XXXX XXXXXXX TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT (the "Amendment") made this 30th day of April, 2007, to the
Amended and Restated Advisory Agreement dated January 1, 1996, as amended and
restated May 1, 1999, as amended, between Xxxx Xxxxxxx Trust, 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. CHANGE IN APPENDIX A
Appendix A is revised to add the advisory fees for the following portfolios
of the Trust and to decrease the advisory fee for the International Small
Company Trust (the "Portfolios"):
a. Small Cap Intrinsic Value Trust
x. Xxxxxxxx Xxxxxxxxx Founding Allocation Trust
c. Income Trust
d. Mutual Shares Trust
e. Mid Cap Intersection Trust
f. Emerging Markets Value Trust
2. DUTIES OF THE ADVISER
The following provision is added under Section 2.a. (Duties of the
Adviser):
With respect to the Portfolio listed below, the Adviser may elect to manage
the investments and determine the composition of the assets of the Portfolio,
subject to the approval of the Trustees of the Trust.
x. Xxxxxxxx Xxxxxxxxx Founding Allocation Trust
3. EFFECTIVE DATE
This Amendment shall become effective with respect to each Portfolio on the
later of:
(i) the date of its execution and (ii) approval by the Board of Trustees of the
Trust of the Amendment with respect to a Portfolio.
Xxxx Xxxxxxx Trust
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------
Xxxx Xxxxxxx Investment Management
Services, LLC
By: /s/ Xxxxx X. Xxxxx
---------------------------------
APPENDIX A
SMALL CAP INTRINSIC VALUE TRUST
INCOME TRUST
MUTUAL SHARES TRUST
MID CAP INTERSECTION TRUST
EMERGING MARKETS VALUE TRUST
INTERNATIONAL SMALL COMPANY TRUST
The Adviser shall serve as investment adviser for each Portfolio of the
Trust listed above. The Trust will pay the Adviser, as full compensation for all
services provided under this Agreement with respect to each Portfolio, the fee
computed separately for the Portfolio at an annual rate as follows (the "Adviser
Fee").
The term Aggregate Net Assets in the chart below includes the net assets of
a Portfolio of the Trust. It also includes 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 Portfolio 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 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.
The Adviser 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 Adviser Fee for each Portfolio 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 Portfolio. Fees shall be paid either by
wire transfer or check, as directed by the Adviser.
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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CHANGES TO THE ADVISORY FEES OF AN EXISTING PORTFOLIO
FIRST EXCESS OVER
$100 MILLION $100 MILLION
OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS* NET ASSETS*
--------- ------------ ------------
International Small Company Trust
* Aggregate Net Assets include the net assets of the International Small
Company Trust, a series of Xxxx Xxxxxxx Trust, and the International Small
Company Fund, a series of Xxxx Xxxxxxx Funds II.
ADVISORY FEES FOR NEW PORTFOLIOS
FIRST EXCESS OVER
$1 BILLION $1 BILLION
OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS* NET ASSETS*
--------- ------------ ------------
Small Cap Intrinsic Value Trust
* Aggregate Net Assets include the net assets of the Small Cap Intrinsic
Value Trust, a series of Xxxx Xxxxxxx Trust, and the Small Cap Intrinsic
Value Fund, a series of Xxxx Xxxxxxx Investment Trust.
BETWEEN BETWEEN
$50 MILLION $200 MILLION
FIRST AND AND EXCESS OVER
$50 MILLION $200 MILLION $500 MILLION $500 MILLION
OF AGGREGATE OF AGGREGATE OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS* NET ASSETS* NET ASSETS* NET ASSETS*
--------- ------------ ------------ ------------ ------------
Income Trust
* Aggregate Net Assets include the net assets of the Income Trust, a series
of Xxxx Xxxxxxx Trust, the Income Fund, a series of Xxxx Xxxxxxx Funds II,
the International Value Trust, a series of Xxxx Xxxxxxx Trust, the
International Value Fund, a series of Xxxx Xxxxxxx Funds II, the
International Small Cap Trust, a series of Xxxx Xxxxxxx Trust, the
International Small Cap Fund, a series of Xxxx Xxxxxxx Fund, the Global
Trust, a series of Xxxx Xxxxxxx Trust, the Global Fund, a series of Xxxx
Xxxxxxx Funds II, the Mutual Shares Trust, a series of Xxxx Xxxxxxx Trust,
the Mutual Shares Fund, a series of Xxxx Xxxxxxx Funds II
ALL AGGREGATE NET
PORTFOLIO ASSETS
--------- -----------------
Mutual Shares Trust
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FIRST EXCESS OVER
$500 MILLION $500 MILLION
OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS* NET ASSETS*
--------- ------------ ------------
Mid Cap Intersection Trust
* Aggregate Net Assets include the net assets of the Mid Cap Intersection
Trust, a series of Xxxx Xxxxxxx Trust, and the Mid Cap Intersection Fund, a
series of Xxxx Xxxxxxx Funds II.
FIRST EXCESS OVER
$100 MILLION $100 MILLION
OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS* NET ASSETS*
--------- ------------ ------------
Emerging Markets Value Trust
* Aggregate Net Assets include the net assets of the Emerging Markets Value
Trust, a series of Xxxx Xxxxxxx Trust, and the Emerging Markets Value Fund,
a series of Xxxx Xxxxxxx Funds II.
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FRANKLIN XXXXXXXXX FOUNDING ALLOCATION TRUST
The Adviser shall serve as investment adviser for the Franklin Xxxxxxxxx
Founding Allocation Trust.
The Trust will pay the Adviser, as full compensation for all services provided
under this Agreement with respect to the Franklin Xxxxxxxxx Founding Allocation
Trust, a fee computed separately for the Franklin Xxxxxxxxx Founding Allocation
Trust as follows (the "Adviser Fee"):
The Adviser Fee has two components: (a) a fee on net assets invested in
Affiliated Funds ("Affiliated Fund Assets") and (b) a fee on net assets not
invested in Affiliated Funds ("Other Assets"). Affiliated Funds are any fund of
Xxxx Xxxxxxx Trust, Xxxx Xxxxxxx Funds II and Xxxx Xxxxxxx Funds III excluding
the following Xxxx Xxxxxxx Trust funds: Money Market Trust B, 500 Index Trust B,
International Equity Index Trust B, Bond Index Trust B.
(a) The fee on Affiliated Fund Assets is stated as an annual percentage of the
current value of the net assets of the Franklin Xxxxxxxxx Founding Allocation
Trust determined in accordance with the following schedule, and that rate is
applied to the Affiliated Fund Assets of the Franklin Xxxxxxxxx Founding
Allocation Trust.
ADVISORY FEE ON AFFILIATED FUND ASSETS
NET ASSETS OF THE FRANKLIN XXXXXXXXX FOUNDING ALLOCATION TRUST
FIRST EXCESS OVER
$500 MILLION $500 MILLION
------------ ------------
(b) The fee on Other Assets is stated as an annual percentage of the current
value of the net assets of the Franklin Xxxxxxxxx Founding Allocation Trust
determined in accordance with the following schedule, and that rate is applied
to the Other Assets of the Franklin Xxxxxxxxx Founding Allocation Trust.
ADVISORY FEE ON OTHER ASSETS
NET ASSETS OF THE FRANKLIN XXXXXXXXX FOUNDING ALLOCATION TRUST
FIRST EXCESS OVER
$500 MILLION $500 MILLION
------------ ------------
For purposes of determining Net Assets of the Franklin Xxxxxxxxx Founding
Allocation Trust and calculating the fee on Affiliated Fund Assets and the fee
on Other Assets, the net assets of the Franklin Xxxxxxxxx Founding Allocation
Trust, Affiliated Fund Assets and Other Assets are determined as of the close of
business on the previous business day of the Trust.
The fee on Affiliated Fund Assets for the Franklin Xxxxxxxxx Founding
Allocation Trust shall be based on the applicable annual Affiliated Funds fee
rate for the Franklin Xxxxxxxxx Founding Allocation Trust which for each day
shall be equal to (i) the sum of the amounts determined by applying the annual
percentage rates in the Affiliated Funds Fee Table to the applicable portions of
Net Assets of the Franklin Xxxxxxxxx Founding Allocation Trust divided by (ii)
Net Assets of the Franklin Xxxxxxxxx Founding Allocation Trust (the "Applicable
Annual Affiliated Funds Fee Rate").
The fee on Other Assets for the Franklin Xxxxxxxxx Founding Allocation
Trust shall be based on the applicable annual Other Assets fee rate for the
Franklin Xxxxxxxxx Founding Allocation Trust which for each day shall be equal
to (i) the sum of the amounts determined by applying the annual percentage rates
in the Fee Table for Other Assets to the applicable portions of Net Assets of
the Franklin Xxxxxxxxx
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Founding Allocation Trust divided by (ii) Net Assets of the Franklin Xxxxxxxxx
Founding Allocation Trust (the "Applicable Annual Other Assets Fee Rate").
The fee on Affiliated Fund Assets for the Franklin Xxxxxxxxx Founding
Allocation Trust 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 Affiliated Funds Fee Rate, and multiplying this product by the Affiliated
Fund Assets of the Franklin Xxxxxxxxx Founding Allocation Trust. Fees shall be
paid either by wire transfer or check, as directed by the Adviser.
The fee on Other Assets for the Franklin Xxxxxxxxx Founding Allocation
Trust 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 Other Assets Fee
Rate, and multiplying this product by the Other Assets of the Franklin Xxxxxxxxx
Founding Allocation Trust. Fees shall be paid either by wire transfer or check,
as directed by the Adviser.
The daily Adviser Fee for the Franklin Xxxxxxxxx Founding Allocation Trust
shall be the sum of the daily fee on Affiliated Fund Assets and the daily fee on
Other Assets.
If, with respect to the Franklin Xxxxxxxxx Founding Allocation Trust, this
Agreement becomes effective or terminates, or if the manner of determining the
Applicable Annual Affiliated Funds Fee Rate or the Applicable Annual Other
Assets 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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