▇▇▇▇ ▇▇▇▇▇▇▇ funds ii
AMENDMENT TO SUBADVISORY AGREEMENT
BlackRock Investment Management, LLC
AMENDMENT made as of this 1st day of December, 2006 to the Subadvisory
Agreement dated September 30, 2006 (the "Agreement"), as amended, between ▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Services, LLC, a Delaware limited partnership (the
"Adviser"), and BlackRock Investment Management, LLC (the "Subadviser"). In
consideration of the mutual covenants contained herein, the parties agree as
follows:
1. CHANGE IN APPENDIX A
Appendix A is hereby amended to change the compensation of the Large Cap
Value Fund (the "Portfolio").
2. EFECTIVE DATE
This Amendment shall become effective upon the later to occur of: (i)
approval of the Amendment by the Board of Trustees of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, and
(ii) execution of the Amendment.
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
Blackrock Investment Management, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Managing Director
APPENDIX A
The Subadviser shall serve as investment subadviser for the Portfolio of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II 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 Between Between Excess Over
First $500 million and $1 billion and $1.5 billion and $2 billion of
$500 million of $1 billion of Aggregate $1.5 billion of Aggregate $2 billion of Aggregate Aggregate Net
Portfolio Aggregate Net Assets* Net Assets* Net Assets* Net Assets* Assets*
Large Cap Value
*The term Aggregate Net Assets includes the net assets of a Portfolio of ▇▇▇▇
▇▇▇▇▇▇▇ Funds II. 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 ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II are determined as of the close of
business on the previous business day of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, 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.