Appendix A
Appendix A
Xxxx Xxxxxxx Investment Management Services, LLC 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 |
September 20, 2012
To the Trustees of:
Xxxx Xxxxxxx Funds II
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
To the Trustees of:
Xxxx Xxxxxxx Funds II
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Amended and Restated Expense Limitation Agreement and Voluntary Expense Limitation Notice
With reference to the Amended and Restated Advisory Agreement dated September 26, 2008, entered
into by and between Xxxx Xxxxxxx Investment Management Services, LLC (the “Adviser”) and Xxxx
Xxxxxxx Funds II (the “Trust”), as amended, on behalf of each series of the Trust (each, a “Fund”
and collectively, the “Funds”), we hereby notify you as follows:
1. The Adviser agrees to waive its management fee for each Fund or, to the extent necessary, bear
other expenses, as set forth in the Appendix attached hereto. As noted in the Appendix, certain
waivers are voluntary and may be terminated at any time by the Adviser upon notice to the Trust.
2. We understand and intend that you will rely on this undertaking in overseeing the preparation
and filing of Post-effective Amendments to the Registration Statement on Form N-1A for the Trust
and the Funds with the Securities and Exchange Commission and in accruing each Fund’s expenses for
purposes of calculating its net asset value per share and for other purposes permitted under Form
N-1A and/or the Investment Company Act of 1940, as amended, and we expressly permit you so to rely.
Very truly yours,
XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC | ||||
By:
|
/s/ Xxxxxxx X. Xxxx
|
|||
Title: Chief Financial Officer |
ACCEPTED BY:
XXXX XXXXXXX FUNDS II | ||||
By:
|
/s/ Xxxxxxx X. Xxxxx
|
|||
Title: Chief Financial Officer |
APPENDIX A
Fund Level Contractual Expense Limitations
Fund Level Contractual Expense Limitations
— The Adviser contractually agrees to reduce its management fee for each Fund listed below, or if
necessary make payment to the Fund, in an amount equal to the amount by which the “ Other Expenses”
of the Fund exceed the percentage of average annual net assets (on an annualized basis) of the Fund
set forth below. “Other Expenses” means the expenses of the Fund, excluding (a) advisory fees (b)
taxes, (c) brokerage commissions, (d) interest expense, (e) litigation and indemnification expenses
and other extraordinary expenses not incurred in the ordinary course of the Fund’s business (f)
12b-1 fees, (g) transfer agency fees and service fees, (h) blue-sky fees, (i) printing and postage
fees, (j) underlying fund expenses (“acquired fund fees”) and (k) short dividend expense.
For the following Funds the current expense limitation agreement expires on December 31, 2013
(March 1, 2013 in the case of Lifecycle 2050 Portfolio), unless renewed by mutual agreement of the
Fund and the Adviser based upon a determination that this is appropriate under the circumstances at
that time.
Short Term Government Income Fund |
0.08 | % | ||
Core Diversified Growth & Income Portfolio |
0.06 | % | ||
Core Fundamental Holdings Portfolio |
0.06 | % | ||
Core Global Diversification Portfolio |
0.06 | % | ||
Retirement Living through 2050 Portfolio |
0.05 | % | ||
Retirement Choices at 2050 Portfolio |
0.05 | % | ||
Retirement Choices at 2045 Portfolio |
0.05 | % | ||
Retirement Choices at 2040 Portfolio |
0.05 | % | ||
Retirement Choices at 2035 Portfolio |
0.05 | % | ||
Retirement Choices at 2030 Portfolio |
0.05 | % | ||
Retirement Choices at 2025 Portfolio |
0.05 | % | ||
Retirement Choices at 2020 Portfolio |
0.05 | % | ||
Retirement Choices at 2015 Portfolio |
0.05 | % | ||
Retirement Choices at 2010 Portfolio |
0.05 | % |
2
APPENDIX B
Class Level Contractual Expense Limitations
Class Level Contractual Expense Limitations
For each Fund listed in the table below, the Adviser contractually agrees to reduce its management
fee or, if necessary, make payment to each of the following share classes of the Fund in an amount
equal to the amount by which “Expenses” of the share class exceed the percentage of average annual
net assets (on an annualized basis) attributable to the class as outlined in the table below.
“Expenses” means all fund level and class specific operating expenses, excluding (a) taxes, (b)
brokerage commissions, (c) interest expense, (d) underlying fund expenses (“acquired fund fees”),
(e) litigation and indemnification expenses and other extraordinary expenses not incurred in the
ordinary course of the Fund’s business and (f) short dividend expense. The current expense
limitation agreements expire on the dates specified, unless renewed by mutual agreement of the Fund
and the Adviser based upon a determination that this is appropriate under the circumstances at that
time.
Expiration | ||||||||||||||||||||||||||||||||||||||||
Date of | ||||||||||||||||||||||||||||||||||||||||
Class | Class | Class | Class | Class | Class | Class | Class | Class | Class | Class | Expense | |||||||||||||||||||||||||||||
Fund | A | B | C | I | R1 | R2 | R3 | R4 | R5 | R6 | NAV | Limit | ||||||||||||||||||||||||||||
China Emerging
Leaders Fund
|
1.80 | % | N/A | N/A | 1.44 | % | N/A | N/A | N/A | N/A | N/A | N/A | N/A | December 31, 2012 |
||||||||||||||||||||||||||
Currency Strategies
Fund
|
1.60 | % | N/A | N/A | 1.24% (expires on 11/30/12) |
N/A | N/A | N/A | N/A | N/A | 1.05 | % | N/A | November 30, 2013 (except for Class I as noted) |
||||||||||||||||||||||||||
Fundamental All Cap
Core Fund
|
1.30% (expires on 11/30/13) |
N/A | 2.00 | % | 0.94% (effective 1/1/13 and expires on 11/30/13; 0.84% until 12/31/12) |
1.59 | % | N/A | 1.49 | % | 1.19 | % | 0.89 | % | N/A | N/A | December 31, 2012 (except for Class A and Class I as noted) |
|||||||||||||||||||||||
Fundamental Large
Cap Core Fund
|
1.30% (expires on 11/30/13) |
N/A | 2.00 | % | 0.94% (effective 1/1/13 and expires on 11/30/13; 0.84% until 12/31/12) |
1.59 | % | N/A | 1.49 | % | 1.19 | % | 0.89 | % | N/A | N/A | December 31, 2012 (except for Class A and Class I as noted) |
|||||||||||||||||||||||
3
Expiration | ||||||||||||||||||||||||||||||||||||||||||
Date of | ||||||||||||||||||||||||||||||||||||||||||
Class | Class | Class | Class | Class | Class | Class | Class | Class | Class | Class | Expense | |||||||||||||||||||||||||||||||
Fund | A | B | C | I | R1 | R2 | R3 | R4 | R5 | R6 | NAV | Limit | ||||||||||||||||||||||||||||||
Fundamental Large
Cap Value Fund
|
1.30% (expires on 11/30/13) |
N/A | 2.00 | % | 0.94% (effective 1/1/13 and expires on 11/30/13; 0.84% until 12/31/12) |
1.59 | % | N/A | 1.49 | % | 1.19 | % | 0.89 | % | N/A | 0.82% (expires on 11/30/12) | December 31, 2012 (except for Class A, Class I and Class NAV as noted) |
|||||||||||||||||||||||||
Global Absolute Return Strategies Fund |
1.95 | % | N/A | 2.65 | % | 1.59 | % | N/A | 2.00 | % | N/A | N/A | N/A | 1.50 | % | N/A | November 30, 2013 |
|||||||||||||||||||||||||
Global High Yield Fund
|
1.30 | % | N/A | N/A | 1.10 | % | N/A | N/A | N/A | N/A | N/A | N/A | N/A | November 30, 2012 |
||||||||||||||||||||||||||||
International Growth Equity Fund |
1.35 | % | N/A | N/A | 1.10 | % | N/A | N/A | N/A | N/A | N/A | N/A | N/A | January 31, 2015 |
||||||||||||||||||||||||||||
Multi-Sector Bond Fund
|
1.25 | % | N/A | N/A | 1.05 | % | N/A | N/A | N/A | N/A | N/A | N/A | N/A | November 30, 2012 |
||||||||||||||||||||||||||||
Technical
Opportunities Fund
|
1.95 | % | N/A | N/A | 1.59 | % | N/A | N/A | N/A | N/A | N/A | 1.45 | % | N/A | November 30, 2012 |
|||||||||||||||||||||||||||
Technical Opportunities Fund II |
1.80 | % | N/A | N/A | 1.44 | % | N/A | N/A | N/A | N/A | N/A | N/A | N/A | November 30, 2012 |
||||||||||||||||||||||||||||
Emerging Markets Fund |
1.75% (expires on 12/31/13) |
N/A | 2.45 | % | 1.29 | % | 2.04 | % | N/A | 1.94 | % | 1.64 | % | 1.34 | % | 1.22% (expires on 12/31/13) |
N/A | December 31, 2012 (except for Class A and Class R6 as noted) |
||||||||||||||||||||||||
Emerging Markets Debt Fund |
1.35 | % | N/A | N/A | 0.98 | % | N/A | N/A | N/A | N/A | N/A | N/A | N/A | December 31, 2012 |
4
Expiration | ||||||||||||||||||||||||||||||||||||
Date of | ||||||||||||||||||||||||||||||||||||
Class | Class | Class | Class | Class | Class | Class | Class | Class | Class | Class | Expense | |||||||||||||||||||||||||
Fund | A | B | C | I | R1 | R2 | R3 | R4 | R5 | R6 | NAV | Limit | ||||||||||||||||||||||||
Floating Rate
Income Fund
|
1.20 | % | 1.95 | % | 1.95 | % | 0.95% (expires on 12/31/12) |
N/A | N/A | N/A | N/A | N/A | 0.81 | % | N/A | December 31, 2013 (except for Class I as noted) |
||||||||||||||||||||
Natural Resources
Fund
|
1.58 | % | N/A | N/A | 1.38 | % | N/A | N/A | N/A | N/A | N/A | 1.28 | % | N/A | December 31, 2013 |
|||||||||||||||||||||
Strategic Income
Opportunities Fund
|
1.17 | % | N/A | 1.87 | % | N/A | N/A | 1.22 | % | N/A | N/A | N/A | 0.83 | % | N/A | December 31, 2013 |
||||||||||||||||||||
U.S. Equity Fund
|
1.35 | % | N/A | N/A | 0.89 | % | N/A | N/A | N/A | N/A | N/A | N/A | N/A | December 31, 2013 |
||||||||||||||||||||||
Diversified
Strategies Fund
|
1.22 | % | N/A | N/A | 0.80 | % | N/A | N/A | N/A | N/A | N/A | N/A | N/A | November 30, 2012 |
5
APPENDIX C
Class Level Voluntary Expense Limitations
Class Level Voluntary Expense Limitations
For each Fund listed in the table below, the Adviser voluntarily agrees to reduce its management
fee or, if necessary, make payment to each of the following share classes of the Fund in an amount
equal to the amount by which “Expenses” of the share class exceed the percentage of average annual
net assets (on an annualized basis) attributable to the class as outlined in the table below.
“Expenses” means all fund level and class specific operating expenses, excluding (a) taxes, (b)
brokerage commissions, (c) interest expense, (d) underlying fund expenses (“acquired fund fees”),
(e) litigation and indemnification expenses and other extraordinary expenses not incurred in the
ordinary course of the Fund’s business and (f) short dividend expense. The Adviser may terminate
these voluntary waivers at any time upon notice to the Trust.
Effective | ||||||||||||||||||||||||||||
Date of | ||||||||||||||||||||||||||||
Class | Class | Class | Class | Class | Class | Class | Class | Class | Class | Class | Expense | |||||||||||||||||
Fund | A | B | C | I | R1 | R2 | R3 | R4 | R5 | R6 | NAV | Limit | ||||||||||||||||
China Emerging Leaders Fund |
1.80 | % | N/A | N/A | 1.44 | % | N/A | N/A | N/A | N/A | N/A | N/A | N/A | January 1, 2013 (contractual until December 31, 2012) | ||||||||||||||
Global High Yield Fund |
1.30 | % | N/A | N/A | 1.10 | % | N/A | N/A | N/A | N/A | N/A | N/A | N/A | December 1, 2012 (contractual until November 30, 2012) |
||||||||||||||
Multi-Sector Bond Fund |
1.25 | % | N/A | N/A | 1.05 | % | N/A | N/A | N/A | N/A | N/A | N/A | N/A | December 1, 2012 (contractual until November 30, 2012) | ||||||||||||||
Diversified Strategies Fund |
1.22 | % | N/A | N/A | 0.80 | % | N/A | N/A | N/A | N/A | N/A | N/A | N/A | December 1, 2012 (contractual until November 30, 2012) |
6
APPENDIX D
Fund Level Investment Management Fee Waivers
Fund Level Investment Management Fee Waivers
Global Fund
International Value Fund
Natural Resources Fund
Small Cap Opportunities Fund
Smaller Company Growth Fund
Strategic Equity Allocation Fund
International Value Fund
Natural Resources Fund
Small Cap Opportunities Fund
Smaller Company Growth Fund
Strategic Equity Allocation Fund
The Adviser contractually agrees to waive its management fee for each Fund in an amount equal to the amount by which the management fee retained by the Adviser after payment of the subadvisory fees for the Fund exceeds 0.45% as a percentage of average annual net assets (on an annualized basis) of the Fund. The current expense limitation agreement expires on December 31, 2013 (December 31, 2012 in the case of Global Fund and March 26, 2013 in the case of Strategic Equity Allocation Fund), unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time. |
International Opportunities Fund
Strategic Equity Allocation Fund
Strategic Equity Allocation Fund
The Adviser voluntarily agrees to waive its management fee for the Funds in an amount equal to the amount by which the management fee retained by the Adviser after payment of the subadvisory fees for the Fund exceeds 0.45% as a percentage of average annual net assets (on an annualized basis) of the Fund. The Adviser may terminate this voluntary waiver at any time upon notice to the Trust. The voluntarily waiver agreement for Strategic Equity Allocation Fund takes effect immediately upon the expiration of the contractual waiver arrangement for the Fund set forth in the paragraph above. |
7
APPENDIX E
Retirement Living Portfolios’ Class Only Expense Limitation Agreement
Retirement Living Portfolios’ Class Only Expense Limitation Agreement
Retirement Living Portfolios
— The Adviser contractually agrees to reduce its management fee or, if necessary, make payment to
each of the following share classes of each of the Lifecycle Portfolios in an amount equal to the
amount by which the “Expenses” of the share class exceed the percentage of average annual net
assets (on an annualized basis) attributable to the class as set forth in the table below.
“Expenses” means all expenses attributable to a class of shares, excluding fund level expenses such
as (a) advisory fees, (b) underlying fund expenses (“acquired fund fees”), (c) taxes, (d) brokerage
commissions, (e) interest expense, (f) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Portfolio’s business and (g)
short dividend expense. This expense limitation agreement expires on December 31, 2013 (December
31, 2012 in the case of Class I), unless renewed by mutual agreement of the Portfolio and the
Adviser based upon a determination that this is appropriate under the circumstances at that time.
Class | Class | Class | Class | Class | Class | Class | Class | |||||||||||||||||||||||||
Portfolio | A | R1 | R2 | R3 | R4 | R5 | R6 | I | ||||||||||||||||||||||||
Retirement Living
through 2050 |
0.50 | % | 0.75 | % | 0.50 | % | 0.65 | % | 0.25 | % | 0.05 | % | 0.00 | % | 0.10 | % | ||||||||||||||||
Retirement Living
through 2045 |
0.50 | % | 0.75 | % | 0.50 | % | 0.65 | % | 0.25 | % | 0.05 | % | 0.00 | % | 0.10 | % | ||||||||||||||||
Retirement Living
through 2040 |
0.50 | % | 0.75 | % | 0.50 | % | 0.65 | % | 0.25 | % | 0.05 | % | 0.00 | % | 0.10 | % | ||||||||||||||||
Retirement Living
through 2035 |
0.50 | % | 0.75 | % | 0.50 | % | 0.65 | % | 0.25 | % | 0.05 | % | 0.00 | % | 0.10 | % | ||||||||||||||||
Retirement Living
through 2030 |
0.50 | % | 0.75 | % | 0.50 | % | 0.65 | % | 0.25 | % | 0.05 | % | 0.00 | % | 0.10 | % | ||||||||||||||||
Retirement Living
through 2025 |
0.50 | % | 0.75 | % | 0.50 | % | 0.65 | % | 0.25 | % | 0.05 | % | 0.00 | % | 0.10 | % | ||||||||||||||||
Retirement Living
through 2020 |
0.50 | % | 0.75 | % | 0.50 | % | 0.65 | % | 0.25 | % | 0.05 | % | 0.00 | % | 0.10 | % | ||||||||||||||||
Retirement Living
through 2015 |
0.50 | % | 0.75 | % | 0.50 | % | 0.65 | % | 0.25 | % | 0.05 | % | 0.00 | % | 0.10 | % | ||||||||||||||||
Retirement Living
through 2010 |
0.50 | % | 0.75 | % | 0.50 | % | 0.65 | % | 0.25 | % | 0.05 | % | 0.00 | % | 0.10 | % |
8
APPENDIX F
Lifestyle Portfolios’ Class Only Expense Limitation Agreement
Lifestyle Portfolios’ Class Only Expense Limitation Agreement
Lifestyle Portfolios
— The Adviser contractually agrees to reduce its management fee or, if necessary, make payment to
each of the following share classes of each of the five Lifestyle Portfolios in an amount equal to
the amount by which the “Expenses” of the share class exceed the percentage of average annual net
assets (on an annualized basis) attributable to the class as follows:
Class | Class | Class | Class | Class | Class | |||||||||||||||||||||||||||
Class A | Class B | Class C | R1 | R2 | R3 | R4 | R5 | R6 | ||||||||||||||||||||||||
N/A |
1.29% | N/A | N/A | 0.56 | % | N/A | N/A | N/A | 0.05 | % | ||||||||||||||||||||||
(Lifestyle Aggressive Portfolio only) |
“Expenses” means all expenses attributable to a class of shares, excluding fund level expenses such
as (a) advisory fees, (b) underlying fund expenses (“acquired fund fees”), (c) taxes, (d) brokerage
commissions, (e) interest expense, (f) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Portfolio’s business and (g)
short dividend expense. The current expense limitation agreement expires on April 30, 2013, unless
renewed by mutual agreement of the Portfolio and the Adviser based upon a determination that this
is appropriate under the circumstances at that time.
9
APPENDIX G
Retirement Choices Portfolios’ Class Only Expense Limitation Agreement
Retirement Choices Portfolios’ Class Only Expense Limitation Agreement
Retirement Choices at 2050 Portfolio
Retirement Choices at 2045 Portfolio
Retirement Choices at 2040 Portfolio
Retirement Choices at 2035 Portfolio
Retirement Choices at 2030 Portfolio
Retirement Choices at 2025 Portfolio
Retirement Choices at 2020 Portfolio
Retirement Choices at 2015 Portfolio
Retirement Choices at 2010 Portfolio
Retirement Choices at 2045 Portfolio
Retirement Choices at 2040 Portfolio
Retirement Choices at 2035 Portfolio
Retirement Choices at 2030 Portfolio
Retirement Choices at 2025 Portfolio
Retirement Choices at 2020 Portfolio
Retirement Choices at 2015 Portfolio
Retirement Choices at 2010 Portfolio
— The Adviser contractually agrees to reduce its management fee or, if necessary, make payment to
each of the following share classes of the Retirement Portfolios in an amount equal to the amount
by which the “Expenses” of the share class exceed the percentage of average annual net assets (on
an annualized basis) attributable to the class as set forth in the table below. “Expenses” means
all expenses attributable to a class of shares, excluding fund level expenses such as (a) advisory
fees, (b) underlying fund expenses (“acquired fund fees”), (c) taxes, (d) brokerage commissions,
(e) interest expense, (f) litigation and indemnification expenses and other extraordinary expenses
not incurred in the ordinary course of the Portfolio’s business and (g) short dividend expense. The
current expense limitation agreement expires on December 31, 2013, unless renewed by mutual
agreement of the Portfolio and the Adviser based upon a determination that this is appropriate
under the circumstances at that time.
Class R1 | Class R2 | Class R4 | Class R6 | |||||||||
0.75% |
0.50 | % | 0.25 | % | 0.00 | % |
10
APPENDIX H
Voluntary Advisor Waiver Agreement
Voluntary Advisor Waiver Agreement
X. Xxxx Price Subadvised Funds
The Adviser has voluntarily agreed to reduce the management fee for each of the following funds
subadvised by X. Xxxx Price Associates, Inc. by the amount that the subadvisory fee is reduced for
the fund by X. Xxxx Price Associates, Inc. pursuant to the Amended and Restated Group Fee Waiver
Agreement between Xxxx Xxxxxxx Investment Management Services, LLC and X. Xxxx Price Associates,
Inc. dated September 30, 2011.
Blue Chip Growth Fund
Capital Appreciation Value Fund
Equity-Income Fund
Health Sciences Fund
Mid Value Fund
Real Estate Equity Fund
Science & Technology Fund
Small Company Value Fund
Spectrum Income Fund
Capital Appreciation Value Fund
Equity-Income Fund
Health Sciences Fund
Mid Value Fund
Real Estate Equity Fund
Science & Technology Fund
Small Company Value Fund
Spectrum Income Fund
11
APPENDIX I
Alternative Asset Allocation Expense Limitation Agreement
Alternative Asset Allocation Expense Limitation Agreement
Alternative Asset Allocation Fund
The Adviser contractually agrees to reduce its management fee for the Fund, or if necessary
make payment to the Fund, in an amount equal to the amount by which the “Other Expenses” of the
Fund exceed 0.04% as a percentage of average annual net assets (on an annualized basis) of the
Fund. “Other Expenses” means all the expenses of the Fund, excluding (a) taxes, (b) brokerage
commissions, (c) interest expense, (d) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Fund’s business (e) advisory
fees, (f) 12b-1 fees, (g) transfer agency fees and service fees, (h) blue-sky fees, (i) printing
and postage fees, (j) underlying fund expenses (“acquired fund fees”) and (k) short dividend
expense. The current expense limitation agreement expires on December 31, 2013, unless renewed
by mutual agreement of the Fund and the Adviser based upon a determination that this is
appropriate under the circumstances at that time.
— The Adviser contractually agrees to reduce its management fee or, if necessary, make payment
to each of the following share classes of the Fund in an amount equal to the amount by which the
“Expenses” of the share class exceed the percentage of average annual net assets (on an
annualized basis) attributable to the class as set forth in the table below. “Expenses” means
all expenses attributable to a class of shares, excluding fund level expenses such as (a)
advisory fees, (b) underlying fund expenses (“acquired fund fees”), (c) taxes, (d) brokerage
commissions, (e) interest expense, (f) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Fund’s business and (g) short
dividend expense. This expense limitation agreement expires on December 31, 2013, unless renewed
by mutual agreement of the Fund and the Adviser based upon a determination that this is
appropriate under the circumstances at that time.
Class A | Class C | Class I | Class R2 | Class R6 | ||||||||||||
0.66% |
1.36 | % | 0.30 | % | 0.67 | % | 0.20 | % |
The Adviser contractually agrees to reduce its management fee by 0.10% as a percentage of
average annual net assets (on an annualized basis) of the Fund. The current expense limitation
agreement expires on December 31, 2013, unless renewed by mutual agreement of the Fund and the
Adviser based upon a determination that this is appropriate under the circumstances at that
time.
12
APPENDIX J
Voluntary Advisor Waiver Agreements
Voluntary Advisor Waiver Agreements
Lifestyle Portfolios
The Adviser voluntarily agrees to waive its advisory fee for each Lifestyle Portfolio (each a
“Fund”) so that the aggregate advisory fee retained by the Adviser with respect to both the Fund
and its underlying investments (after payment of subadvisory fees) does not exceed 0.50% of the
Fund’s first $7.5 billion of average annual net assets and 0.49% of the Fund’s average annual net
assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time
upon notice to the Trust.
Lifecycle Portfolios
The Adviser voluntarily agrees to waive its advisory fee for each Lifecycle Portfolio (each a
“Fund”) so that the aggregate advisory fee retained by the Adviser with respect to both the Fund
and its underlying investments (after payment of subadvisory fees) does not exceed 0.51% of the
Fund’s first $7.5 billion of average annual net assets and 0.50% of the Fund’s average annual net
assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time
upon notice to the Trust.
Retirement Portfolios
The Adviser voluntarily agrees to waive its advisory fee for each Retirement Portfolio (each a
“Fund”) so that the aggregate advisory fee retained by the Adviser with respect to both the Fund
and its underlying investments (after payment of subadvisory fees) does not exceed 0.51% of the
Fund’s first $7.5 billion of average annual net assets and 0.50% of the Fund’s average annual net
assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time
upon notice to the Trust.
Diversified Strategies Fund
The Adviser voluntarily agrees to waive its advisory fee for the Fund so that the aggregate
advisory fee retained by the Adviser with respect to both the Fund and its underlying investments
(after payment of subadvisory fees) does not exceed 0.70% of the Fund’s first $1.0 billion of
average annual net assets and 0.675% of the Fund’s average annual net assets in excess of $1.0
billion. The Adviser may terminate this voluntary waiver at any time upon notice to the Fund.
Alternative Asset Allocation Fund
The Adviser voluntarily agrees to waive its advisory fee for the Fund so that the aggregate
advisory fee retained by the Adviser with respect to both the Fund and its underlying investments
(after payment of subadvisory fees) does not exceed 0.60% of the Fund’s average annual net assets.
The Adviser may terminate this voluntary waiver at any time upon notice to the Fund.
13
Funds Listed in Attachment A
The Adviser voluntarily agrees to reduce its management fee for each Fund, or if necessary make payment to the Fund, in an amount equal to the amount by which the “Expenses” of the Fund exceed the percentage of average annual net assets (on an annualized basis) of the Fund listed in Attachment A. “Expenses” means all the expenses of the Fund, excluding (a) taxes, (b) brokerage commissions, (c) interest expense, (d) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business (e) advisory fees, (f) 12b-1 fees, (g) transfer agency fees and service fees, (h) blue-sky fees, (i) printing and postage fees, (j) underlying fund expenses (“acquired fund fees”) and (k) short dividend expense. This voluntary expense reimbursement will continue in effect until terminated at any time by the Adviser on notice to the Trust. |
14
Expiration | ||||||||||
Platform | Fund | Fund Name | Cap % | Date | ||||||
JHF II | 2CZC | JHF II Active Bond Fund |
0.150% | Voluntary | ||||||
JHF II | 2DBN | JHF II All Cap Core Fund |
0.200% | Voluntary | ||||||
JHF II | 2CVF | JHF II All Cap Value Fund |
0.200% | Voluntary | ||||||
JHF II | 2CK2 | JHF II Alpha Opportunities Fund |
0.200% | Voluntary | ||||||
JHF II | 2CZY | JHF II Blue Chip Growth Fund |
0.200% | Voluntary | ||||||
JHF II | 2CVA | JHF II Capital Appreciation Fund |
0.200% | Voluntary | ||||||
JHF II | 2Y57 | JHF II Capital Appreciation Value Fund |
0.200% | Voluntary | ||||||
JHF II | 2Y73 | JHF II China Emerging Leaders |
0.250% | Voluntary | ||||||
JHF II | 2CZS | JHF II Core Bond Fund |
0.150% | Voluntary | ||||||
JHF II | 2Y55 | JHF II Currency Strategies Fund |
0.150% | Voluntary | ||||||
JHF II | 2Y7C | JHF II Diversified Strategies Fund |
0.100% | Voluntary | ||||||
JHF II | 2Y38 | JHF II Emerging Markets Debt Fund |
0.150% | Voluntary | ||||||
JHF II | 2DCN | JHF II Emerging Markets Fund |
0.250% | Voluntary | ||||||
JHF II | 2CZ0 | JHF II Equity-Income Fund |
0.200% | Voluntary | ||||||
JHF II | 2DCU | JHF II Floating Rate Income |
0.150% | Voluntary | ||||||
JHF II | JHF II Fundamental Global Franchise Fund |
0.250% | Voluntary | |||||||
JHF II | 2CVB | JHF II Fundamental Value Fund |
0.200% | Voluntary | ||||||
JHF II | 2Y68 | JHF II Fundamental All Cap Core Fund |
0.200% | Voluntary | ||||||
JHF II | 2Y69 | JHF II Fundamental Large Cap Core Fund |
0.200% | Voluntary | ||||||
JHF II | 2Y70 | JHF II Fundamental Large Cap Value Fund |
0.200% | Voluntary | ||||||
JHF II | 2Y76 | JHF II Absolute Return Strategies |
0.200% | Voluntary | ||||||
JHF II | 2CZ1 | JHF II Global Bond Fund |
0.150% | Voluntary | ||||||
JHF II | 2Y33 | JHF II Global High Yield Fund |
0.150% | Voluntary | ||||||
JHF II | 2DBH | JHF II Global Real Estate Fund |
0.250% | Voluntary | ||||||
JHF II | 2Y74 | JHF II Health Sciences Fund |
0.200% | Voluntary | ||||||
JHF II | 2DAD | JHF II Heritage Fund |
0.200% | Voluntary | ||||||
JHF II | 2DBM | JHF II High Income Fund |
0.150% | Voluntary | ||||||
JHF II | 2CZ5 | JHF II High Yield Fund |
0.150% | Voluntary | ||||||
JHF II | JHF II International Growth Equity Fund |
0.250% | Voluntary | |||||||
JHF II | JHF II International Growth Opportunities Fund |
0.250% | Voluntary | |||||||
JHF II | 2Y53 | JHF II International Growth Stock Fund |
0.250% | Voluntary | ||||||
JHF II | 2CZR | JHF II International Opportunities Fund |
0.250% | Voluntary | ||||||
JHF II | 2CZ4 | JHF II International Small Cap Fund |
0.250% | Voluntary | ||||||
JHF II | 2DBF | JHF II International Small Company Fund |
0.250% | Voluntary | ||||||
JHF II | 2CZ8 | JHF II International Value Fund |
0.250% | Voluntary | ||||||
JHF II | 2CZW | JHF II Investment Quality Bond Fund |
0.150% | Voluntary | ||||||
JHFII | 2DCA | JHF II Lifecycle 2010 Portfolio |
0.100% | Voluntary | ||||||
JHFII | 2DCB | JHF II Lifecycle 2015 Portfolio |
0.100% | Voluntary | ||||||
JHFII | 2DCD | JHF II Lifecycle 2020 Portfolio |
0.100% | Voluntary | ||||||
JHFII | 2DCE | JHF II Lifecycle 2025 Portfolio |
0.100% | Voluntary | ||||||
JHFII | 2DCF | JHF II Lifecycle 2030 Portfolio |
0.100% | Voluntary | ||||||
JHFII | 2DCG | JHF II Lifecycle 2035 Portfolio |
0.100% | Voluntary | ||||||
JHFII | 2DCH | JHF II Lifecycle 2040 Portfolio |
0.100% | Voluntary | ||||||
JHFII | 2DCJ | JHF II Lifecycle 2045 Portfolio |
0.100% | Voluntary | ||||||
JHFII | 2Y59 | JHF II Lifecycle 2050 Portfolio |
0.100% | Voluntary | ||||||
JHF II | 2CVL | JHF II Lifestyle Aggressive Portfolio |
0.100% | Voluntary | ||||||
JHF II | 2CVI | JHF II Lifestyle Balanced Portfolio |
0.100% | Voluntary | ||||||
JHF II | 2CVG | JHF II Lifestyle Conservative Portfolio |
0.100% | Voluntary | ||||||
JHF II | 2CVJ | JHF II Lifestyle Growth Portfolio |
0.100% | Voluntary | ||||||
JHF II | 2CVH | JHF II Lifestyle Moderate Portfolio |
0.100% | Voluntary | ||||||
JHF II | 2Y49 | JHF II Mid Cap Growth Index Fund |
0.075% | Voluntary | ||||||
JHF II | 2CZ7 | JHF II Mid Cap Stock Fund |
0.200% | Voluntary | ||||||
JHF II | 2DBR | JHF II Mid Cap Value Equity Fund |
0.200% | Voluntary | ||||||
JHF II | 2Y48 | JHF II Mid Cap Value Index Fund |
0.075% | Voluntary | ||||||
JHF II | 2Y16 | JHF II Mid Value Fund |
0.200% | Voluntary | ||||||
JHF II | 2Y34 | JHF II Multi-Sector Bond |
0.150% | Voluntary | ||||||
JHF II | 2Y54 | JHF II Mutual Shares Fund |
0.200% | Voluntary | ||||||
JHF II | 2CZF | JHF II Natural Resources Fund |
0.200% | Voluntary | ||||||
JHF II | 2DBJ | JHF II Real Estate Equity Fund |
0.200% | Voluntary | ||||||
JHF II | 2CZB | JHF II Real Estate Securities Fund |
0.200% | Voluntary | ||||||
JHF II | 2CZE | JHF II Real Return Bond Fund |
0.150% | Voluntary | ||||||
JHF II | 2Y72 | JHF II Redwood Fund |
0.200% | Voluntary | ||||||
JHF II | 2DCY | JHF II Small Cap Growth Fund |
0.200% | Voluntary | ||||||
JHF II | 2CHK | JHF II Small Cap Opportunities Fund |
0.200% | Voluntary | ||||||
JHF II | 2Y21 | JHF II Small Cap Value Fund |
0.200% | Voluntary | ||||||
JHF II | 2DAB | JHF II Small Company Growth Fund |
0.200% | Voluntary | ||||||
JHF II | 2CZ6 | JHF II Small Company Value Fund |
0.200% | Voluntary | ||||||
JHF II | 2CKC | JHF II Smaller Company Growth Fund |
0.200% | Voluntary | ||||||
JHF II | 2DAG | JHF II Spectrum Income Fund |
0.150% | Voluntary | ||||||
JHF II | 2K2K | JHF II Strategic Equity Allocation Fund |
0.200% | Voluntary | ||||||
JHF II | 2DBP | JHF II Strategic Income Opportunities Fund |
0.150% | Voluntary | ||||||
JHF II | 2Y30 | JHF II Technical Opportunities Fund |
0.200% | Voluntary | ||||||
JHF II | JHF II Technical Opportunities Fund II |
0.200% | Voluntary | |||||||
JHF II | 2CZ9 | JHF II Total Return Fund |
0.150% | Voluntary | ||||||
JHF II | 2CZU | JHF II U.S. High Yield Bond Fund |
0.150% | Voluntary | ||||||
JHF II | 2DAF | JHF II U.S. Equity Fund |
0.200% | Voluntary | ||||||
JHF II | 2DAE | JHF II Value & Restucturing Fund |
0.200% | Voluntary | ||||||
JHF II | 2DBY | JHF II Value Fund |
0.200% | Voluntary |
15