▇▇▇▇ ▇▇▇▇▇▇▇ FUNDS II
AMENDMENT TO SUBADVISORY AGREEMENT
A I M CAPITAL MANAGEMENT, INC.
AMENDMENT made as of this 28th day of April, 2006 to the Subadvisory
Agreement dated October 17, 2005 (the "Agreement"), as amended, between ▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Services, LLC, (formerly, Manufacturer's
Securities Services, LLC) a Delaware limited partnership (the "Adviser"), and A
I M Capital Management, Inc., (the "Subadviser"). In consideration of the mutual
covenants contained herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Section 3 of the Agreement, "Compensation of Subadviser," is hereby
amended:
a. to change the compensation of the All Cap Growth Fund as noted in
Appendix A.
2. EFFECTIVE 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President and Chief Financial Officer
A I M CAPITAL MANAGEMENT, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇, ▇▇.
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Name: ▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: Managing Director
APPENDIX A
The Subadviser shall serve as investment subadviser for each Portfolio of the
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II (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 stated as a percentage of current net assets as follows (the
"Subadviser Fee"):
Between
First $500 million Excess Over
Portfolio $500 million and $1 billion $1 billion
All Cap Growth Fund
For purposes of determining net assets or aggregate net assets, the net
assets of each 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.
The Subadviser Fee for each 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 the portfolios to be included for purposes of determining
aggregate net assets 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.