TRANSFER AGREEMENT

                                                                 Execution Copy

                               TRANSFER AGREEMENT


     WHEREAS,  Xxxx Xxxxxxx  Advisers,  LLC ("XXX") acts as  sub-adviser  to the
Active Bond and Strategic Income  portfolios (the "Funds") of Xxxx Xxxxxxx Funds
II pursuant to a sub-advisory  agreement  dated October 17, 2005 between XXX and
Xxxx Xxxxxxx Investment Management Services,  LLC ("JHIMS"),  a copy of which is
attached as Annex A (the "Sub-Advisory Agreement");

     WHEREAS,  as part of a restructuring of investment  management  operations,
XXX is  transferring  its entire  portfolio  management  staff,  including those
portfolio  managers  involved in the management of the Funds, to Sovereign Asset
Management LLC ("XXX");

     WHEREAS, XXX, JHIMS and XXX are all indirect,  wholly-owned subsidiaries of
Manulife Financial Corporation; and

     WHEREAS, in order to continue to provide the Funds with the same quality of
investment  management  services,  XXX  proposes  transferring  its  rights  and
obligations under the Sub-Advisory Agreement to XXX.

     NOW THEREFORE, XXX, XXX and JHIMS, for good and valuable consideration, the
sufficiency of which is hereby acknowledged, agree as follows:

1.   XXX agrees to  transfer  to XXX,  and XXX  agrees to  assume,  all of JHA's
     rights and obligations under the Sub-Advisory Agreement.  JHIMS consents to
     such transfer.

2.   As a result of such  transfer and  assumption,  XXX shall act as investment
     sub-adviser  to each Fund and  perform all of JHA's  obligations  under the
     Sub-Advisory Agreement in connection with the management of the Funds.

3.   XXX shall be entitled to receive from JHIMS the sub-advisory fee previously
     payable to XXX.

4.   Notwithstanding anything in this Agreement to the contrary, XXX agrees that
     it shall retain  ultimate legal  liability for satisfying the provisions of
     the  Sub-Advisory  Agreement in the event that XXX fails to comply with the
     terms thereof.

5.   The transfer  contemplated by this Agreement shall be effective on the 31st
     day of December 2005.

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     IN WITNESS WHEREOF, each of the parties have entered into this Agreement as
of the 31st day of December 2005.


                                   XXXX XXXXXXX ADVISERS, LLC



                                   By:    /s/Xxxxx X. Xxxxxxxxx
                                   Name:  Xxxxx X. Xxxxxxxxx
                                   Title: President and Chief Executive Officer




                                   SOVEREIGN ASSET MANAGEMENT LLC



                                   By:    /s/Xxxxx X. Xxxxx
                                   Name:  Xxxxx X. Xxxxx
                                   Title: Senior Vice President and Chief
                                          Operating Officer




                                   XXXX XXXXXXX INVESTMENT
                                   MANAGEMENT SERVICES, LLC
                                   By:   Xxxx Xxxxxxx Life Insurance Company
                                         (U.S.A.), its Managing Member



                                   By:    /s/Xxxx X. Xxxxxx
                                   Name:  Xxxx X. Xxxxxx
                                   Title: Vice President and Chief Financial
                                          Officer, Xxxx Xxxxxxx Funds

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