AMENDMENT TO SUBADVISORY AGREEMENT Declaration Management & Research LLC

AMENDMENT TO SUBADVISORY AGREEMENT
Declaration Management & Research LLC

     AMENDMENT made as of this 2^nd day of October, 2006 to the Subadvisory Agreement dated October 17, 2005 (the “Agreement”), between Xxxx Xxxxxxx Investment Management Services, LLC, a Delaware limited partnership (the “Adviser”), and Declaration Management & Research LLC, a Delaware limited liability company (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

The compensation of the Subadviser for the Total Bond Market Fund (formerly, the Bond Index Fund) shall be as set forth in Appendix A.

3. EFECTIVE 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 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:		/s/ Xxxxx X. Xxxxx       Xxxxx X. Xxxxx
		Executive Vice President
DECLARATION MANAGEMENT & RESEARCH LLC
By:		/s/ Xxxxxxx X. Xxxxxxxx, Xx.       Name: Xxxxxxx X. Xxxxxxxx, Xx.
		Title: President

APPENDIX A

     The Subadviser shall serve as investment subadviser for each Portfolio of Xxxx Xxxxxxx Funds II (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		Excess Over
		$500 million		$500 million
		of Aggregate		of Aggregate
Portfolio		Net Assets*		Net Assets*
Total Bond Market Fund (formerly, Bond Index 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)
Total Bond Market Fund		—		None

     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 (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 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.

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