AMENDMENT TO SUBADVISORY AGREEMENT Jennison Associates LLC

 

Exhibit (d)(14)(B)

 

▇▇▇▇ ▇▇▇▇▇▇▇ FUNDS II

 

AMENDMENT TO SUBADVISORY AGREEMENT

 

▇▇▇▇▇▇▇▇ Associates LLC

 

AMENDMENT made as of this 17th day of July, 2014 to the Subadvisory Agreement dated January 1, 2014 as amended (the “Agreement”), between ▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, LLC, a Delaware limited liability company (the “Adviser”), and ▇▇▇▇▇▇▇▇ Associates LLC (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

 

1.

CHANGE IN APPENDIX A

 

Appendix A of the Agreement relating to compensation of the Subadviser is amended to add the Natural Resources Fund as a Portfolio to the Agreement as set forth in Appendix A.

 

2.

RESTATEMENT OF SECTION 4

 

Section 4 of the Agreement is amended and restated in its entirety as set forth below:

 

“4.          LIABILITY OF SUBADVISER

 

Neither the Subadviser nor any of its directors, officers or employees shall be liable to the Adviser or the Trust for any error of judgment or mistake of law or for any loss suffered by the Adviser or 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.”

 

3.

EFFECTIVE DATE

 

This Amendment shall become effective on the date set forth above following approval of the Amendment by the Board of Trustees of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II.

 

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)

 

 

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.

 

	▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, LLC
	By:	/s/ ▇▇▇ ▇▇▇▇▇▇▇
		Name:	▇▇▇ ▇▇▇▇▇▇▇
		Title:	Senior Vice President and
			Chief Investment Officer
	▇▇▇▇▇▇▇▇ ASSOCIATES LLC
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:	EVP/COO

 

 

APPENDIX A

 

The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement, the fee computed separately for the assets managed by the Subadviser for each such Portfolio at an annual rate as follows (the "Subadviser Fee"):

 

Portfolio

First $300 million of Aggregate Net Assets*

Between $300 million and $500 million of Aggregate Net Assets*

Between $500 million and $1 billion of Aggregate  Net Assets*

Excess Over $1 billion of Aggregate  Net Assets*

Capital Appreciation Fund

%

%

%

%

 

Portfolio

First $100 million of Aggregate Net Assets*

Next $100 million  of Aggregate Net Assets*

Next $200 million  of Aggregate Net Assets*

Next $200 million  of Aggregate Net Assets*

Excess Over $600 million of Aggregate  Net Assets*

Natural Resources Fund

%

%

%

%

%

 

*The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust managed by the Subadviser. It also includes with respect to each 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 the avoidance of doubt, net assets of the Capital Appreciation Fund will not be aggregated with the net assets of the Natural Resources Fund for the purpose of fee calculation. 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, in each case based on market values as reported by the Trust’s custodian.

 

Trust Portfolio(s)		Other Portfolio(s)
Capital Appreciation Fund	—	Capital Appreciation Trust, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Variable Insurance Trust
Natural Resources Fund	—	Not applicable

 

 

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 the quotient of (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions (as determined by percentage rate breakpoints) of Aggregate Net Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). 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 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.