AMENDMENT 1 TO ▇▇▇▇ ▇▇▇▇▇▇▇ FUNDS II SUBADVISORY AGREEMENT
RCM Capital Management LLC
AMENDMENT made as of this 6th day of October, 2006 to the ▇▇▇▇ ▇▇▇▇▇▇▇
Funds II Subadvisory Agreement dated April 28, 2006 (the "Agreement"), between
▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Services, LLC, a Delaware limited liability
company (the "Adviser"), and RCM Capital Management LLC, a Delaware limited
liability company (the "Subadviser"). :
Whereas Subadviser currently serves as investment adviser to the Trustees
of the ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II for the Emerging Small Company Fund;
Whereas Subadviser now undertakes to act as investment subadviser to, and,
subject to the supervision of the Trustees of the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust for assets
of an additional fund of the ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II;
NOW, THEREFORE, in consideration of the mutual covenants contained herein
the parties hereto agree as follows:
1. CHANGE IN APPENDIX A
Appendix A of the Agreement, "Compensation of Subadviser," is hereby
amended to add to Appendix A the following portfolio (the "Portfolio") and to
provide for the compensation of the Subadviser with respect thereto as described
in Appendix A to this Amendment:
Science & Technology Fund
2. SUBADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full force
and effect.
2. EFFECTIVE DATE
This Amendment shall become effective on the later to occur of (i) approval
of this amendment by the Trustees of the ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II (the "Trust") and
(ii) the date of its execution.
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: EVP, Investment Management Services
RCM Capital Management, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Investment Officer
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"):
Excess Over
First $500 million $500 Million of
Portfolio of Aggregate Net Aggregate Net
Assets* Assets*
Science & Technology Fund.............
*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)
Science & Technology Fund -- Science & Technology 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 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.
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