AMENDMENT No. 2 TO SUBADVISORY AGREEMENT MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
AMENDMENT No. 2 TO SUBADVISORY AGREEMENT
MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
AMENDMENT made as of this 2nd day of October, 2006 to the Subadvisory Agreement
dated October 17, 2005, as amended (the “Amendment”), between Xxxx Xxxxxxx Investment Management
Services, LLC (formerly Manufacturers Securities Services, LLC), a Delaware limited liability
company (the “Adviser”), and MFC Global Investment Management (U.S.A.) Limited, a Canadian
corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the
parties agree as follows:
1. CHANGE IN APPENDIX A
Appendix A of the Agreement, “Compensation of Subadviser”, is hereby amended to add the
following Portfolios:
Index 500 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
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 on the later to occur of: (i) approval of the Amendment
by the Board of Trustees of Xxxx Xxxxxxx Funds II (the “Trust”) 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 | |||||
| Name: | Xxxxx X. Xxxxx | |||||
| Title: | Executive Vice President | |||||
| MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED | ||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | SVP | |||||
APPENDIX A
The Subadviser shall serve as investment subadviser for the Portfolios of 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 each Portfolio at an
annual rate as follows (the “Subadviser Fee”):
| Between | ||||||||||||
| First | $250 million | Excess Over | ||||||||||
| $250 million | and $500million | $500 million | ||||||||||
| of Aggregate | of Aggregate | of Aggregate | ||||||||||
| Portfolio | Net Assets* | Net Assets* | Net Assets* | |||||||||
Index 500 Fund |
[ %] | [ %] | [ %] | |||||||||
| Between | ||||||||||||
| First | $1.5 billion | Excess Over | ||||||||||
| $1.5 billion | and $7.5 billion | $7.5 billion | ||||||||||
| of Aggregate | of Aggregate | of Aggregate | ||||||||||
| Portfolio | Net Assets* | Net Assets* | Net Assets* | |||||||||
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 |
[ %] | [ %] | [ %] | |||||||||
| * | The term Aggregate Net Assets includes the net assets of the Portfolio of the Trust. It also includes with respect to the 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 day of that fund. |
| Trust Portfolio(s) | Other Portfolio(s) | |
Index 500Fund
|
500 Index Trust, a series of Xxxx Xxxxxxx Trust |
A-1
| Trust Portfolio(s) | Other Portfolio(s) | |
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 | ||
| Each a series of Xxxx Xxxxxxx Funds II | ||
Lifecycle 2015 Portfolio
|
Lifecycle 2010 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 | ||
| Each a series of Xxxx Xxxxxxx Funds II | ||
Lifecycle 2020 Portfolio
|
Lifecycle 2010 Portfolio | |
| Lifecyle 2015 Portfolio | ||
| Lifecycle 2025 Portfolio | ||
| Lifecycle 2030 Portfolio | ||
| Lifecycle 2035 Portfolio | ||
| Lifecycle 2040 Portfolio | ||
| Lifecycle 2045 Portfolio | ||
| Lifecycle 2050 Portfolio | ||
| Lifecycle Retirement Portfolio | ||
| Each a series of Xxxx Xxxxxxx Funds II |
A-2
| Trust Portfolio(s) | Other Portfolio(s) | |
Lifecycle 2025 Portfolio
|
Lifecycle 2010 Portfolio | |
| Lifecycle 2015 Portfolio | ||
| Lifecycle 2020 Portfolio | ||
| Lifecycle 2030 Portfolio | ||
| Lifecycle 2035 Portfolio | ||
| Lifecycle 2040 Portfolio | ||
| Lifecycle 2045 Portfolio | ||
| Lifecycle 2050 Portfolio | ||
| Lifecycle Retirement Portfolio | ||
| Each a series of Xxxx Xxxxxxx Funds II | ||
Lifecycle 2030 Portfolio
|
Lifecycle 2010 Portfolio | |
| Lifecycle 2015 Portfolio | ||
| Lifecycle 2020 Portfolio | ||
| Lifecycle 2025 Portfolio | ||
| Lifecycle 2035 Portfolio | ||
| Lifecycle 2040 Portfolio | ||
| Lifecycle 2045 Portfolio | ||
| Lifecycle 2050 Portfolio | ||
| Lifecycle Retirement Portfolio | ||
| Each a series of Xxxx Xxxxxxx Funds II | ||
Lifecycle 2035 Portfolio
|
Lifecycle 2010 Portfolio | |
| Lifecycle 2015 Portfolio | ||
| Lifecycle 2020 Portfolio | ||
| Lifecycle 2025 Portfolio | ||
| Lifecycle 2030 Portfolio | ||
| Lifecycle 2040 Portfolio | ||
| Lifecycle 2045 Portfolio | ||
| Lifecycle 2050 Portfolio | ||
| Lifecycle Retirement Portfolio | ||
| Each a series of Xxxx Xxxxxxx Funds II | ||
Lifecycle 2040 Portfolio
|
Lifecycle 2010 Portfolio | |
| Lifecycle 2015 Portfolio |
A-3
| Trust Portfolio(s) | Other Portfolio(s) | |
| Lifecycle 2020 Portfolio | ||
| Lifecycle 2025 Portfolio | ||
| Lifecycle 2030 Portfolio | ||
| Lifecycle 2035 Portfolio | ||
| Lifecycle 2045 Portfolio | ||
| Lifecycle 2050 Portfolio | ||
| Lifecycle Retirement Portfolio | ||
| Each a series of Xxxx Xxxxxxx Funds II | ||
Lifecycle 2045 Portfolio
|
Lifecycle 2010 Portfolio | |
| Lifecycle 2015 Portfolio | ||
| Lifecycle 2020 Portfolio | ||
| Lifecycle 2025 Portfolio | ||
| Lifecycle 2030 Portfolio | ||
| Lifecycle 2035 Portfolio | ||
| Lifecycle 2040 Portfolio | ||
| Lifecycle 2050 Portfolio | ||
| Lifecycle Retirement Portfolio | ||
| Each a series of Xxxx Xxxxxxx Funds II | ||
Lifecycle 2050 Portfolio
|
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 Retirement Portfolio | ||
| Each a series of Xxxx Xxxxxxx Funds II | ||
Lifecycle Retirement Portfolio
|
Lifecycle 2010 Portfolio | |
| Lifecycle 2015 Portfolio | ||
| Lifecycle 2020 Portfolio | ||
| Lifecycle 2025 Portfolio | ||
| Lifecycle 2030 Portfolio | ||
| Lifecycle 2035 Portfolio |
A-4
| Trust Portfolio(s) | Other Portfolio(s) | |
| Lifecycle 2040 Portfolio | ||
| Lifecycle 2045 Portfolio | ||
| Lifecycle 2050 Portfolio | ||
| Each a series of Xxxx Xxxxxxx Funds II |
The Subadviser Fee for the 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 the Aggregate Net Assets
divided by (ii) the 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.
A-5
