AMENDMENT TO SCHEDULE I OF THE INVESTMENT ADVISORY AGREEMENT

Exhibit (d-2)

AMENDMENT TO SCHEDULE I

OF THE INVESTMENT ADVISORY AGREEMENT

Pursuant to the Investment Advisory Agreement (the “Agreement”) November 2, 2009 by and between The Xxxxx Funds II, and Xxxx Xxxxx Management, LLC, as amended, the parties agree to amend the Agreement effective September 17, 2019 as follows:

1. Schedule I of the Agreement is hereby deleted in its entirety and replaced with Schedule I as attached and incorporated by reference to this Amendment.

2. Except as provided herein, the terms and conditions contained in the Agreement shall remain in full force and effect. Capitalized terms herein that are not defined shall have the meanings ascribed to them in the Agreement.

IN WITNESS WHEREOF, the parties by their duly authorized officers, have caused this Agreement to be executed as of the date first written above.

THE XXXXX FUNDS II						XXXX XXXXX MANAGEMENT, LLC
By:		/s/ Xxxx Xxxxx				By:		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx				Name:		Xxxx Xxxxx
Title:		General Counsel				Title:		General Counsel

SCHEDULE I

Name of Portfolio		Annual Fee as Percentage of Average Daily Net Assets		Reapproval Date
Xxxxx Spectra Fund		.90% for assets up to $2 billion; .75% for assets between $2 billion and $4 billion; .65% for assets between $4 billion and $6 billion; .55% for assets between $6 billion and $8 billion; .45% for assets in excess of $8 billion		October 00
Xxxxx Responsible Investing Fund		.71 % for assets up to $1 billion; .65% for assets in excess of $1 billion		October 00
Xxxxx Dynamic Opportunities Fund		1.20% for assets up to $1 billion; 1.00% for assets in excess of $1 billion		October 00
Xxxxx Emerging Markets Fund		.75%		October 31