▇▇▇▇ ▇▇▇▇▇▇▇ FUNDS II
AMENDMENT TO SUBADVISORY AGREEMENT
WESTERN ASSET MANAGEMENT COMPANY
AMENDMENT made as of this ___ day of _____ 2007 to the Subadvisory
Agreement dated April 28, 2006, as amended (the "Agreement"), between ▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Services, LLC, a Delaware limited liability
company (the "Adviser"), and Western Asset Management Company, a Delaware
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 relating to compensation of the Subadviser is
amended to add the following portfolio:
Floating Rate Income Fund
2. EFECTIVE 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.
(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:
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Name:
Title:
WESTERN ASSET MANAGEMENT COMPANY
By:
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Name:
Title:
APPENDIX A
The Subadviser shall serve as investment subadviser for each 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 each
Portfolio, the fee computed separately for such 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*
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Floating Rate Income Fund [___%] [___%]
* The term Aggregate Net Assets for a given day includes the net assets of a
Portfolio of the Trust. It also includes the net assets of one or more
other portfolios of the Trust or other trusts 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 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 portfolio of
each other fund or trust are determined as of the close of business on the
previous business day of that fund.
Trust Portfolio(s) Other Portfolio(s)
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Floating Rate Income Fund -- Floating Rate Income Trust, a series of ▇▇▇▇
▇▇▇▇▇▇▇ Trust
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. 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 any 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.