AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
FUND ASSET MANAGEMENT, L.P.
AMENDMENT made as of this 1st day of June, 2006 to the Subadvisory
Agreement dated May 1, 2003, as amended on October 17, 2005 (the "Agreement"),
between ▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Services, LLC (formerly Manufacturers
Securities 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 No. 2, 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 ▇▇▇▇ ▇▇▇▇▇▇▇ Trust 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 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
APPENDIX A
The Subadviser shall serve as investment 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"):
BETWEEN
FIRST $500 MILLION AND EXCESS OVER
$500 MILLION OF $1 BILLION OF AGGREGATE $1 BILLION OF AGGREGATE
PORTFOLIO AGGREGATE NET ASSETS NET ASSETS NET ASSETS
--------- -------------------- ----------------------- -----------------------
Large Cap Value...
* 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 Trust -- Large Cap Value Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇
Funds II
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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