AMENDMENT TO SUBADVISORY AGREEMENT
FUND ASSET MANAGEMENT, L.P.
AMENDMENT made as of this 1st day of June, 2006 to the Subadvisory
Agreement dated October 17, 2005 (the "Agreement"), between ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management Services, LLC, a Delaware limited liability company (the
"Adviser"), and Fund Asset Management, L.P., a Delaware limited partnership (the
"Subadviser").
WHEREAS, Adviser and Subadviser desire to amend the Agreement as permitted
by section 11 of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained and
agreements contained in this Amendment, the parties agree as follows:
1. CHANGE IN APPENDIX A
Appendix A of the Agreement relating to compensation of the Subadviser
shall be deleted and replaced by the attached Appendix A.
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 ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II and
(ii) execution of the Amendment.
3. AGREEMENT VALIDITY
Except as provided for herein, all other provisions of the Agreement shall
remain in full force and effect.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
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.
▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT SERVICES, LLC
By: ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company (U.S.A.), its managing member
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President
FUND ASSET MANAGEMENT, L.P.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
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APPENDIX A
The Subadviser shall serve as investment subadviser for the Portfolio of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II (the "Trust") listed below. The Adviser will pay the
Subadviser, as full compensation for all services provided under this Agreement
with respect to the Portfolio, the fee computed separately for such Portfolio at
an annual rate as follows (the "Subadviser Fee"):
Between
First $500 million and Excess over
$500 million of Aggregate $1 billion of Aggregate $1 billion of Aggregate
Portfolio Net Assets Net Assets Net Assets
Large Cap Value Fund
*The term Aggregate Net Assets includes the net assets of a 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 business
day of that fund.
Trust Portfolio(s) Other Portfolio(s)
Large Cap Value Fund -- Large Cap Value Trust, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust
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 Aggregate Net Assets divided by (ii)
Aggregate Net Assets (the "Applicable Annual Fee Rate"). The Subadviser Fee for
the 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 the 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 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.
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