield
Bond Trust, a series of Xxxx Xxxxxxx Trust)
A-11
U.S. MULTI SECTOR FUND: 0.780% - first $500 million; 0.760% -- next $500
million; 0.750% -- next $1.5 billion; and 0.740% -- excess over $2.5 billion.
(Aggregate Net Assets include the net assets of the Fund and the U.S. Multi
Sector Trust, a series of Xxxx Xxxxxxx Trust)
UTILITIES FUND: 0.850% -- first $300 million; 0.825% -- next $300 million;
0.800% -- next $300 million; 0.775% -- next $600 million; and 0.700% -- excess
over $1.5 billion.
(Aggregate Net Assets include the net assets of the Fund and the Utilities
Trust, a series of Xxxx Xxxxxxx Trust)
VALUE & RESTRUCTURING FUND: .850% -- first $500 million; and 0.800% -- excess
over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the Value &
Restructuring Trust, a series of Xxxx Xxxxxxx Trust)
VALUE FUND: 0.750% -- first $200 million; 0.725% -- next $300 million; and
0.650% -- excess over $500 million.
(Aggregate Net Assets include the net assets of the Fund and the Value Trust, a
series of Xxxx Xxxxxxx Trust)
VALUE OPPORTUNITIES FUND: 0.800% - first $500 million; 0.780% -- next $500
million; 0.770% -- next $1.5 billion; and 0.760% -- excess over $2.5 billion.
(Aggregate Net Assets include the net assets of the Fund, the Value
Opportunities Trust, a series of Xxxx Xxxxxxx Trust, and the Value Opportunities
Fund, a series of Xxxx Xxxxxxx Funds III)
VISTA FUND: 0.900% -- first $250 million; 0.850% -- next $250 million; 0.825% --
next $500 million; and 0.800% -- excess over $1 billion.
(Aggregate Net Assets include the net assets of the Fund and the Vista Trust, a
series of Xxxx Xxxxxxx Trust)
A-12
