XXXX XXXXXXX FUNDS II
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT made this ___ day of ______, 2007, to the Advisory Agreement
dated October 17, 2005, as amended, 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. CHANGE IN APPENDIX A
Appendix A to this Agreement is revised to add the advisory fees of the
following funds:
Retirement Income Portfolio
Retirement Rising Income Portfolio
2. EFFECTIVE DATE
This Amendment shall become effective with respect to each fund set
forth above (individually, a "Fund") on the later of:
(i) the date of its execution, (ii) approval by the Board of Trustees of the
Trust of this Amendment, and (iii) if applicable, the date of the meeting of
shareholders (or sole shareholder, if applicable) of the Fund called for the
purpose of voting on this Amendment, at which meeting this Amendment shall have
been approved by the vote of a majority of the outstanding voting securities (as
defined in the Investment Company Act of 1940, as amended) of the Fund.
XXXX XXXXXXX FUNDS II
By:
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Name:
Title:
XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC
By:
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Name:
Title:
APPENDIX A
The Adviser shall serve as investment adviser for the portfolios listed below.
Retirement Income Portfolio
Retirement Rising Income Portfolio
(collectively, the "Retirement Portfolios")
The Trust will pay the Adviser, as full compensation for all services
provided under this Agreement with respect to each Retirement Portfolio, a fee
computed separately for each Retirement Portfolio 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 Funds II and Xxxx Xxxxxxx Funds III.
(a) The fee on Affiliated Fund Assets is stated as an annual percentage
of the current value of the aggregate net assets of all the Retirement
Portfolios determined in accordance with the following schedule and that rate is
applied to the Affiliated Fund Assets of each Retirement Portfolio.
ADVISORY FEE ON AFFILIATED FUND ASSETS
AGGREGATE NET ASSETS OF RETIREMENT PORTFOLIOS
FIRST EXCESS OVER
$7.5 BILLION $7.5 BILLION
------------ ------------
0.060% 0.050%
(b) The fee on Other Assets is stated as an annual percentage of the
current value of the aggregate net assets of all the Retirement Portfolios
determined in accordance with the following schedule, and that rate is applied
to the Other Assets of each Retirement Portfolio.
ADVISORY FEE ON OTHER ASSETS
AGGREGATE NET ASSETS OF RETIREMENT PORTFOLIOS
FIRST EXCESS OVER
$7.5 BILLION $7.5 BILLION
------------ ------------
0.510% 0.500%
With respect to each Retirement Portfolio, the term "Aggregate Net
Assets of Retirement Portfolios" in the schedules above include the net assets
of the particular Retirement Portfolio. These terms also includes the net assets
of each of the other Retirement Portfolios, but in each case only for the period
during which the subadviser for the particular Retirement Portfolio also serves
as the subadviser for the other Retirement Portfolios and only with respect to
the net assets of such other Retirement Portfolios that are managed by the
subadviser.
For purposes of determining Aggregate Net Assets of Retirement
Portfolios and calculating the fee on Affiliated Fund Assets and the fee on
Other Assets, the net assets of each Retirement Portfolio, the net assets of
each Retirement Portfolio invested in Affiliated Funds and the net assets of
each Retirement Portfolio invested in Other Assets are determined as of the
close of business on the previous business day of the Trust.
A-1
The fee on Affiliated Fund Assets for each Retirement Portfolio shall
be based on the applicable annual Affiliated Funds fee rate for the Retirement
Portfolios 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
Affiliated Funds to the applicable portions of Aggregate Net Assets of
Retirement Portfolios divided by (ii) Aggregate Net Assets of Retirement
Portfolios (the "Applicable Annual Affiliated Funds Fee Rate").
The fee on Other Assets for each Retirement Portfolio shall be based on
the applicable annual Other Assets fee rate for the Retirement Portfolios 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 Aggregate Net Assets of Retirement Portfolios divided by (ii)
Aggregate Net Assets of Retirement Portfolios (the "Applicable Annual Other
Assets Fee Rate").
The fee on Affiliated Fund Assets for each Retirement 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 Affiliated Funds Fee Rate,
and multiplying this product by the Affiliated Fund Assets of the Retirement
Portfolio. Fees shall be paid either by wire transfer or check, as directed by
the Adviser.
The fee on Other Assets for each Retirement 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 Other Assets Fee Rate, and multiplying this
product by the Other Assets of the Retirement Portfolio. Fees shall be paid
either by wire transfer or check, as directed by the Adviser.
The daily Adviser Fee for each Retirement Portfolio shall be the sum of
the daily fee on Affiliated Fund Assets and the daily fee on Other Assets.
If, with respect to any Retirement Portfolio, 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 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-2
