Exhibit h(8)
AMENDMENT NO. 1
TO
EXPENSE LIMITATION AGREEMENT
▇▇▇▇▇ ▇▇▇▇▇▇ Trust II
▇▇▇▇▇ ▇▇▇▇▇▇ Capital Preservation Fund
AMENDMENT NO. 1, effective as of May 13, 2002, by and between ▇▇▇▇▇ ▇▇▇▇▇▇
Fund Management LLC (the "Manager") and ▇▇▇▇▇ ▇▇▇▇▇▇ Trust II (the "Trust"), on
behalf of the Trust's series ▇▇▇▇▇ ▇▇▇▇▇▇ Capital Preservation Fund (the
"Fund").
WHEREAS, the Trust and the Manager have entered into an Expense Limitation
Agreement dated as of March 29, 2002 ("Expense Limitation Agreement"), pursuant
to which the Manager has agreed, under certain circumstances, to maintain the
expenses of the Fund at a level below the level to which the Fund may otherwise
be subject; and
WHEREAS, the Trust and the Manager wish to agree to a further limitation
of the Fund's expenses under certain circumstances;
NOW THEREFORE, the parties hereto agree as follows:
1. Replacement of Schedule A.
Schedule A to the Expense Limitation Agreement is hereby deleted in
its entirety and replaced with Schedule A attached hereto.
2. No Other Changes.
Except as provided herein, the Expense Limitation Agreement remains
unchanged. The Expense Limitation Agreement, as amended hereby, is and remains
in full force and effect, and this Amendment and the Expense Limitation
Agreement shall be read and construed as one agreement.
The undersigned officer of the Trust has executed this Amendment not
individually, but as an officer under the Declaration of Trust of the Trust and
the obligations of this Amendment are not binding upon any of the Trustees,
officers or shareholders of the Trust individually.
IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by
their respective officers thereunto duly authorized as of the day and year
first above written.
▇▇▇▇▇ ▇▇▇▇▇▇ TRUST II
On behalf of ▇▇▇▇▇ ▇▇▇▇▇▇ Capital Preservation
Fund
By:
/s/ R. ▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: R. ▇▇▇ ▇▇▇▇▇▇
Title: President
▇▇▇▇▇ ▇▇▇▇▇▇ FUND
MANAGEMENT LLC
By:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
Schedule A
OPERATING EXPENSE LIMITS
Maximum Operating Expense Limit
(as a percentage of average net assets)*
Class A Class B Class L
▇▇▇▇▇ ▇▇▇▇▇▇ Capital Preservation Fund 1.95%** 2.70%** 2.70%**
--------------------
* Effective through to the Guarantee Maturity Date; thereafter this limit is
subject to change if the Agreement is extended as contemplated in paragraph
4.4.
** During any period in which the Fund's assets are required to be invested in
a Defeasance Portfolio (as defined below) pursuant to the Financial
Guarantee Agreement referred to below, the Maximum Operating Expense Limit
(as a percentage of average net assets) with respect to those assets
comprising the Defeasance Portfolio shall be: 1.55% Class A, 2.30% Class B
and 2.30% Class L. The Maximum Operating Expense Limit (as a percentage of
average net assets) with respect to assets other than the Defeasance
Portfolio (the "Other Assets") shall remain as set forth in the table
above, and the Fund Operating Expenses subject to such Maximum Operating
Expense Limit for the Other Assets shall be payable solely from the Other
Assets and not from the Defeasance Portfolio.
As used herein the term Defeasance Portfolio shall have the meaning
ascribed thereto in that certain Financial Guarantee Agreement, dated as of
March 29, 2002, among the Manager, the Trust and Ambac Assurance
Corporation, as such agreement is in effect from time to time.