AMENDMENT TO SUBADVISORY AGREEMENT
▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
AMENDMENT made as of this 17th day of January, 2008 to the Subadvisory
Agreement dated January 28, 1999, as amended (the "Agreement"), between ▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Services, LLC, a Delaware limited liability
company (the "Adviser"), and ▇. ▇▇▇▇ Price Associates, Inc., a Maryland
Corporation (the "Subadviser"). In consideration of the mutual covenants
contained herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Appendix A of the Agreement, "Compensation of Subadviser," is hereby
amended to add the following portfolio:
U.S. Global Leaders Growth Trust
2. SUBADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full force
and effect.
2. EFECTIVE DATE
This Amendment shall become effective on the later to occur of (i) approval
of this amendment by the Trustees of the ▇▇▇▇ ▇▇▇▇▇▇▇ Trust, (ii) the date of
its execution and (iii) immediately after the effective time of the resignation
of the existing subadviser to the U.S. Global Leaders Growth Trust.
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: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President
▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
APPENDIX A
The Subadviser shall serve as co-subadviser for the Portfolio of 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"):
Portfolio at an annual rate as follows (the "Subadviser Fee"):
FIRST EXCESS OVER
$500 MILLION $500 MILLION
OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS* NET ASSETS*
--------- ------------ ------------
U.S. Global Leaders Growth Trust [_]% [_]%
* The term Aggregate Net Assets for a given day includes the net assets of
the Portfolio managed by the Subadviser. It also includes the net assets of
one or more other portfolios of the Trust or other portfolios managed by
the Subadviser as indicated below, but in each case only for the period
during which the Subadviser for the Portfolio also serves as the subadviser
or co-subadviser for the other portfolio(s). For purposes of determining
Aggregate Net Assets and calculating the Subadviser Fee for a given day,
the net assets of the Portfolio and each other portfolio of the Trust are
determined by the Custodian as of the close of business on the previous
business day of the Trust, and the net assets of each other portfolio are
determined as of the close of business on the previous business day of that
other portfolio.
Trust Portfolio(s) Other Portfolio(s)
------------------ ------------------
U.S. Global Leaders Growth Trust -- U.S. Global Leaders Growth Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
The Subadviser Fee for a 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 that are
managed by the Subadviser. 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.