JOHN HANCOCK FUNDS II AMENDMENT TO SUBADVISORY AGREEMENT
Exhibit (d)(3)(A)
XXXX XXXXXXX FUNDS II
AMENDMENT TO SUBADVISORY AGREEMENT
AMENDMENT made as of this 31st day of December, 2018 to the Subadvisory Agreement dated January 1, 2014, as amended (the “Agreement”), between Xxxx Xxxxxxx Advisers, LLC, a Delaware limited liability company (the “Adviser”), and Xxxx Xxxxxxx Asset Management a division of Manulife Asset Management (US) LLC, a Delaware limited liability company (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 relating to the compensation of the Subadviser is amended to restate the fees for the following Funds: Multi-Index Lifetime Portfolios, Multi-Index Preservation Portfolios, Multi-Index Lifestyle Portfolios, Multimanager Lifetime Portfolios, Multimanager Lifestyle Portfolios, and Alternative Asset Allocation Fund.
| 2. | EFFECTIVE DATE |
The Amendment shall become effective as of the date of its execution, following approval of the Amendment by the Board of Trustees of Xxxx Xxxxxxx Funds II.
| 3. | DEFINED TERMS |
Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.
| 4. | OTHER TERMS OF THE AGREEMENT |
Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.
(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 ADVISERS, LLC | ||||
| By: | /s/ Xxx Xxxxxxxxx | |||
| Name: | Xxx Xxxxxxxxx | |||
| Title: | Chief Investment Officer | |||
| XXXX XXXXXXX ASSET MANAGEMENT A DIVISION OF MANULIFE ASSET MANAGEMENT (US) LLC | ||||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||||
| Name: | Xxxxxx X. Xxxxxx | |||||
| Title: | General Counsel | |||||
| 2 |
APPENDIX A
The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below. 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”):
[ ]
*The term Aggregate Net Assets for a given day includes the net assets of a Portfolio of the Trust managed by the Subadviser. It also includes the net assets of one or more other portfolios of the Trust or other trusts 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 for a given day, the net assets of the Portfolio and each other portfolio of the Trust are determined by the Custodian 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 or trust are determined as of the close of business on the previous business day of that fund.
| Trust Portfolios | Other Portfolios |
| Asia Pacific Total Return Bond Fund | Not Applicable |
| Strategic Income Opportunities Fund |
Strategic Income Opportunities Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust The SIO Sleeve of Income Allocation Fund, a series of the Trust Strategic Income Opportunities Fund, a sub-fund of Xxxx Xxxxxxx Worldwide Investors, PLC |
| Short Term Government Income Fund | Short Term Government Income Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust |
| Fundamental Large Cap Value Fund |
Fundamental Large Cap Value Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust Fundamental Value Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust |
| Fundamental All Cap Core Fund | Fundamental All Cap Core Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust |
| Diversified Strategies Fund | Not Applicable |
| Strategic Equity Allocation Fund |
U.S. Strategic Equity Allocation Fund, a series of the Trust International Strategic Equity Allocation Fund, a series of the Trust Strategic Equity Allocation Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust |
| U.S. Strategic Equity Allocation Fund |
Strategic Equity Allocation Fund, a series of the Trust International Strategic Equity Allocation Fund, a series of the Trust |
| A-1 |
| Strategic Equity Allocation Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust | |
| International Strategic Equity Allocation Fund |
U.S. Strategic Equity Allocation Fund, a series of the Trust Strategic Equity Allocation Fund, a series of the Trust Strategic Equity Allocation Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust |
| Fundamental Global Franchise Fund | Not Applicable |
| Global Equity Fund | Not Applicable |
| Income Allocation Fund, SIO Sleeve | Strategic Income Opportunities Fund, a series of the Trust and Strategic Income Opportunities Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust |
| Income Allocation Fund, Bond Sleeve | Xxxx Xxxxxxx Xxxx Fund, a series of Xxxx Xxxxxxx Sovereign Bond Fund |
|
Alternative Asset Allocation Fund Emerging Markets Debt Fund Multi-Index 2010 Lifetime Portfolio Multi-Index 2015 Lifetime Portfolio Multi-Index 2020 Lifetime Portfolio Multi-Index 2025 Lifetime Portfolio Multi-Index 2030 Lifetime Portfolio Multi-Index 2035 Lifetime Portfolio Multi-Index 2040 Lifetime Portfolio Multi-Index 2045 Lifetime Portfolio Multi-Index 2050 Lifetime Portfolio Multi-Index 2055 Lifetime Portfolio Multi-Index 2060 Lifetime Portfolio Multi-Index Lifestyle Aggressive Portfolio Multi-Index Lifestyle Balanced Portfolio Multi-Index Lifestyle Conservative Portfolio Multi-Index Lifestyle Growth Portfolio Multi-Index Lifestyle Moderate Portfolio Multi-Index 2020 Preservation Portfolio Multi-Index 2025 Preservation Portfolio Multi-Index 2030 Preservation Portfolio
Multi-Index 2035 Preservation Portfolio Multi-Index 2040 Preservation Portfolio Multi-Index 2045 Preservation Portfolio Multi-Index 2050 Preservation Portfolio Multi-Index 2055 Preservation Portfolio Multi-Index 2060 Preservation Portfolio Multi-Index Income Preservation Portfolio Multimanager 2010 Lifetime Portfolio Multimanager 2015 Lifetime Portfolio Multimanager 2020 Lifetime Portfolio Multimanager 2025 Lifetime Portfolio |
Not Applicable |
| A-2 |
|
Multimanager 2030 Lifetime Portfolio Multimanager 2035 Lifetime Portfolio Multimanager 2040 Lifetime Portfolio Multimanager 2045 Lifetime Portfolio Multimanager 2050 Lifetime Portfolio Multimanager 2055 Lifetime Portfolio Multimanager 2060 Lifetime Portfolio Multimanager Lifestyle Aggressive Portfolio Multimanager Lifestyle Balanced Portfolio Multimanager Lifestyle Conservative Portfolio Multimanager Lifestyle Growth Portfolio Multimanager Lifestyle Moderate Portfolio |
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 (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 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.
| A-3 |
