JOHN HANCOCK FUNDS II AMENDMENT TO SUBADVISORY AGREEMENT BlackRock Investment Management, LLC
XXXX XXXXXXX FUNDS II
AMENDMENT TO SUBADVISORY AGREEMENT
BlackRock Investment Management, LLC
AMENDMENT made as of this 1st day of December, 2006 to the Subadvisory Agreement dated
September 30, 2006 (the “Agreement”), as amended, between Xxxx Xxxxxxx Investment Management
Services, LLC, a Delaware limited partnership (the “Adviser”), and BlackRock Investment Management,
LLC (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties
agree as follows:
1. CHANGE IN APPENDIX A
Appendix A is hereby amended to change the compensation of the Large Cap Value Fund (the
“Portfolio”).
2. EFECTIVE DATE
This Amendment shall become effective upon the later to occur of: (i) approval of the
Amendment by the Board of Trustees of Xxxx Xxxxxxx Funds II, and (ii) execution of the Amendment.
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:
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/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx | ||||
Executive Vice President |
Blackrock Investment Management, LLC
By:
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/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx | ||||
Managing Director |
APPENDIX A
The Subadviser shall serve as investment subadviser for the Portfolio of Xxxx Xxxxxxx Funds II
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”):
Between | ||||||||||||||||||||
$500 million | Between | Between | ||||||||||||||||||
First | and | $1 billion and | $1.5 billion and | Excess Over | ||||||||||||||||
$500 million | $1 billion of | $1.5 billion of | $2 billion of | $2 billion of | ||||||||||||||||
of Aggregate | Aggregate Net | Aggregate Net | Aggregate Net | Aggregate Net | ||||||||||||||||
Portfolio | Net Assets* | Assets* | Assets* | Assets* | Assets* | |||||||||||||||
Large Cap Value |
[ %] | [ %] | [ %] | [ %] | [ %] |
* | The term Aggregate Net Assets includes the net assets of a Portfolio of Xxxx Xxxxxxx Funds II. It also includes with respect to the Portfolio the net assets of one or more other portfolios 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 Xxxx Xxxxxxx Funds II are determined as of the close of business on the previous business day of Xxxx Xxxxxxx Funds II, 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) | |||
Large Cap Value Fund
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— | Large Cap Value Trust, a series of Xxxx Xxxxxxx Trust |
The Subadviser Fee for the 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 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 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 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 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.