Exhibit (a)(1)(ii)
BRIGHTHOUSE FUNDS TRUST II
AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND
DECLARATION OF TRUST
The undersigned, being at least a majority of the Trustees of Brighthouse Funds Trust II (the “Trust”), having determined it to be consistent with the fair and equitable treatment of all shareholders of the Trust, hereby amend the Trust’s Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”) as follows:
| 1. | Section 5.1 of Article V is hereby amended by adding the following text at the end thereof: |
For the purposes of this Declaration of Trust, if authorized by the Trustees in their sole discretion, Shareholders and proxyholders may, virtually by telephonic or any electronic means: (i) participate in a meeting of Shareholders; and (ii) be deemed present in person and vote at a meeting of Shareholders whether such meeting is to be held at a designated place or solely virtually by telephonic or any electronic means, in accordance with any applicable provisions of the By-Laws.
| 2. | Effective January 1, 2022, the address of the Trust is: |
125 High Street
Suite 732
Boston, Massachusetts 02110
| 3. | Effective January 1, 2022, the address of the Trustees is: |
c/o Brighthouse Funds Trust I
125 High Street
Suite 732
Boston, Massachusetts 02110
[The remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, we have hereunto set our hand for ourselves and for our successors and assigns as of the 1st day of December, 2021.
| | | | |
/s/ Stephen M. Alderman | | | | /s/ Barbara A. Nugent |
Stephen M. Alderman, Trustee | | | | Barbara A. Nugent, Trustee |
and not individually | | | | and not individually |
| | |
/s/ Robert J. Boulware | | | | /s/ John Rosenthal |
Robert J. Boulware, Trustee | | | | John Rosenthal, Trustee |
and not individually | | | | and not individually |
| | |
/s/ Susan C. Gause | | | | /s/ Dawn M. Vroegop |
Susan C. Gause, Trustee | | | | Dawn M. Vroegop, Trustee |
and not individually | | | | and not individually |
| | |
/s/ Nancy Hawthorne | | | | |
Nancy Hawthorne, Trustee | | | | |
and not individually | | | | |