AMENDMENT TO SUBADVISORY AGREEMENT

Exhibit (d)(25)

XXXX XXXXXXX FUNDS II

AMENDMENT TO SUBADVISORY AGREEMENT

X. XXXX PRICE ASSOCIATES, INC.

AMENDMENT made as of this 28th day of September, 2023 to the Subadvisory Agreement dated January 1, 2014 as amended (the “Agreement”), between Xxxx Xxxxxxx Investment Management LLC, a Delaware limited liability company (the “Adviser”), and X. Xxxx Price Associates, Inc., a Maryland Corporation (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 the compensation of the Subadviser is hereby amended to change the fee aggregation for Equity Income Fund.

 

2.

EFECTIVE DATE

This Amendment is effective as of July 5, 2023 with respect to the Fund, following approval of the Amendment by the Board of Trustees of Xxxx Xxxxxxx Funds II.

 

3.

EXECUTION

This Agreement and any amendments hereto and any notices or other communications hereunder that are required to be in writing may be in electronic form (including without limitation by facsimile and, in the case of notices and other communications, email) and may be executed by means of electronic signatures.

 

4.

SUBADVISORY AGREEMENT

In all other respects, the Agreement is confirmed and remains in full force and effect.

[Remainder of page 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.

 

XXXX XXXXXXX INVESTMENT MANAGEMENT LLC
By:  

/s/ Xxx Xxxxxxxxx

Name:   Xxx Xxxxxxxxx
Title:   Chief Investment Officer
X. XXXX PRICE ASSOCIATES, INC.
By:  

/s/ Xxxxxxx Xxxxxxxx

Name:   Xxxxxxx Xxxxxxxx
Title:   Vice President

 

2

APPENDIX A

Blue Chip Growth Fund

Equity Income Fund

Health Sciences Fund

Mid Value Fund

Science & Technology Fund

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 accrued daily at an annual rate as follows (the “Subadviser Fee”):

Portfolio

Blue Chip Growth Fund

 

First

$50 million

of Aggregate

Net Assets*

   

Next

$150 million

of Aggregate

Net Assets*

   

Next

$300 million

of Aggregate

Net Assets*

   

Next

$500 million

of Aggregate

Net Assets*

   

Next

$2 billion

of Aggregate

Net Assets*

   

Over

$3 billion

of Aggregate

Net Assets*

XXX%

    XXX%1    XXX%2    XXX%3    XXX%4    XXX%

 

1 

When Aggregated Net Assets exceed $100 million on any day, the annual rate of subadvisory fee is XXX% on the first $100 million of Aggregate Net Assets. When Aggregated Net Assets exceed $200 million on any day, the annual rate of subadvisory fee is XXX% on the first $200 million of Aggregate Net Assets.

 

2 

When Aggregated Net Assets exceed $500 million on any day, the annual rate of subadvisory fee is XXX% on the first $500 million of Aggregate Net Assets.

 

3 

When Aggregated Net Assets exceed $1 billion on any day, the annual rate of subadvisory fee is XXX% on the first $1 billion of Aggregate Net Assets.

 

4 

When Aggregated Net Assets exceed $2 billion on any day, the annual rate of subadvisory fee is XXX% on the first $2 billion of Aggregate Net Assets.

Portfolio

Equity Income Fund

 

First

$50 million

of Aggregate

Net Assets*

   

Between

$50 million

and

$100 million

of Aggregate

Net Assets*

   

Between

$100 million and

$200 million

of Aggregate

Net Assets*

   

Between

$200 million

and

$500 million

of Aggregate

Net Assets*

   

Between

$500 million

and

$1 billion

of Aggregate

Net Assets*

   

Between

$1 billion

and

$1.5 billion

of Aggregate

Net Assets*

XXX%

    XXX%    XXX%1    XXX%2    XXX%3    XXX%4

Between

$1.5 billion and

$2 billion

of Aggregate

Net Assets*

   

Between

$2 billion and

$3 billion

of Aggregate

Net Assets*

   

Between

$3 billion

and

$4 billion

of Aggregate

Net Assets*

   

Between

$4 billion and

$5.5 billion

of Aggregate

Net Assets*

   

Between

$5.5 billion

and

$7.5 billion

of Aggregate

Net Assets*

   

Over

$7.5 billion

of Aggregate

Net Assets*

XXX%5

    XXX%6    XXX%7    XXX%8    XXX%9    XXX%10

 

3

1 

When Aggregate Net Assets exceed $100 million on any day, the annual rate of subadvisory fee for that day is XXX% on the first $100 million of Aggregate Net Assets.

 

2 

When Aggregate Net Assets exceed $200 million on any day, the annual rate of subadvisory fee for that day is XXX% on the first $200 million of Aggregate Net Assets.

 

3 

When Aggregate Net Assets exceed $500 million on any day, the annual rate of subadvisory fee for that day is XXX% on the first $500 million of Aggregate Net Assets and XXX% on the amount above $500 million.

 

4 

When Aggregate Net Assets exceed $1 billion on any day, the annual rate of subadvisory fee for that day is XXX% on the first $1 billion of Aggregate Net Assets.

 

5 

When Aggregate Net Assets exceed $1.5 billion on any day, the annual rate of subadvisory fee for that day is XXX% on the first $1.5 billion of Aggregate Net Assets.

 

6 

When Aggregate Net Assets exceed $2 billion on any day, the annual rate of subadvisory fee for that day is XXX% on the first $2 billion of Aggregate Net Assets.

 

7 

When Aggregate Net Assets exceed $3 billion on any day, the annual rate of subadvisory fee for that day is XXX% on the first $3 billion of Aggregate Net Assets.

 

8 

When Aggregate Net Assets exceed $4 billion on any day, the annual rate of subadvisory fee for that day is XXX% on the first $4 billion of Aggregate Net Assets.

 

9 

When Aggregate Net Assets exceed $5.5 billion on any day, the annual rate of subadvisory fee for that day is XXX% on the first $5.5 billion of Aggregate Net Assets.

 

10 

When Aggregate Net Assets exceed $7.5 billion on any day, the annual rate of subadvisory fee for that day is XXX% on the first $7.5 billion of Aggregate Net Assets.

Portfolio

Health Sciences Fund

 

First

$500 million

of Aggregate

Net Assets*

   

Next

$250 million

of Aggregate Net
Assets*

   

Excess over

$750 million

of Aggregate Net
Assets*

   

Next

$250 million

of Aggregate

Net Assets*

   

Next

$500 million

of Aggregate

Net Assets*

   

Excess Over

$1.5 billion

of Aggregate

Net Assets*

XXX%

    XXX%    XXX%1    XXX%2    XXX%    XXX%

 

1 

When Aggregate Net Assets exceed $750 million on any day, the annual rate of subadvisory fee for that day is XXX% on all assets.

2 

When Aggregate Net Assets exceed $1.5 billion on any day, the annual rate of subadvisory fee for that day is XXX% on all assets.

 

Portfolio

    First
$1 billion
of Aggregate
Net Assets*		     Excess Over
$1 billion
of Aggregate
Net Assets*		  

Mid Value Fund

      XXX %1      XXX %1 

 

1 

When Aggregate Net Assets exceed $1 billion on any day, the annual rate of subadvisory fee for that day is XXX% on all assets.

 

4

Portfolio

Science & Technology Fund

 

First

$50 million

of Aggregate

Net Assets*

   

Between

$50 million

and

$100 million

of Aggregate Net
Assets*

   

Between

$100 million

and

$200 million

of Aggregate Net
Assets*

   

Between

$200 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*

XXX%

    XXX%    XXX%1    XXX%2    XXX%3    XXX%

 

1 

When Aggregate Net Assets exceed $100 million on any day, the annual rate of subadvisory fee for that day is XXX% on the first $100 million of Aggregate Net Assets.

2 

When Aggregate Net Assets exceed $200 million on any day, the annual rate of subadvisory fee for that day is XXX% on the first $200 million of Aggregate Net Assets.

3 

When Aggregate Net Assets exceed $500 million on any day, the annual rate of subadvisory fee for that day is XXX% on the first $500 million of Aggregate Net Assets.

 

*

The term Aggregate Net Assets for a given day includes the net assets of the Portfolio managed by the Subadviser. It also includes the net assets of one or more other portfolios of the Trust, or other portfolios 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 or fund accountant as of the close of business on the previous business day of the Trust, and the net assets of each other portfolio are determined as of the close of business on the previous business day (and to the extent not available, as of the most recent practicable day) of that other portfolio.

 

Trust Portfolio(s)

   

Other Portfolio(s)

Blue Chip Growth Fund   

Blue Chip Growth Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust and

 

Manulife North American Equity Fund Series – (I)

Equity Income Fund   

Equity Income Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust

 

Manulife US Large Cap Value Equity Fund and

 

Manulife North American Equity Fund Series – (II) (Asia)

Health Sciences Fund   

Health Sciences Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust and

 

Manulife Health Care Fund Series (I) - (Asia Platform)

Mid Value Fund    Mid Value Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust
Science & Technology Fund   

Science & Technology Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust and

 

Manulife Provident Funds Unit Trust Series - Manulife Technology Fund

 

5

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 Applicable Annual Fee Rate is then applied to Portfolio assets as described below. 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 Xxxxxxxxxx.

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 of 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.

 

6

Capital Appreciation Value Fund

The Subadviser shall serve as subadviser for the 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 the Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the “Subadviser Fee”):

If Aggregate Net Assets are less than $500 million, the following fee schedule shall apply:

 

Portfolio

    First
$250 million
of Aggregate
Net Assets*		     Excess Over
$250 million
of Aggregate
Net Assets*		  

Capital Appreciation Value Fund

      XXX %      XXX % 

If Aggregate Net Assets equal or exceed $500 million but are less than $2 billion, the following fee schedule shall apply:

 

Portfolio

    First
$1 billion
of Aggregate
Net Assets*		     Excess Over
$1 billion
of Aggregate
Net Assets*		  

Capital Appreciation Value Fund

      XXX %      XXX % 

If Aggregate Net Assets equal or exceed $2 billion but are less than $3 billion, the following fee schedule shall apply:

 

Portfolio

    First
$500 million
of Aggregate
Net Assets*		     Excess Over
$500 million
of Aggregate
Net Assets*		  

Capital Appreciation Value Fund

      XXX %      XXX % 

If Aggregate Net Assets equal or exceed $3 billion, the following fee schedule shall apply:

 

Portfolio

    All Asset Levels  

Capital Appreciation Value Fund

      XXX % 

 

*

The term Aggregate Net Assets for a given day includes the net assets of a Portfolio of the Trust, as indicated below, managed by the Subadviser. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below managed by the Subadviser, 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 or fund accountant as of the close of business on the previous business day of the Trust, and the net assets of each other portfolio are determined as of the close of business on the previous business day of that other portfolio.

 

7

Trust Portfolio(s)

   

Other Portfolio(s)

Capital Appreciation Value Fund    Capital Appreciation Value Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust

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 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 Xxxxxxxxxx.

If, with respect to the 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 of 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.

 

8

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Filed: December 21st, 2023
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