JOHN HANCOCK FUNDS II MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED

XXXX XXXXXXX FUNDS II

MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED

     AMENDMENT made as of this 26^th day of September, 2008 to the Subadvisory Agreement dated October 17, 2005, as amended (the “Amendment”), between Xxxx Xxxxxxx Investment Management Services, LLC , a Delaware limited liability company (the “Adviser”), and MFC Global Investment Management (U.S.A.) Limited, a Canadian 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, “Compensation of Subadviser”, is hereby amended to add the following Fund:

     Smaller Company Growth Fund (the “Portfolio”)

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.

(THE REMAINDER OF THIS SPACE HAS BEEN 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 SERVICES, LLC
By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Executive Vice President
MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
By:		/s/ X.X. Xxxxxxxxx
		Name: X.X. Xxxxxxxxx
		Title: President & COO

     The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below and shall manage the portion of each Portfolio’s assets assigned to it from time to time by the Adviser. 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 at an annual rate as follows (the “Subadviser Fee”):

						Excess Over
		First $500 Million				$500 Million of
Portfolio		of Aggregate Net Assets*				Aggregate Net Assets*
500 Index Fund			[%]				[%]

Excess Over

Portfolio

First $250 Million

Next $250 Million

$500 Million

Absolute Return Portfolio

[%]

[%]

[%]

Portfolio		All Asset Levels
Active Bond Fund			[%]

Next $250 Million

Excess Over

First $250 Million

of Aggregate Net

$500 Million of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

American Fundamental Holdings Fund

[%]

[%]

[%]

Next $250 Million

Excess Over

First $250 Million

of Aggregate Net

$500 Million of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

American Global Diversification Fund

[%]

[%]

[%]

Next $250 Million

Excess Over

First $250 Million

of Aggregate Net

$500 Million of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

American Diversification Growth & Income Fund

[%]

[%]

[%]

Next $6 Billion

Excess Over

First $1.5 Billion

of Aggregate Net

$7.5 Billion of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

Lifecycle Portfolios

[%]

[%]

[%]

Next $6 Billion

Excess Over

First $1.5 Billion

of Aggregate Net

$7.5 Billion of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

Lifestyle Portfolios

[%]

[%]

[%]

Next $250 Million

Excess Over

First $250 Million

of Aggregate Net

$500 Million of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

Mid Cap Index Fund

[%]

[%]

[%]

						Excess Over
		First $500 Million				$500 Million of
Portfolio		of Aggregate Net Assets*				Aggregate Net Assets*
Money Market Fund			[%]				[%]

						Excess Over
		First $2.5 Billion				$2.5 Billion of
Portfolio		of Aggregate Net Assets*				Aggregate Net Assets*
Optimized All Cap Fund			[%]				[%]

Next $500 Million

Excess Over

First $500 Million

of Aggregate Net

$1 Billion of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

Optimized Value Fund

[%]

[%]

[%]

						Excess Over
		First $500 Million				$500 Million of
Portfolio		of Aggregate Net Assets*				Aggregate Net Assets*
Pacific Rim Fund			[%]				[%]

Next $250 Million

Excess Over

First $250 Million

of Aggregate Net

$500 Million of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

Retirement Distribution Portfolio Retirement Rising Distribution Portfolio

[%]

[%]

[%]

Next $250 Million

Excess Over

First $250 Million

of Aggregate Net

$500 Million of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

Small Cap Index Fund

[%]

[%]

[%]

Next $250 Million

Excess Over

First $250 Million

of Aggregate Net

$500 Million of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

Smaller Company Growth Fund

[%]

[%]

[%]

Next $250 Million

Excess Over

First $250 Million

of Aggregate Net

$500 Million of

Portfolio

of Aggregate Net Assets*

Assets*

Aggregate Net Assets*

Total Stock Market Index Fund

[%]

[%]

[%]

* The term Aggregate Net Assets includes the portion of the net assets of a Portfolio of the Trust managed by the Subadviser. It also includes with respect to each Portfolio the portion(s) of the net assets of one or more 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, the net assets of the Portfolio and each other portfolio 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.

Trust Portfolio(s)		Other Portfolio(s)
500 Index Fund		Index 500 Trust, a series of Xxxx Xxxxxxx Trust
Absolute Return Fund		Absolute Return Trust, a series of Xxxx Xxxxxxx Trust
Active Bond Fund		N/A
American Fundamental Holdings Fund		American Global Diversification Trust American Diversification Growth & Income Trust, American Fundamental Holdings Trust, each a series of Xxxx Xxxxxxx Trust
		American Global Diversification Fund American Diversification Growth & Income Fund, each a series of Xxxx Xxxxxxx Funds II
American Global Diversification Trust		American Fundamental Holdings Trust American Diversification Growth & Income

Trust Portfolio(s)		Other Portfolio(s)
		Trust, American Global Diversification Trust each a series of Xxxx Xxxxxxx Trust
		American Diversification Growth & Income Fund,
		American Fundamental Holdings Fund each a series of Xxxx Xxxxxxx Funds II
American Diversification Growth & Income Trust		American Fundamental Holdings Trust American Global Diversification Trust, American Diversification Growth & Income Trust, each a series of Xxxx Xxxxxxx Trust
		American Global Diversification Fund, American Fundamental Holdings Fund each a series of Xxxx Xxxxxxx Funds II
Lifecycle Portfolios		Lifecycle 2010 Portfolio, Lifecycle 2015 Portfolio, Lifecycle 2020 Portfolio, Lifecycle 2025 Portfolio, Lifecycle 2030 Portfolio, Lifecycle 2035 Portfolio, Lifecycle 2040 Portfolio, Lifecycle 2045 Portfolio, Lifecycle 2050 Portfolio, Lifecycle Retirement Portfolio, collectively referred to as the Lifecycle Trusts, each a series of Xxxx Xxxxxxx Funds II
Lifestyle Portfolios		Lifestyle Aggressive Fund, Lifestyle Balanced Fund, Lifestyle Conservative Fund, Lifestyle Growth Fund, Lifestyle Moderate Fund, collectively referred to as the Lifestyle Funds, each a series of Xxxx Xxxxxxx Funds II
Mid Cap Index Fund		Mid Cap Index Trust, a series of Xxxx Xxxxxxx Trust
Money Market Fund		Money Market Trust, a series of Xxxx Xxxxxxx Trust
Pacific Rim Fund		Pacific Rim Trust, a series of Xxxx Xxxxxxx Trust
Optimized All Cap Fund		Optimized All Cap Trust, a series of Xxxx Xxxxxxx Trust
Optimized Value Fund		Optimized Value Trust, a series of Xxxx Xxxxxxx Trust
Retirement Distribution Portfolio		Retirement Rising Distribution Portfolio
Retirement Rising Distribution Portfolio		Retirement Distribution Portfolio
Small Cap Index Fund		Small Cap Index Trust, a series of Xxxx Xxxxxxx Trust
Smaller Company Growth Fund		Smaller Company Growth Trust, a series of Xxxx Xxxxxxx Trust
Total Stock Market Index Fund		Total Stock Market Index Fund, a series of Xxxx Xxxxxxx Trust

     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 the quotient of (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 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 Subadviser.

     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 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.