▇▇▇▇ ▇▇▇▇▇▇▇ FUNDS II
AMENDMENT TO ADVISORY AGREEMENT
AMENDMENT made this 30th day of June, 2006, to the Advisory Agreement dated
October 17, 2005, as amended, between ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, a Massachusetts
business trust (the "Trust") and ▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Services,
LLC (formerly, Manufacturers Securities 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 reflect changes to the advisory
fees of the
Core Bond
Dynamic Growth
Large Cap
Large Cap Value
Mid Cap Core
Special Value
Utilities
Value & Restructuring
Vista
as noted in the Amendment.
2. EFFECTIVE DATE
This Amendment shall become effective with respect to each fund set forth
above (except the Value & Restructuring Fund) (individually, the "Fund") on the
later of:
(i) the date of its execution and (ii) approval by the Board of Trustees of the
Trust of this Amendment.
This Amendment shall become effective with respect to the Value &
Restructuring Fund on the later of: (i) the date of its execution, (ii) October
1, 2006 and (iii) approval by the Board of Trustees of the Trust of this
Amendment.
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Services, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇, Executive Vice President
Appendix A
The Adviser shall serve as investment adviser for each 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 each 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
a Fund of the Trust. It also includes with respect to certain Funds 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 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 a 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.
Changes to the Advisory Fees of Existing Portfolios
Between
First $200 million
$200 million and Excess Over
of $400 million of $400 million of
Aggregate Aggregate Net Aggregate Net
Portfolio Net Assets Assets Assets
--------- ------------ --------------- ---------------
Core Bond(1)..........................
(1)For purposes of determining Aggregate Net Assets, the net assets of the Core
Bond Trust, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust, and the Core Bond Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
Between Between
First $250 million $500 million
$250 million and and Excess Over
of $500 million of $1 billion of $1 billion of
Aggregate Aggregate Net Aggregate Aggregate
Portfolio Net Assets Assets Net Assets Net Assets
--------- ------------ --------------- --------------- -------------
Dynamic Growth(1).....................
(1)For purposes of determining Aggregate Net Assets, the net assets of the
Dynamic Growth Trust, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust, and the Dynamic Growths
Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
2
Between Between
First $250 million $500 million
$250 million and and Excess Over
of $500 million of $750 million of $750 million of
Aggregate Aggregate Net Aggregate Aggregate
Portfolio Net Assets Assets Net Assets Net Assets
--------- ------------ --------------- --------------- -------------
Large Cap(1)..........................
(1)For purposes of determining Aggregate Net Assets, the net assets of the Large
Cap Trust, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust, and the Large Cap Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
Between
First $500 million Excess Over
$500 million and $1 billion $1 billion of
of Aggregate of Aggregate Aggregate Net
Portfolio Net Assets Net Assets Assets
Large Cap Value(1)............................
(1)For purposes of determining Aggregate Net Assets, the net assets of the Large
Cap Value Trust, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust, and the Large Cap Value Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
First Excess Over
Portfolio $500 million $500 million
Mid Cap Core........................................
Portfolio All Asset Levels
Special Value.......................................
Between Between
First $600 million $900 million Excess Over
$600 million and and $1.5 billion
of $900 million of $1.5 billion of of
Aggregate Aggregate Net Aggregate Net Aggregate
Portfolio Net Assets Assets Assets Net Assets
--------- ------------ --------------- --------------- -------------
Utilities(1)..........................
(1)For purposes of determining Aggregate Net Assets, the net assets of the
Utilities Trust, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust, and the Utilities Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
First Between
$500 million $500 million Excess Over
of and $1 billion $1 billion of
Aggregate of Aggregate Aggregate
Portfolio Net Assets Net Assets Net Assets
--------- ------------ -------------- -------------
Value & Restructuring(1)..............
(1)For purposes of determining Aggregate Net Assets, the net assets of the Value
& Restructuring Trust, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust, and the Value &
Restructuring Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
3
Between
First $200 million Between
$200 million and $400 million Excess Over
of $400 million of and $1 billion $1 billion of
Aggregate Aggregate Net of Aggregate Aggregate
Portfolio Net Assets Assets Net Assets Net Assets
--------- ------------ --------------- --------------- -------------
Vista(1)..............................
(1)For purposes of determining Aggregate Net Assets, the net assets of the Vista
Trust, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust, and the Vista Fund, a series of ▇▇▇▇
▇▇▇▇▇▇▇ Funds II, are included.
4