▇▇▇▇ ▇▇▇▇▇▇▇ FUNDS II
SUBADVISORY AGREEMENT
AGREEMENT made this 30th day of September, 2006, between ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management Services, LLC, a Delaware limited liability company (the
"Adviser"), and BlackRock Investment Management, LLC (the "Subadviser"). In
consideration of the mutual covenants contained herein, the parties agree as
follows:
1. APPOINTMENT OF SUBADVISER
The Subadviser undertakes to act as investment subadviser to, and, subject
to the supervision of the Trustees of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II (the "Funds II
Trust") and the terms of this Agreement, to manage the investment and
reinvestment of the assets of the Portfolios specified in Appendix A to this
Agreement as it shall be amended by the Adviser and the Subadviser from time to
time (the "Portfolios"). The Subadviser will be an independent contractor and
will have no authority to act for or represent the Funds II Trust or Adviser in
any way except as expressly authorized in this Agreement or another writing by
the Funds II Trust and Adviser.
2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE FUNDS II TRUST
a. Subject always to the direction and control of the Trustees of the Funds II
Trust, the Subadviser will manage the investments and determine the
composition of the assets of the Portfolios in accordance with the
Portfolios' registration statement, as amended. In fulfilling its
obligations to manage the investments and reinvestments of the assets of
the Portfolios, the Subadviser will:
i. obtain and evaluate pertinent economic, statistical, financial and other
information affecting the economy generally and individual companies or
industries the securities of which are included in the Portfolios or are
under consideration for inclusion in the Portfolios;
ii. formulate and implement a continuous investment program for each
Portfolio consistent with the investment objectives and related investment
policies for each such Portfolio as described in the Funds II Trust's
registration statement, as amended;
iii. take whatever steps are necessary to implement these investment
programs by the purchase and sale of securities including the placing of
orders for such purchases and sales;
iv. regularly report to the Trustees of the Funds II Trust with respect to
the implementation of these investment programs; and
v. provide assistance to the Funds II Trust's Custodian regarding the fair
value of securities held by the Portfolios for which market quotations are
not readily available.
b. The Subadviser, at its expense, will furnish (i) all necessary investment
and management facilities, including salaries of personnel required for it
to execute its duties faithfully, and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the investment affairs of the Portfolios (excluding
determination of net asset value and shareholder accounting services).
c. The Subadviser will select brokers and dealers, including affiliated
broker-dealers, to effect all transactions subject to the following
conditions: The Subadviser will place all necessary orders with brokers,
dealers, or issuers, and will negotiate brokerage commissions if
applicable. The Subadviser is directed at all times to seek to execute
brokerage transactions for the Portfolios in accordance with all applicable
"best execution" principles and such policies or practices as may be
established by the Trustees and described in the Funds II Trust's
registration statement as amended. The Subadviser may negotiate and pay a
broker-dealer which provides research and brokerage services a higher
spread or commission for a particular transaction than otherwise might have
been charged by another broker-dealer, if the Subadviser determines that
the higher spread or commission is reasonable in relation to the value of
the brokerage and research services that such broker-dealer provides,
viewed in terms of either the particular transaction or the Subadviser's
overall responsibilities with respect to accounts managed by the
Subadviser. The Subadviser may use for the benefit of the Subadviser's
other clients, or make available to companies affiliated with the
Subadviser or to its directors for the benefit of its clients, any such
brokerage and research services that the Subadviser obtains from brokers or
dealers.
d. On occasions when the Subadviser deems the purchase or sale of a security
to be in the best interest of the Portfolio as well as other clients of the
Subadviser, the Subadviser to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the
securities to be purchased or sold to attempt to obtain a more favorable
price or lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Subadviser in the
manner the Subadviser considers to be the most equitable and consistent
with its fiduciary obligations to the Portfolio and to its other clients.
e. The Subadviser will maintain all accounts, books and records with respect
to the Portfolios as are required of an investment adviser of a registered
investment company pursuant to the Investment Company Act of 1940 (the
"Investment Company Act") and Investment Advisers Act of 1940 (the
"Investment Advisers Act") and the rules thereunder.
f. The Subadviser shall vote proxies relating to the Portfolio's investment
securities in accordance with the Trust's proxy voting policies and
procedures, which shall be in conformance with Rule 206(4)-6 under the
Investment Advisers Act. The Subadviser shall review its proxy voting
activities on a periodic basis with the Trustees.
3. COMPENSATION OF SUBADVISER
The Adviser will pay the Subadviser with respect to each Portfolio the
compensation specified in Appendix A to this Agreement.
4. LIABILITY OF SUBADVISER
Neither the Subadviser nor any of its directors, officers or employees
shall be liable to the Adviser, its officers, directors, agents, employees,
controlling persons or shareholders; or to the Funds II Trust or any shareholder
of the Funds II Trust, for any act or omission in the course of, or in
connection with, rendering services hereunder, including without limitation, any
error of judgment or mistake of law or for any loss suffered by the Adviser or
Funds II Trust in connection with the matters to which this Agreement relates
except for losses resulting from willful misfeasance, bad faith or gross
negligence in the performance of, or from the reckless disregard of, the duties
of the Subadviser or any of its directors, officers, partners, agents,
employees, controlling persons, shareholders, and any other person or entity
affiliated with the Subadviser.
5. CONFLICTS OF INTEREST
It is understood that trustees, officers, agents and shareholders of the
Funds II Trust are or may be interested in the Subadviser as trustees, officers,
members or otherwise; that employees, agents and partners of the Subadviser are
or may be interested in the Funds II Trust as trustees, officers, shareholders
or otherwise; that the Subadviser may be interested in the Funds II Trust; and
that the existence of any such dual interest shall not affect the validity
hereof or of any transactions hereunder except as otherwise provided in the
Agreement and Declaration of Trust of the Funds II Trust and the Limited
Liability Company agreement of the Subadviser, respectively, or by specific
provision of applicable law.
6. REGULATION
The Subadviser shall submit to all regulatory and administrative bodies
having jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
7. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective with respect to each Portfolio on the
later of (i) its execution and (ii) the date of the meeting of the Board of
Trustees of the Funds II Trust, at which meeting this Agreement is approved as
described below. The Agreement will continue in effect for a period more than
two years from the date of its execution only so long as such continuance is
specifically approved at least annually either by the Trustees of the Funds II
Trust or by a majority of the outstanding voting securities of each of the
Portfolios, provided that in either event such continuance shall also be
approved by the vote of a majority of the Trustees of the Funds II Trust who are
not interested persons (as defined in the Investment Company Act) of any party
to this Agreement cast in person at a meeting called for the purpose of voting
on such approval. Any required shareholder approval of the Agreement or of any
continuance of the Agreement shall be effective with respect to any Portfolio if
a majority of the outstanding voting securities of the series (as defined in
Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio
votes to approve the Agreement or its continuance, notwithstanding that the
Agreement or its continuance may not have been approved by a majority of the
outstanding voting securities of (a) any other Portfolio affected by the
Agreement or (b) all the portfolios of the Funds II Trust.
If any required shareholder approval of this Agreement or any continuance
of the Agreement is not obtained, the Subadviser will continue to act as
investment subadviser with respect to such Portfolio pending the required
approval of the Agreement or its continuance or of a new contract with the
Subadviser or a different adviser or subadviser or other definitive action;
provided, that the compensation received by the Subadviser in respect of such
Portfolio during such period is in compliance with Rule 15a-4 under the
Investment Company Act.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Trustees of the Funds II Trust or, with respect to any
Portfolio, by the vote of a majority of the outstanding voting securities of
such Portfolio, on sixty days' written notice to the Adviser and the Subadviser,
or by the Adviser or Subadviser on sixty days' written notice to the Funds II
Trust and the other party. This Agreement will automatically terminate, without
the payment of any penalty, in the event of its assignment (as defined in the
Investment Company Act) or in the event the Advisory Agreement between the
Adviser and the Funds II Trust terminates for any reason.
8. PROVISION OF CERTAIN INFORMATION BY SUBADVISER
The Subadviser will promptly notify the Adviser in writing of the
occurrence of any of the following events:
a. the Subadviser fails to be registered as an investment adviser under the
Investment Advisers Act or under the laws of any jurisdiction in which the
Subadviser is required to be registered as an investment adviser in order
to perform its obligations under this Agreement;
b. the Subadviser is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any
court, public board or body, involving the affairs of the Funds II Trust;
and
c. any change in actual control or management of the Subadviser of any
Portfolio.
d. The Subadviser shall have no power, authority, responsibility, or
obligation hereunder to take any action with regard to any claim or
potential claim in any bankruptcy proceedings, class action securities
litigation, or other litigation or proceeding affecting securities held at
any time in the Fund, including, without limitation, to file proofs of
claim or other documents related to such proceedings (the "Litigation"), or
to investigate, initiate, supervise, or monitor the Litigation involving
Fund assets, and the Adviser acknowledges and agrees that no such power,
authority, responsibility or obligation is delegated hereunder.
Nevertheless, the Subadviser agrees that it shall promptly provide the
Adviser with any and all documentation or information relating to the
Litigation as may be received by the Subadviser or reasonably be requested
by the Adviser.
9. SERVICES TO OTHER CLIENTS
The Adviser understands, and has advised the Funds II Trust's Board of
Trustees, that the Subadviser now acts, or may in the future act, as an
investment adviser to fiduciary and other managed accounts and as investment
adviser or subadviser to other investment companies. Further, the Adviser
understands, and has advised the Funds II Trust's Board of Trustees that the
Subadviser and its affiliates may give advice and take action for its accounts,
including investment companies, which differs from advice given on the timing or
nature of action taken for the Portfolio. The Subadviser is not obligated to
initiate transactions for a Portfolio in any security which the Subadviser, its
partners, affiliates or employees may purchase or sell for their own accounts or
other clients.
10. CONSULTATIONS WITH OTHER SUBADVISERS
The Subadviser is prohibited from consulting with the entities listed
below, each as the Adviser may notify Subadviser from time to time, concerning
transactions for a Portfolio in securities or other assets:
other subadvisers to a Portfolio;
other subadvisers to a Funds II Trust portfolio; and
other subadvisers to a portfolio under common control with the Portfolio.
11. AMENDMENTS TO THE AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by the vote of a majority of the Trustees of the Funds II
Trust and by the vote of a majority of the Trustees of the Funds II Trust who
are not interested persons of any party to this Agreement cast in person at a
meeting called for the purpose of voting on such approval. Any required
shareholder approval shall be effective with respect to any Portfolio if a
majority of the outstanding voting securities of that Portfolio vote to approve
the amendment, notwithstanding that the amendment may not have been approved by
a majority of the outstanding voting securities of (a) any other Portfolio
affected by the amendment or (b) all the portfolios of the Funds II Trust.
12. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties regarding the Funds II Trust.
13. HEADINGS
The headings in the sections of this Agreement are inserted for convenience
of reference only and shall not constitute a part hereof.
14. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of the Funds II Trust or
applicable party in person or by registered mail or a private mail or delivery
service providing the sender with notice of receipt. Notice shall be deemed
given on the date delivered or mailed in accordance with this paragraph.
15. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void in
law or in equity, the Agreement shall be construed, insofar as is possible, as
if such portion had never been contained herein.
16. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of The Commonwealth of Massachusetts, or any of the
applicable provisions of the Investment Company Act. To the extent that the laws
of The Commonwealth of Massachusetts, or any of the provisions in this
Agreement, conflict with applicable provisions of the Investment Company Act,
the latter shall control.
17. LIMITATION OF LIABILITY
The Agreement and Declaration of Trust, a copy of which, together with all
amendments thereto (the "Declaration"), is on file in the office of the
Secretary of The Commonwealth of Massachusetts, provides that the name "▇▇▇▇
▇▇▇▇▇▇▇ Funds II" refers to the Trustees under the Declaration collectively as
Trustees, but not as individuals or personally; and no Trustee, shareholder,
officer, employee or agent of the Funds II Trust shall be held to any personal
liability, nor shall resort be had to their private property, for the
satisfaction of any obligation or claim, in connection with the affairs of the
Funds II Trust or any portfolio thereof, but only the assets belonging to the
Funds II Trust, or to the particular Portfolio with respect to which such
obligation or claim arose, shall be liable.
18. REFERENCE TO SUBADVISER
Neither the Funds II Trust nor the Adviser or any affiliate or agent
thereof shall make reference to or use the name or logo of the Subadviser or any
of its affiliates in any advertising or promotional materials without the
Subadviser's prior written approval. The parties agree that the names
"BlackRock" are the names of the Subadviser's affiliates within BlackRock, Inc.,
and any derivative or logo or trademark or service ▇▇▇▇ or trade name
(including, but not limited to, depictions of bulls) are the valuable property
of the Subadviser and its affiliates, and may not be used by the Adviser without
the Subadviser's prior written approval, which approval shall not be
unreasonably withheld. Neither the Subadviser or any affiliate or agent thereof
shall make reference to or use the name or logo of the Adviser or any of its
affiliates in any advertising or promotional materials without the Adviser's
prior written approval. The parties agree that the names "▇▇▇▇ ▇▇▇▇▇▇▇" and
"Manulife Financial" are the names of the Adviser's affiliates and any
derivative or logo or trademark or service ▇▇▇▇ or trade name are the valuable
property of the Adviser and its affiliates, and may not be used by the
Subadviser without the Adviser's prior written approval, which approval shall
not be unreasonably withheld.
19. CONFIDENTIALITY OF FUNDS II TRUST PORTFOLIO HOLDINGS
The Subadviser agrees to treat Funds II Trust portfolio holdings as
confidential information in accordance with the Funds II Trust's "Policy
Regarding Disclosure of Portfolio Holdings," attached hereto as Appendix B, as
such policy may be amended and provided to Subadviser from time to time, and to
prohibit its employees from trading on any such confidential information.
20. COMPLIANCE
Upon execution of this Agreement, the Subadviser shall provide the Adviser
with the Subadviser's written policies and procedures ("Compliance Policies") as
required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term
of this Agreement, the Subadviser shall promptly submit to the Adviser: (i) any
material changes to the Compliance Policies, (ii) notification of the
commencement of a regulatory examination of the Subadviser and a description of
the results of any such examination and of any periodic testing of the
Compliance Policies, and (iii) notification of any material compliance matter
that relates to the services provided by the Subadviser to the Trust including
but not limited to any material violation of the Compliance Policies or of the
Subadviser's code of ethics and/or related code. Throughout the term of this
Agreement, the Subadviser shall provide the Adviser with any certifications,
information and access to personnel and resources (including those resources
that will permit testing of the Compliance Policies by the Adviser) that the
Adviser may reasonably request to enable the Trust to comply with Rule 38a-1
under the Investment Company Act.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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: Executive Vice President
BLACKROCK INVESTMENT MANAGEMENT, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
APPENDIX A
The Subadviser shall serve as investment subadviser for the Portfolio of
the 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 Excess Over
First $500 million and $1 billion of
$500 million of $1 billion of Aggregate Net Aggregate Net
Portfolio Aggregate Net Assets Assets Assets
Large Cap Value
*The term Aggregate Net Assets includes the net assets of a Portfolio of the
Funds II 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 Funds II Trust are determined as of the close of
business on the previous business day of the Funds II 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 Fund -- Large Cap Value TrustTrust, 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.