JOHN HANCOCK FUNDS II Grantham, Mayo, Van Otterloo & Co. LLC

XXXX XXXXXXX FUNDS II

Grantham, Mayo, Van Otterloo & Co. LLC

     AMENDMENT (the “Amendment”) made as of this 14th day of June, 2011 to the Subadvisory Agreement dated October 17, 2005 (the “Agreement”), between Xxxx Xxxxxxx Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”), and Grantham, Mayo, Van Otterloo & Co. LLC, a Massachusetts limited liability company (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, which relates to Section 3 of the Agreement, “Compensation of Subadviser,” is hereby amended and restated.

2. EFFECTIVE DATE

     This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of Xxxx Xxxxxxx Funds II (the “Trust”) and (ii) execution of the Amendment.

3. DEFINED TERMS

     Unless otherwise defined herein, capitalized terms used herein have the meaning specified in or pursuant to the Agreement.

4. OTHER TERMS OF THE AGREEMENT

     Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.

     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:	/s/ Xxxxxx Xxxxxx
		Executive Vice President
	Grantham, Mayo, Van Otterloo & Co. LLC
	By:	/s/ X.X. Xxxxxxxxx
		General Counsel

APPENDIX A

     The Subadviser shall serve as investment subadviser for the Fund. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement, the fee computed as indicated below.

1. For purposes of calculating the fee to be paid to the Subadviser under this Agreement:

     “Fund Assets” shall mean the net assets of the Fund managed by the Subadviser for which the fee is being calculated;

     “Other Assets” shall mean the net assets of the portion of assets managed by the Subadviser of the accounts listed in the table under Item 3 below;

     “Combined Assets” shall mean the sum of Fund Assets and Other Assets; and

     “Daily Fund Net Assets” shall mean the net asset value of the Fund Assets as of the end of each day.

     “Daily Combined Net Assets” shall mean the net asset value of the Combined Assets as of the end of each day.

2. The Subadviser’s fee shall be calculated and accrued daily based upon the Daily Fund Net Assets and the sum of the daily fee accruals shall be paid monthly in arrears (within 10 days of receipt by the Adviser of an invoice from the Subadviser). The fee accrued each calendar day shall be calculated by applying the Applicable Rate, as determined in accordance with Item 4 below, to the Daily Fund Net Assets, and dividing by 365 (366 in a leap year).

3. The following table shall be used to determine the Other Assets that correspond to the Fund:

Names of Accounts Used to Calculate “Other Assets”
U.S. Multi Sector Trust, a series of Xxxx Xxxxxxx Trust

The following fee schedule shall be used to determine the Applicable Rate used in calculating the fee to be paid to the Subadviser under this Agreement, in each case based on the Daily Combined Net Assets as indicated.

Second

Tranche:

Daily Combined

Third

First Tranche:

Net Assets in

Tranche:

Daily Combined

Excess of

Daily Combined

Net Assets

$500,000,000

Net Assets in

up to

and up to

Excess of

Name of Portfolio

$500,000,000

$1,000,000,000

$1,000,000,000

U.S. Multi Sector Fund

%

%

%

Unless otherwise indicated above, the “Applicable Rate” is equal to (a) the sum of the products of the percentage and the dollar amount of the portion of Daily Combined Net Assets in each respective tranche, divided by (b) the total amount of Daily Combined Net Assets.