JOHN HANCOCK FUNDS II AMENDMENT TO ADVISORY AGREEMENT
XXXX XXXXXXX FUNDS II
AMENDMENT TO ADVISORY AGREEMENT
AMENDMENT made this 25th day of April, 2008, to the Advisory Agreement dated October 17, 2005,
as amended, between Xxxx Xxxxxxx Funds II, a Massachusetts business trust (the “Trust”) and Xxxx
Xxxxxxx Investment Management Services, LLC, a Delaware limited liability company (“JHIMS” or
the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as
follows:
| 1. | CHANGE IN APPENDIX A |
Appendix A is revised to
(a) change the advisory fees for the Quantitative All Cap Fund
| 2. | EFFECTIVE DATE |
This Amendment shall become effective with respect to the Fund on the later of:
(i) the date of its execution and (ii) approval by the Board of Trustees of the Trust of
this Amendment.
XXXX XXXXXXX FUNDS II
By:
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/s/ Xxxxx X. Xxxxxxxxx
|
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| Title: President |
XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC
By:
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/s/ Xxxxx X. Xxxxx
|
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| Title: Executive Vice President |
APPENDIX A
Quantitative All Cap Fund
The Adviser shall serve as investment adviser for each Fund of the Trust listed below. The
Trust will pay the Adviser, as full compensation for all services provided under this Agreement
with respect to each Fund, the fee computed separately for such Fund at an annual rate as follows
(the “Adviser Fee”).
The term Aggregate Net Assets in the chart below includes the net assets of a Fund of the
Trust. It also includes with respect to certain Funds as indicated in the chart the net assets of
one or more other portfolios, but in each case only for the period during which the subadviser for
the Fund also serves as the subadviser for the other portfolio(s) and only with respect to the net
assets of such other portfolio(s) that are managed by the subadviser.
For purposes of determining Aggregate Net Assets and calculating the Adviser Fee, the net
assets of the Fund and each other fund 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.
The Adviser Fee for a Fund shall be based on the applicable annual fee rate for the Fund 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 Adviser Fee for each Fund shall be
accrued and paid daily to the Adviser for each calendar day. 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 Fund. Fees shall
be paid either by wire transfer or check, as directed by the Adviser.
If, with respect to any Fund, 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.
| First $2.5 Billion of | Excess over $2.5 Billion of | |||||||
| Portfolio | Aggregate Net Assets* | Aggregate Net Assets* | ||||||
Quantitative All Cap Fund |
0.675 | % | 0.650 | % | ||||
| * | Aggregate Net Assets include the net assets of the Quantitative All Cap Trust, a series of Xxxx Xxxxxxx Trust, and the Quantitative All Cap Fund, a series of Xxxx Xxxxxxx Funds II. |
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