September 20, 2019 To the Trustees of: John Hancock Funds II 200 Berkeley Street Boston, MA 02116 Re: Amended and Restated Expense Limitation Agreement and Voluntary Expense Limitation Notice With reference to the Advisory Agreements dated December...
Exhibit (h)(9)
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Xxxx Xxxxxxx Investment Management LLC 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 |
 |
September 20, 2019
To the Trustees of:
Xxxx Xxxxxxx Funds II
000 Xxxxxxxx Xxxxxx
Boston, MA 02116
Re: Amended and Restated Expense Limitation Agreement and Voluntary Expense Limitation Notice
With reference to the Advisory Agreements dated December 18, 2013 and January 1, 2014 entered into by and between Xxxx Xxxxxxx Investment Management LLC (the “Adviser,” formerly Xxxx Xxxxxxx Advisers, LLC) 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 Appendices attached hereto. As noted in the Appendices, 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 the Trust 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, in accruing each Fund’s expenses for purposes of calculating its net and gross 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 the Trust so to rely.
Very truly yours,
| XXXX XXXXXXX INVESTMENT MANAGEMENT LLC |
ACCEPTED BY: XXXX XXXXXXX FUNDS II | |||
| By: | /s/ Xxxxxxx X. Xxxx | By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: Xxxxxxx X. Xxxx | Name: Xxxxxxx X. Xxxxx | |||
| Title: Chief Financial Officer | Title: Chief Financial Officer | |||
A copy of the document establishing the Trust is filed with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed by the officer in his capacity as such and not as an individual and is not binding upon any of the Trustees, officers or shareholders of the Trust individually but only upon the assets of the Funds.
APPENDIX A
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 daily 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) class specific expenses, (g) underlying fund expenses (“acquired fund fees”), and (h) short dividend expense.
The current expense limitation agreement expires on the date 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.
| Fund | Limit on Fund Level Expenses |
Expiration Date of Expense Limit |
| Income Allocation Fund | 0.14%1 | December 31, 20201 |
| Multimanager Lifestyle Aggressive Portfolio | 0.05% | April 30, 2020 |
| Multimanager Lifestyle Growth Portfolio | 0.05% | April 30, 2020 |
| Multimanager Lifestyle Balanced Portfolio | 0.05% | April 30, 2020 |
| Multimanager Lifestyle Moderate Portfolio | 0.05% | April 30, 2020 |
| Multimanager Lifestyle Conservative Portfolio | 0.05% | April 30, 2020 |
| Multi-Index Lifestyle Aggressive Portfolio | 0.05%2 | December 31, 20202 |
| Multi-Index Lifestyle Growth Portfolio | 0.05%2 | December 31, 20202 |
| Multi-Index Lifestyle Balanced Portfolio | 0.05%2 | December 31, 20202 |
| Multi-Index Lifestyle Moderate Portfolio | 0.05%2 | December 31, 20202 |
| Multi-Index Lifestyle Conservative Portfolio | 0.05%2 | December 31, 20202 |
1 At the September 17-20, 2019 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, increasing the contractual limit on fund level expenses for Income Allocation Fund (from 0.04% to 0.14%) with an expiration date of December 31, 2020, effective as of January 1, 2020.
2 At the September 17-20, 2019 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the contractual limits on fund level expenses for the funds set forth above to December 31, 2020, each effective upon the current expiration date of December 31, 2019.
| A-1 |
APPENDIX B
Fund Level Contractual Expense Waiver
For each Fund listed below, the Adviser contractually agrees to waive its advisory fees and/or reimburse certain Expenses including underlying fund expenses (“Acquired fund fees”) to reduce the total annual fund operating expenses by the amounts set forth in the table below as a percentage of average daily net assets of the Fund.
The current expense waiver agreement expires on the date 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.
| Fund | Waiver | Expiration Date of Expense Limit |
| N/A |
| B-1 |
APPENDIX C
Fund Level Contractual Limitation on Fund Level Expenses
For purposes of this Appendix:
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 “Expenses” of the Fund exceed the percentage of average daily net assets (on an annualized basis) of the Fund as set forth in the table below. “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) Rule 12b-1 fees, (f) transfer agent fees and service fees, (g) shareholder servicing fees, (h) borrowing costs, (i) prime brokerage fees, (j) acquired fund fees and expenses paid indirectly, and (k) short dividend expense.
“Expense Limit” means the percentage of a Fund’s average daily net assets (on an annualized basis) set forth below.
The current expense limitation agreement expires on the date 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.
|
Fund |
Limit on Fund Level Expenses |
Expiration Date of |
| Emerging Markets Debt Fund | 0.78%1 | December 31, 20201 |
| Global Equity Fund | 0.89%1 | December 31, 20201 |
| New Opportunities Fund | 0.79% | December 31, 2019 |
| Floating Rate Income Fund | 0.66%1 | December 31, 20201 |
| Fundamental All Cap Core Fund | 0.84% | November 30, 2020 |
1 At the September 17-20, 2019 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the fund level contractual limit of the funds set forth above to December 31, 2020, each effective upon the current expiration date of December 31, 2019.
| C-1 |
APPENDIX D
Fund Level Target Date Portfolio Contractual Limitation on Fund Level Expenses
For purposes of this Appendix:
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 certain “Expenses,” including underlying fund expenses (“acquired fund fees”), exceed the percentage of average daily net assets (on an annualized basis) of the Fund as set forth in the table below. “Expenses” includes acquired fund fees and all Fund expenses other than (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) Rule 12b-1 fees, (f) transfer agent fees and service fees, (g) shareholder servicing fees, (h) borrowing costs, (i) prime brokerage fees, and (j) short dividend expense.
The current expense limitation agreement expires on the date 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.
|
Fund |
Limit on Fund Level Expenses |
Expiration Date of |
| Multi-Index Income Preservation Portfolio | 0.34%1 | December 31, 20201 |
| Multi-Index 2020 Preservation Portfolio | 0.33%1 | December 31, 20201 |
| Multi-Index 2025 Preservation Portfolio | 0.35%1 | December 31, 20201 |
| Multi-Index 2030 Preservation Portfolio | 0.36%1 | December 31, 20201 |
| Multi-Index 2035 Preservation Portfolio | 0.36%1 | December 31, 20201 |
| Multi-Index 2040 Preservation Portfolio | 0.36%1 | December 31, 20201 |
| Multi-Index 2045 Preservation Portfolio | 0.37%1 | December 31, 20201 |
| Multi-Index 2050 Preservation Portfolio | 0.38%1 | December 31, 20201 |
| Multi-Index 2055 Preservation Portfolio | 0.38%1 | December 31, 20201 |
| Multi-Index 2060 Preservation Portfolio | 0.37%1 | December 31, 20201 |
| Multi-Index 2010 Lifetime Portfolio | 0.35%1 | December 31, 20201 |
| Multi-Index 2015 Lifetime Portfolio | 0.37%1 | December 31, 20201 |
| Multi-Index 2020 Lifetime Portfolio | 0.38%1 | December 31, 20201 |
| Multi-Index 2025 Lifetime Portfolio | 0.39%1 | December 31, 20201 |
| Multi-Index 2030 Lifetime Portfolio | 0.37%1 | December 31, 20201 |
| Multi-Index 2035 Lifetime Portfolio | 0.36%1 | December 31, 20201 |
| Multi-Index 2040 Lifetime Portfolio | 0.36%1 | December 31, 20201 |
| Multi-Index 2045 Lifetime Portfolio | 0.36%1 | December 31, 20201 |
| Multi-Index 2050 Lifetime Portfolio | 0.36%1 | December 31, 20201 |
| Multi-Index 2055 Lifetime Portfolio | 0.36%1 | December 31, 20201 |
| Multi-Index 2060 Lifetime Portfolio | 0.36%1 | December 31, 20201 |
1 At the September 17-20, 2019 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the contractual limits on fund level expenses for the funds set forth above with an expiration date of December 31, 2020, each effective upon the current expiration date of December 31, 2019.
| D-1 |
|
Fund |
Limit on Fund Level Expenses |
Expiration Date of |
| Multimanager 2010 Lifetime Portfolio | 0.50%1 | December 31, 20201 |
| Multimanager 2015 Lifetime Portfolio | 0.52%1 | December 31, 20201 |
| Multimanager 2020 Lifetime Portfolio | 0.54%1 | December 31, 20201 |
| Multimanager 2025 Lifetime Portfolio | 0.56%1 | December 31, 20201 |
| Multimanager 2030 Lifetime Portfolio | 0.57%1 | December 31, 20201 |
| Multimanager 2035 Lifetime Portfolio | 0.59%1 | December 31, 20201 |
| Multimanager 2040 Lifetime Portfolio | 0.58%1 | December 31, 20201 |
| Multimanager 2045 Lifetime Portfolio | 0.58%1 | December 31, 20201 |
| Multimanager 2050 Lifetime Portfolio | 0.60%1 | December 31, 20201 |
| Multimanager 2055 Lifetime Portfolio | 0.59%1 | December 31, 20201 |
| Multimanager 2060 Lifetime Portfolio | 0.58%1 | December 31, 20201 |
| D-2 |
APPENDIX E
Class Specific Contractual Expense Limitations
For each Fund listed in the table below, the Adviser contractually agrees to waive and/or reimburse all class specific expenses for the share classes of the Fund listed in the table below, including Rule 12b-1 fees, transfer agency fees and service fees, shareholder servicing fees, and other class specific expenses (“Class Level Expenses”), to the extent they exceed the amount of average daily net assets (on an annualized basis) attributable to the class set forth in the table (the “Class Expense Waiver”).
For purposes of implementing any total fund operating expense limitations set forth in the tables in Appendix F in addition to a Class Expense Waiver for the same share class, the Class Expense Waiver will be applied first and if following the application of the Class Expense Waiver to the extent that “Expenses” of the share class (as described in Appendix F) exceed the percentage of average daily net assets (on an annualized basis) attributable to the class as set forth in the table in Appendix F (the “Class Level Contractual Total Operating Expense Limitation”), the Adviser contractually agrees to reduce its management fee or, if necessary, make payment to the class in an amount equal to the amount by which “Expenses” (as described in Appendix F) of the share class exceed the Class Level Contractual Total Operating Expense Limitation.
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.
| Fund | Class | Expiration Date of Expense Limit |
| N/A |
| E-1 |
APPENDIX F
Class Specific Voluntary Expense Limitations
For each Fund listed in the table below, the Adviser voluntarily agrees to waive and/or reimburse all class specific expenses for the share classes of the Fund listed in the table below, including Rule 12b-1 fees, transfer agency fees and service fees, shareholder servicing fees, and other class specific expenses (“Class Level Expenses”), to the extent they exceed the amount of average daily net assets (on an annualized basis) attributable to the class set forth in the table (the “Class Voluntary Expense Waiver”).
For purposes of implementing any total fund operating expense limitations set forth in the tables in Appendix G in addition to a Class Voluntary Expense Waiver for the same share class, the Class Voluntary Expense Waiver will be applied first and if following the application of the Class Voluntary Expense Waiver to the extent that “Expenses” of the share class (as described in Appendix G) exceed the percentage of average daily net assets (on an annualized basis) attributable to the class as set forth in the table in Appendix G (the “Class Level Voluntary Total Operating Expense Limitation”), the Adviser agrees to reduce its management fee or, if necessary, make payment to the class in an amount equal to the amount by which “Expenses” (as described in Appendix G) of the share class exceed the Class Level Voluntary Total Operating Expense Limitation.
The Adviser may terminate these voluntary waivers at any time upon notice to the Trust.
| Fund | Class | Effective Date of Expense Limit |
| N/A |
| F-1 |
APPENDIX G
Class Level Contractual Total Operating 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 daily net assets (on an annualized basis) attributable to the class set forth in the table.
“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.
| Fund | Class 1 | Class A | Class B | Class C | Class I | Class R1 | Class R2 | Class R3 | Class R4 | Class R5 | Class R6 | Class NAV | Expiration Date of Expense Limit |
| Blue Chip Growth Fund |
N/A | 1.14%1 | N/A | 1.89%1 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | December 31, 20201 |
| Equity Income Fund |
N/A | 1.14%1 | N/A | 1.89%1 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | December 31, 20201 |
| Floating Rate Income Fund | 0.70%1 | 1.00%1 | 1.75%1 | 1.75%1 | 0.77%1 | N/A | N/A | N/A | N/A | N/A | 0.66%1 | 0.66%1 | December 31, 20201 |
| International Small Company Fund | N/A | 1.39%1 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | December 31, 20201 |
| New Opportunities Fund |
N/A | 1.21% | N/A | 1.91% | 0.90% | N/A | N/A | N/A | N/A | N/A | N/A | N/A | December 31, 2019 |
| Retirement Income 2040 Fund | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 0.38% | N/A | April 30, 2020 |
| Spectrum Income Fund |
N/A | 1.12%1 | N/A | 1.87%1 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | December 31, 20201 |
1 At the September 17-20, 2019 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the class level contractual total operating expense limitations for the funds set forth above with an expiration date of December 31, 2020, each effective upon the current expiration date of December 31, 2019.
| G-1 |
APPENDIX H
Voluntary Total Operating 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 daily net assets (on an annualized basis) attributable to the class set forth in the table.
“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.
| Fund | Class A | Class B | Class C | Class I | Class R1 | Class R2 | Class R3 | Class R4 | Class R5 | Class R6 | Class NAV | Effective Date of Expense Limit |
| Diversified Strategies Fund | 1.70% | N/A | N/A | 1.39% | N/A | N/A | N/A | N/A | N/A | N/A | N/A | September 20, 2013 |
| H-1 |
APPENDIX I
Fund Level Investment Management Fee Waivers
International Value Fund
The Adviser contractually agrees to waive its management fee for the 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 daily net assets (on an annualized basis) of the Fund. The current expense limitation agreement for the Fund expires on December 31, 2020, 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.1
New Opportunities Fund
The Adviser contractually agrees to waive its management fee for the 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 daily net assets (on an annualized basis) of the Fund. The current expense limitation agreement for the Fund expires on December 31, 2019, 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 Strategic Equity Allocation Fund
Strategic Equity Allocation Fund
U.S. Sector Rotation Fund (formerly U.S. Strategic Equity Allocation Fund)
The Adviser voluntarily 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 daily net assets (on an annualized basis) of the Fund. The Adviser may terminate this voluntary waiver at any time upon notice to the Trust.
Strategic Income Opportunities Fund
The Adviser contractually agrees to reduce its management fee (after giving effect to asset-based breakpoints) by 0.02% as a percentage of average daily net assets of the Fund. The current expense limitation agreement expires on December 31, 2020, 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.2
1 At the September 17-20, 2019 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the management fee waiver for International Value Fund to December 31, 2020, effective upon the current expiration date of December 31, 2019.
2 At the September 17-20, 2019 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the management fee waiver for Strategic Income Opportunities Fund to December 31, 2020, effective upon the current expiration date of December 31, 2019.
| I-1 |
Income Allocation Fund
The Adviser contractually agrees to waive its management fee for the Fund so that the aggregate management fee retained by the Adviser with respect to both the Fund and its underlying investments (after payment of subadvisory fees) does not exceed 0.45% of the Fund’s average daily net assets. The current expense limitation agreement expires on December 31, 2020, 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.3
3 At the September 17-20, 2019 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the management fee waiver for Income Allocation Fund to December 31, 2020, effective upon the current expiration date of December 31, 2019.
| I-2 |
APPENDIX J
Class Only 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 the “Expenses” of the share class exceed the percentage of average daily net assets (on an annualized basis) attributable to the class set forth in the table.
“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. 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.
| Fund | Class A | Class R1 |
Class R2
|
Class R3 | Class R4 | Class R5 | Class R6 | Class I | Expiration Date of Expense Limit |
| Multimanager Lifestyle Aggressive Portfolio | 0.41% | N/A | N/A | N/A | N/A | N/A | N/A | 0.11% |
April 30, 2020
|
| Multimanager Lifestyle Growth Portfolio | 0.41% | N/A | N/A | N/A | N/A | N/A | N/A | 0.11% |
April 30, 2020
|
| Multimanager Lifestyle Balanced Portfolio | 0.41% | N/A | N/A | N/A | N/A | N/A | N/A | 0.11% |
April 30, 2020
|
| Multimanager Lifestyle Moderate Portfolio | 0.41% | N/A | N/A | N/A | N/A | N/A | N/A | 0.11% |
April 30, 2020
|
| Multimanager Lifestyle Conservative Portfolio | 0.41% | N/A | N/A | N/A | N/A | N/A | N/A | 0.11% |
April 30, 2020
|
| Multi-Index 2060 Preservation Portfolio |
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
0.00% |
N/A
|
December 31, 20201 |
| Multi-Index 2055 Preservation Portfolio |
N/A
|
N/A | N/A | N/A | N/A | N/A | 0.00% |
N/A
|
December 31, 20201 |
1 At the September 17-20, 2019 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the class only contractual expense limitations for shares of the funds set forth above to December 31, 2020, each effective upon the current expiration date of December 31, 2019.
| J-1 |
| Fund | Class A | Class R1 |
Class R2
|
Class R3 | Class R4 | Class R5 | Class R6 | Class I | Expiration Date of Expense Limit |
| Multi-Index 2050 Preservation Portfolio |
N/A
|
N/A | N/A | N/A | N/A | N/A | 0.00% |
N/A
|
December 31, 20201 |
| Multi-Index 2045 Preservation Portfolio |
N/A
|
N/A | N/A | N/A | N/A | N/A | 0.00% |
N/A
|
December 31, 20201 |
| Multi-Index 2040 Preservation Portfolio |
N/A
|
N/A | N/A | N/A | N/A | N/A | 0.00% |
N/A
|
December 31, 20201 |
| Multi-Index 2035 Preservation Portfolio |
N/A
|
N/A | N/A | N/A | N/A | N/A | 0.00% |
N/A
|
December 31, 20201 |
| Multi-Index 2030 Preservation Portfolio |
N/A
|
N/A | N/A | N/A | N/A | N/A | 0.00% |
N/A
|
December 31, 20201 |
| Multi-Index 2025 Preservation Portfolio |
N/A
|
N/A | N/A | N/A | N/A | N/A | 0.00% |
N/A
|
December 31, 20201 |
| Multi-Index 2020 Preservation Portfolio |
N/A
|
N/A | N/A | N/A | N/A | N/A | 0.00% |
N/A
|
December 31, 20201 |
| Multi-Index Income Preservation Portfolio |
N/A
|
N/A | N/A | N/A | N/A | N/A | 0.00% |
N/A
|
December 31, 20201 |
| Multimanager 2060 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multimanager 2055 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multimanager 2050 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multimanager 2045 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multimanager 2040 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multimanager 2035 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multimanager 2030 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multimanager 2025 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multimanager 2020 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| J-2 |
| Fund | Class A | Class R1 |
Class R2
|
Class R3 | Class R4 | Class R5 | Class R6 | Class I | Expiration Date of Expense Limit |
| Multimanager 2015 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multimanager 2010 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multi-Index 2060 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multi-Index 2055 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multi-Index 2050 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multi-Index 2045 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multi-Index 2040 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multi-Index 2035 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multi-Index 2030 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multi-Index 2025 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multi-Index 2020 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multi-Index 2015 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| Multi-Index 2010 Lifetime Portfolio | N/A | N/A | N/A | N/A | N/A | N/A | 0.00% | N/A | December 31, 20201 |
| J-3 |
APPENDIX K
Voluntary Adviser Waiver Agreements
The following voluntary expense waivers will continue in effect until terminated at any time by the Adviser on notice to the Trust.
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
Science & Technology Fund
Small Company Value Fund
Spectrum Income Fund
Deutsche Bank Subadvised Funds
The Adviser has voluntarily agreed to reduce the management fee for the following Fund subadvised by Deutsche Investment Management Americas Inc. (“Deutsche”) by the amount that the subadvisory fee for the Fund is reduced by Deutsche pursuant to the Deutsche fee letter agreement dated May 13, 2013.
Real Estate Securities Fund
Science and Technology Fund
The Adviser has voluntarily agreed to waive 0.05% of its advisory fee otherwise payable on the portion of the aggregate net assets of Science & Technology Fund between and including $250,000,001 and $500,000,000 that are managed by Allianz Global Investors U.S. LLC.
| K-1 |
Retirement Income 2040 Fund
The Adviser voluntarily agrees to reduce its advisory fee that would be payable by the Retirement Income 2040 Fund (after giving effect to asset-based breakpoints) by 0.12% of the Retirement Income 2040 Fund ‘s average daily net assets.
| K-2 |
APPENDIX L
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 daily 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) class specific expenses, (g) underlying fund expenses (“acquired fund fees”), and (h) short dividend expense. The current expense limitation agreement expires on December 31, 2020, 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.1
The Adviser contractually agrees to reduce its advisory fee that would be payable by the Fund by 0.05% of the Fund’s average daily net assets up to $5 billion, and by 0.025% on average daily net assets of the Fund over $5 billion. This expense limitation agreement expires on December 31, 2020, 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.1
1 At the September 17-20, 2019 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the management fee waivers set forth above for Alternative Asset Allocation Fund to December 31, 2020, effective upon the current expiration date of December 31, 2019.
| L-1 |
APPENDIX M
Voluntary Adviser Expense Limitation Agreements
Multimanager Lifestyle Portfolios (formerly 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 daily net assets and 0.49% of the Fund’s average daily net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time upon notice to the Trust.
Multi-Index Lifestyle Portfolios (formerly Lifestyle II Portfolios)
The Adviser voluntarily agrees to waive its advisory fee for each Lifestyle II 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 daily net assets and 0.49% of the Fund’s average daily net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time upon notice to the Trust.
Multimanager Lifetime Portfolios (formerly Retirement Living Portfolios)
The Adviser voluntarily agrees to waive its advisory fee for each Retirement Living 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 daily net assets and 0.50% of the Fund’s average daily net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time upon notice to the Trust.
Multi-Index Lifetime Portfolios (formerly Retirement Living II Portfolios)
The Adviser voluntarily agrees to waive its advisory fee for each Retirement Living II 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 daily net assets and 0.50% of the Fund’s average daily net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time upon notice to the Trust.
Multi-Index Preservation Portfolios (formerly Retirement Choices Portfolios)
The Adviser voluntarily agrees to waive its advisory fee for each Retirement Choices 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 daily net assets and 0.50% of the Fund’s average daily net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time upon notice to the Trust.
| M-1 |
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 0.55% of the Fund’s first $5 billion of average daily net assets and 0.525% of the Fund’s average daily net assets in excess of $5 billion. The Adviser may terminate this voluntary waiver at any time upon notice to the Fund.
Funds Listed in Attachment A
For each Fund listed in Attachment A, the Adviser voluntarily agrees to reduce its management fee, 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 daily net assets (on an annualized basis) of the Fund. “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) class specific expenses (g) underlying fund expenses (“acquired fund fees”) and (h) short dividend expense. This voluntary expense reimbursement will continue in effect until terminated at any time by the Adviser on notice to the Trust.
Attachment A
| Fund Name | Cap % |
| JHF II Absolute Return Currency Fund | 0.150% |
| JHF II Asia Pacific Total Return Bond Fund | 0.150% |
| JHF II Blue Chip Growth Fund | 0.200% |
| JHF II Capital Appreciation Fund | 0.200% |
| JHF II Capital Appreciation Value Fund | 0.200% |
| JHF II Core Bond Fund | 0.150% |
| JHF II Emerging Markets Debt Fund | 0.150% |
| JHF II Emerging Markets Fund | 0.250% |
| JHF II Equity Income Fund | 0.200% |
| JHF II Floating Rate Income Fund | 0.150% |
| JHF II Fundamental Global Franchise Fund | 0.250% |
| JHF II Fundamental All Cap Core Fund | 0.200% |
| JHF II Multi-Asset Absolute Return Fund (formerly Global Absolute Return Strategies) | 0.200% |
| JHF II Global Bond Fund | 0.150% |
| JHF II Global Equity Fund | 0.250% |
| JHF II Health Sciences Fund | 0.200% |
| JHF II High Yield Fund | 0.150% |
| JHF II International Growth Stock Fund | 0.250% |
| JHF II International Small Cap Fund | 0.250% |
| JHF II International Small Company Fund | 0.250% |
| JHF II International Strategic Equity Allocation Fund | 0.250% |
| JHF II International Value Fund | 0.250% |
| JHF II Mid Cap Stock Fund | 0.200% |
| M-2 |
| JHF II Mid Value Fund | 0.200% |
| JHF II New Opportunities Fund | 0.200% |
| JHF II Real Estate Securities Fund | 0.200% |
| JHF II Real Return Bond Fund | 0.150% |
| JHF II Disciplined Alternative Yield Fund (formerly Redwood Fund) | 0.200% |
| JHF II Science & Technology Fund | 0.200% |
| JHF II Short Duration Credit Opportunities Fund | 0.150% |
| JHF II Small Cap Value Fund | 0.200% |
| JHF II Small Cap Stock Fund | 0.200% |
| JHF II Small Company Value Fund | 0.200% |
| JHF II Spectrum Income Fund | 0.150% |
| JHF II Strategic Equity Allocation Fund | 0.200% |
| JHF II Strategic Income Opportunities Fund | 0.150% |
| JHF II U.S. High Yield Bond Fund | 0.150% |
| JHF II U.S. Sector Rotation Fund | 0.200% |
| M-3 |
