JOHN HANCOCK FUNDS II AMENDMENT TO SUBADVISORY AGREEMENT WELLINGTON MANAGEMENT COMPANY, LLP
Exhibit (d)(32)(H)
XXXX XXXXXXX FUNDS II
AMENDMENT TO SUBADVISORY AGREEMENT
WELLINGTON MANAGEMENT COMPANY, LLP
AMENDMENT made as of this 23rd day of March, 2012 to the Subadvisory Agreement dated October
17, 2005 as amended (the “Agreement”), between Xxxx Xxxxxxx Investment Management Services, LLC, a
Delaware limited liability company (the “Adviser”), and Wellington Management Company, LLP, a
Massachusetts limited liability partnership (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 replaced in its entirety by the attached Appendix A. Appendix A is amended to reduce the subadvisory fee for the Technical Opportunities Fund (the “Portfolio”). This Amendment supersedes any prior amendment to the Agreement relating to compensation of the Subadviser. |
| 2. | EFFECTIVE DATE |
This Amendment shall become effective with respect to the Portfolio on April 1, 2012
following approval of the Amendment by the Board of Trustees of the Trust.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
Exhibit (d)(32)(H)
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.
| XXXX XXXXXXX INVESTMENT MANAGEMENT | ||||||
| SERVICES, LLC | ||||||
| By: | ||||||
| Executive Vice President | ||||||
| WELLINGTON MANAGEMENT COMPANY, LLP | ||||||
| By: | ||||||
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Exhibit (d)(32)(H)
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 with respect to each Portfolio, the fee computed separately for such Portfolio at an
annual rate as follows (the “Subadviser Fee”):
| First | Next | Next | Next | Excess Over | ||||||||||||||||
| $50 million | $150 million | $300 million | $500 million | $1 billion | ||||||||||||||||
| of Aggregate | of Aggregate | of Aggregate | of Aggregate | of Aggregate | ||||||||||||||||
| Portfolio | Net Assets* | Net Assets* | Net Assets* | Net Assets* | Net Assets* | |||||||||||||||
Core Allocation Plus Fund
|
% | % | % | % | % | |||||||||||||||
Investment Quality Bond Fund
|
% | % | % | % | % | |||||||||||||||
Mid Cap Stock Fund
|
% | % | % | % | % | |||||||||||||||
| First | Excess Over | |||||||
| $250 million of | $250 million | |||||||
| Aggregate | of Aggregate Net | |||||||
| Portfolio | Net Assets* | Assets* | ||||||
Technical Opportunities Fund
|
% | % | ||||||
| First | Next | Excess Over | ||||||||||
| $250 million of | $750 million of | $1 billion | ||||||||||
| Aggregate | Aggregate | of Aggregate Net | ||||||||||
| Portfolio | Net Assets* | Net Assets* | Assets* | |||||||||
Technical Opportunities Fund II
|
% | % | % | |||||||||
| First | Next | Next | Excess Over | |||||||||||||
| $250 million of | $250 million of | $500 million | $1 billion | |||||||||||||
| Aggregate | Aggregate | of Aggregate | of Aggregate | |||||||||||||
| Portfolio | Net Assets* | Net Assets* | Net Assets* | Net Assets* | ||||||||||||
Alpha Opportunities Fund
|
% | % | % | % | ||||||||||||
| First | Next | Excess Over | ||||||||||
| $1 billion | $1 billion | $2 billion | ||||||||||
| of Aggregate | of Aggregate | of Aggregate | ||||||||||
| Portfolio | Net Assets* | Net Assets* | Net Assets* | |||||||||
Natural Resources Fund
|
% | % | % | |||||||||
| First | Next | Excess Over | ||||||||||
| $100 million | $500 million | $600 million | ||||||||||
| of Aggregate | of Aggregate | of Aggregate | ||||||||||
| Portfolio | Net Assets* | Net Assets* | Net Assets* | |||||||||
Small Cap Value Fund
|
% | % | % | |||||||||
Small Cap Growth Fund
|
% | % | % | |||||||||
| * | The term Aggregate Net Assets for a given day includes the net assets of a Portfolio of the Trust managed by the Subadviser. It also includes the net assets of one or more other portfolios of the Trust or |
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Exhibit (d)(32)(H)
other trusts 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 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 portfolio of each other fund or trust are determined as of the close of
business on the previous business day of that fund.
| Trust Portfolio(s) | Other Portfolio(s) | |
Alpha Opportunities Fund
|
Alpha Opportunities Trust, a series of Xxxx Xxxxxxx Trust | |
Core Allocation Plus Fund
|
Core Allocation Plus Trust, a series of Xxxx Xxxxxxx Trust | |
Investment Quality Bond Fund
|
Investment Quality Bond Trust, a series of Xxxx Xxxxxxx Trust | |
Mid Cap Stock Fund
|
Mid Cap Stock Trust, a series of Xxxx Xxxxxxx Trust | |
Natural Resources Fund
|
Natural Resources Trust, a series of Xxxx Xxxxxxx Trust | |
Small Cap Growth Fund
|
Small Cap Growth Trust, a series of Xxxx Xxxxxxx Trust | |
Small Cap Value Fund
|
Small Cap Value Trust, a series of Xxxx Xxxxxxx Trust | |
Technical Opportunities Fund
|
Not Applicable | |
Technical Opportunities Fund II
|
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 (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 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.
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