XXXX XXXXXXX FUNDS II
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT made this ___ day of _____, 2006, 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 (formerly, Manufacturers Securities Services, LLC), a Delaware limited
liability company ("MSS" 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:
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 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:
Name:
Title:
XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC
By: Xxxx Xxxxxxx Life Insurance Company (U.S.A.), Managing Member
By:
Name:
Title:
APPENDIX A
(500 Index Fund)
The Adviser shall serve as investment adviser for the 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 the 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
the Fund of the Trust. It also includes 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 fund 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 the 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.
500 Index Fund: 0.470% -- first $500 million; and 0.460% -- excess over $500
million
(Aggregate Net Assets include the net assets of the 500 Index Fund and the 500
Index Trust, a series of Xxxx Xxxxxxx Trust)
(Lifecycle Portfolios)
The Adviser shall serve as investment adviser for each Lifecycle Portfolio
listed below.
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
(collectively, the "Lifecycle Portfolios")
A-1
The Trust will pay the Adviser, as full compensation for all services provided
under this Agreement with respect to each Lifecycle Portfolio, a fee computed
separately for each Lifecycle Portfolio as follows (the "Adviser Fee").
The Adviser Fee has two components: (a) a fee on assets invested in Affiliated
Funds (as defined below) ("Affiliated Fund Assets") and (b) a fee on assets not
invested in Affiliated Funds ("Other Assets").
The fee on Affiliated Fund Assets is stated as an annual percentage of the
current value of the aggregate Affiliated Fund assets of all the Lifecycle
Portfolios determined in accordance with the following schedule and that rate is
applied to the Affiliated Fund Assets of each Lifecycle Portfolio.
Fee Table for Affiliated Fund Assets
First Excess over
$7.5 billion $7.5 billion
Aggregate Assets of Lifecycle
Portfolios invested in Affiliated 0.050% 0.040%
Funds*
*Affiliated Funds are those funds advised by the Adviser or by an adviser that
is under common control with the Adviser.
The fee on Other Assets is stated as an annual percentage of the current value
of the aggregate Other Assets of all the Lifecycle Portfolios determined in
accordance with the following schedule and that rate is applied to the Other
Assets of each Lifecycle Portfolio.
Fee Table for Other Assets
First Excess over
$7.5 billion $7.5 billion
Aggregate Assets of Lifecycle
Portfolios invested in Other Assets 0.500% 0.490%
The terms "Aggregate Assets of Lifecycle Portfolios invested in Affiliated
Funds" and "Aggregate Asset of Lifecycle Portfolios in Other Assets"
(collectively, "Aggregate Net Asset") in the schedule above include the net
assets of the particular Lifecycle Portfolio. These terms also includes the net
assets of each of the other Lifecycle Portfolios, but in each case only for the
period during which the subadviser for the particular Lifecycle Portfolio also
serves as the subadviser for the other Lifecycle Portfolios and only with
respect to the net assets of such other Lifecycle Portfolios that are managed by
the subadviser.
For purposes of determining Aggregate Net Assets and calculating the fee on
Affiliated Fund Assets and the fee on Other Assets, the net assets of each
Lifecycle Portfolio invested in Affiliated Funds and the net assets of each
Lifecycle Portfolio invested in Other Assets are determined as of the close of
business on the previous business day of the Trust.
The fee on Affiliated Funds Assets for each Lifecycle Portfolio shall be
based on the applicable annual Affiliated Funds fee rate for the Lifecycle
Portfolio 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 Aggregate Assets Invested in Affiliated
Funds divided by (ii) Aggregate Assets Invested in Affiliated Funds (the
"Applicable Annual Affiliated Funds Fee Rate").
A-2
The fee on Other Assets for each Lifecycle Portfolio shall be based on the
applicable annual Other Assets fee rate for the Lifecycle Portfolio 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 Other Assets divided by (ii) Aggregate Assets Invested in Other
Assets (the "Applicable Annual Other Assets Fee Rate").
The fee on Affiliated Fund Assets for each Lifecycle 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 Lifecycle
Portfolio. Fees shall be paid either by wire transfer or check, as directed by
the Adviser.
The fee on Other Assets for each Lifecycle 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 Lifecycle Portfolios. Fees shall be paid
either by wire transfer or check, as directed by the Adviser.
The daily Adviser Fee for each Lifecycle 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 Lifecycle 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-3
