JOHN HANCOCK FUNDS II AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT

XXXX XXXXXXX FUNDS II

AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT

     AMENDMENT (the “Amendment”) made this 27^th day of June, 2008, to the Amended and Restated Advisory Agreement dated April 28, 2008, between Xxxx Xxxxxxx Funds II, a Massachusetts business trust (the “Trust”) and Xxxx Xxxxxxx Investment Management Services, LLC, a Delaware limited liability company (“JHIMS” or the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

     Appendix A is revised to add the advisory fee for the following portfolios:

Smaller Company Growth Fund
Alpha Opportunities Fund
Alternative Asset Allocation Fund
(the “Portfolios”):

2. EFFECTIVE DATE

     The Amendment shall become effective with respect to the Portfolios on the later of: (i) the date of its execution and (ii) approval by the Board of Trustees of the Trust of the Amendment.

XXXX XXXXXXX TRUST
By:		/s/ Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx
		President and Chief Executive Officer
XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC
By:		/s/ Xxxxxx Xxxxx Xxxxxx Xxxxx
		Senior Vice President

APPENDIX A

ADVISORY FEE SCHEDULES

     The Adviser shall serve as investment adviser for the Fund of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to the Fund, the fee computed separately for such Fund at an annual rate as follows (the “Adviser Fee”).

     The term Aggregate Net Assets in the chart below includes the net assets of a Fund of the Trust. It also includes with respect to certain Funds as indicated in the chart the net assets of one or more other portfolios, but in each case only for the period during which the subadviser for the Fund also serves as the subadviser for the other portfolio(s) and only with respect to the net assets of such other portfolio(s) that are managed by the subadviser.

     For purposes of determining Aggregate Net Assets and calculating the Adviser Fee, the net assets of the Fund and each other fund 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.

     The Adviser Fee for a Fund shall be based on the applicable annual fee rate for the Fund 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 Adviser Fee for each Fund shall be accrued and paid daily to the Adviser for each calendar day. 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 Fund. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

     If, with respect to any Fund, 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 of 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.

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Advisory Fee Schedules

		Aggregate Net Assets Include the
		Net Assets of the following funds in
Trust Portfolio		addition to the Trust Portfolio		Advisory Fee of the Trust Portfolio
Absolute Return Portfolio		Absolute Return Trust (JHT)		See below
Active Bond Fund		Active Bond Trust (JHT)		0.600% — at all asset levels.
All Cap Core Fund		All Cap Core Trust (JHT)		0.800% — first $500 million; and 0.750% — excess over $500 million.
All Cap Growth Fund		All Cap Growth Trust (JHT)		0.850% — first $500 million; 0.825% — between $500 million and $1 billion; and 0.800% — excess over $1 billion.
All Cap Value Fund		All Cap Value Trust (JHT)		0.850% — first $250 million; 0.800% — next $250 million; and 0.750% — excess over $500 million.
American Fundamental Holdings Fund		See Next Column		0.050% — first $500 million and 0.040% — excess over $500 million.
				(Aggregate Net Assets include the net assets of the American Fundamental Holdings Trust, the American Global Diversification Trust and the American Diversified Growth & Income Trust, each a series of JHT and the American Fundamental Holdings Fund, American Global Diversification Fund and American Diversified Growth &Income Fund, each a series of Xxxx Xxxxxxx Funds II)
American Global Diversification Fund		See Next Column		0.050% — first $500 million and 0.040% — excess over $500 million. (Aggregate Net Assets include the net assets of the American Fundamental Holdings Trust, the American Global Diversification Trust and the American Diversified Growth & Income Trust, each a series of JHT and the American Fundamental Holdings Fund, American Global Diversification Fund and American Diversified Growth &Income Fund, each a series of Xxxx Xxxxxxx Funds II)
American Diversified Growth & Income Fund		See Next Column		0.050% — first $500 million and 0.040% — excess over $500 million. (Aggregate Net Assets include the net assets of the American Fundamental Holdings Trust, the American Global Diversification Trust and the American Diversified Growth & Income Trust, each a series of JHT and the American Fundamental Holdings Fund, American Global Diversification Fund and American Diversified Growth &Income Fund, each a series of Xxxx Xxxxxxx Funds II)
Blue Chip Growth Fund		Blue Chip Growth Trust (JHT) $2,923,821,530		0.825% — first $1 billion; and 0.800% — excess over $1 billion.

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		Aggregate Net Assets Include the
		Net Assets of the following funds in
Trust Portfolio		addition to the Trust Portfolio		Advisory Fee of the Trust Portfolio
Capital Appreciation Fund		Capital Appreciation Trust (JHT)		0.850% — first $300 million; 0.800% — between $300 million and $500 million; 0.700% — between $500 million and $1 billion; and 0.670% — excess over $1 billion.
Classic Value Fund		Classic Value Trust (JHT)		0.800% — at all asset levels.
Core Bond Fund		Core Bond Trust (JHT)		0.690% — first $200 million; 0.640% — next $200 million; and 0.570% — excess over $400 million.
Core Equity Fund		Core Equity Trust (JHT)		0.850% — first $350 million; and 0.750% — excess over $350 million.
Dynamic Growth Fund		Dynamic Growth Trust (JHT)		0.900% — first $250 million; 0.850% — next $250 million; 0.825% — next $250 million; and 0.800% — excess over $1 billion.
Emerging Growth Fund		Emerging Growth Trust (JHT)		0.800% — at all asset levels.
Emerging Markets Value Fund		Emerging Markets Value Trust (JHT)		1.00% — first $100 million; 0.950% — excess over $100 million.
Emerging Small Company Fund(5)		Emerging Small Company Trust (JHT)		0.970% — first $500 million; and 0.900% — excess over $500 million.
Equity-Income Fund		Equity-Income Trust (JHT)		0.825% — first $1 billion; and 0.800% — excess over $1 billion.
Financial Services Fund		Financial Services Trust (JHT)		0.850% — first $50 million; 0.800% — next $450 million; and 0.750% — excess over $500 million.
Floating Rate Income Fund		Floating Rate Income Trust (JHT)		0.700% -— all asset levels
Fundamental Value Fund		Fundamental Value Trust (JHT)		0.850% — first $50 million; 0.800% — next $450 million; and 0.750% — excess over $500 million.
Global Allocation Fund Core Allocation Plus Trust		Global Allocation Trust (JHT) (Global Asset Allocation Trust (JHT)		0.850% — first $500 million; and 0.800% — excess over $500 million. 0.915% — first $500 million; and 0.865% — excess over $500 million
Global Fund		Global Trust		JHT and JHF II:
		Global Fund (JHF III)		0.850% — first $1 billion; and 0.800% — excess over $1 billion. (Aggregate Net Assets include the net assets of the Global Trust, a series of JHT, the Global Fund, a series of JFH II, the International Value Fund, a series of JHF II and the International Value Trust, a series of JHT).
				JHF III:
Global Bond Fund		Global Bond Trust (JHT)		0.900% — first $200 million; 0.875% — next $800 million; and 0.860% — excess over $1 billion. (Aggregate Net Assets include the net assets of the Global Fund, a series of JHF III, only). 0.700% — at all asset levels.
Global Real Estate Fund		Global Real Estate Trust (JHT)		0.950% — first $500 million; 0.925% — next $250 million; and 0.900% — excess over $750 million.
Growth Opportunities Fund		Growth Opportunities Trust (JHT)		0.800% — first $500 million; 0.780% — next $500 million; 0.770% — next $1.5 billion; and 0.760% — excess over $2.5 billion.
		Growth Opportunities Fund (JHF III)		(Aggregate Net Assets include the net assets of Growth Opportunities Fund, a series of JHF II, the Growth Opportunities Trust, a series of JHT, and the Growth Opportunities Fund, a series of JHF III).

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		Aggregate Net Assets Include the
		Net Assets of the following funds in
Trust Portfolio		addition to the Trust Portfolio		Advisory Fee of the Trust Portfolio
Health Sciences Fund		Health Sciences Trust (JHT)		1.050% — first $500 million; and 1.000% — excess over $500 million.
High Income Fund		High Income Trust (JHT)		0.725% — first $150 million; 0.675% — between $150 million and $500 million; 0.650% — between $500 million and $2.5 billion; and 0.600% — excess over $2.5 billion.
High Yield Fund		High Yield Trust (JHT)		0.700% — first $500 million; and 0.650% — excess over $500 million.
Income Fund		Income Trust (JHT)		1.075% — first $50 million; 0.915% — between $50 million and $200 million; 0.825% — between $200 million and $500 million; 0.800% — excess over $500 million.
				(Aggregate Net Assets include the net assets of the Income Fund, a series of JHF II, the Income Trust, a series of JHT, the International Value Fund, a series of JHF II, the International Value Trust, a series of JHT, the International Small Cap Trust, a series of JHT, the International Small Cap Fund, a series of JHF II, the Global Trust, a series of JHT, the Global Fund, a series of JHF II and the Mutual Shares Trust, a series of JHT, the Mutual Shares Fund, a series of JHF II)
Index 500 Fund		Index 500 Trust (JHT)		Index 500 Trust and Index 500 Fund
		500 Index Trust B (JHT)		0.470% — first $500 million; and 0.460% — excess over $500 million (Aggregate Net Assets include the net assets of the Index 500 Fund, a series of JHF II, and the 500 Index Trust, a series of JHT)
				Index 500 Trust B
				0.470% — first $500 million; and 0.460% — excess over $500 million (Aggregate Net Assets include only the net assets of the Index 500 Trust B)
International Equity Index Fund		International Equity Index Trust A (JHT)		0.550% — first $100 million; and 0.530% — excess over $100 million.
		International Equity Index Trust B		(Aggregate Net Assets include the net assets of the International Equity Fund, a series of JHF II, and the International Equity Trust A, a series of JHT)
International Opportunities Fund		International Opportunities Trust (JHT)		0.900% — first $750 million; 0.850% — between $750 million and $1.5 billion; and 0.800% — excess over $1.5 billion. (Aggregate Net Assets include the net assets of the International Opportunity Fund, a series of JHF II, and the International Opportunity Trust, a series of JHT)
International Small Cap Fund		International Small Cap Trust (JHT)		1.050% — first $200 million; 0.950% — next $300 million; and 0.850% — excess over $500 million.
International Small Company Fund		International Small Company Trust (JHT)		1.000% — first $100 million; and 0.950% — excess over $100 million.
International Value Fund		International Value Trust (JHT)		0.950% — first $200 million; 0.850% — next $300 million; and 0.800% — excess over $500 million. (Aggregate Net Assets include the net assets of the International Value Trust and the Global Trust, series of JHT, and the International Value Fund and the Global Fund, series of JHF II.
Investment Quality Bond Fund		Investment Quality Bond Trust (JHT)		0.600% — first $500 million; and 0.550% — excess over $500 million.
Large Cap Fund		Large Cap Trust (JHT)		0.780% — first $250 million; 0.730% — next $250 million; 0.680% — next $250 million; and 0.650% — excess over $750 million.
Large Cap Value Fund		Large Cap Value Trust (JHT)		0.825% — first $500 million; 0.800% — next $500 million; 0.775% — next $500 million; 0.720% — next $500 million; and 0.700% — excess over $2 billion.

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		Aggregate Net Assets Include the
		Net Assets of the following funds in
Trust Portfolio		addition to the Trust Portfolio		Advisory Fee of the Trust Portfolio
Lifecycle 2010 Portfolio Lifecycle 2015 Portfolio		Lifecycle Trusts (JHT)		See below
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, the “Lifecycle Portfolios”)
Lifestyle Aggressive Portfolio		Lifestyle Aggressive Trust		See below
Lifestyle Balanced Portfolio		Lifestyle Balanced Trust
Lifestyle Conservative Portfolio		Lifestyle Conservative Trust
Lifestyle Growth Portfolio		Lifestyle Growth Trust
Lifestyle Moderate Portfolio		Lifestyle Moderate Trust (JHT)
(collectively, the “Lifestyle Portfolios”)		(collectively, the “Lifestyle Trusts”) (JHT)
Managed Fund		Managed Trust (JHT)		0.690% — at all asset levels.
Mid Cap Index Fund		Mid Cap Index Trust (JHT)		0.490% — first $250 million; 0.480% — next $250 million; and 0.460% — excess over $500 million.
Mid Cap Intersection Fund		Mid Cap Intersection Trust (JHT)		0.875% — first $500 million; 0.850% — excess over $500 million.
Mid Cap Stock Fund		Mid Cap Stock Trust (JHT)		0.875% — first $200 million; 0.850% — next $300 million; and 0.825% — excess over $500 million.
Mid Cap Value Equity Fund		Mid Cap Value Equity Trust (JHT)		0.875% — first $250 million; and 0.850% — next $250 million; 0.825% — next $500 million; and 0.800% — excess over $1 billion.
Mid Cap Value Fund		Mid Cap Value Trust (JHT)		0.900% — first $200 million; 0.850% — next $300 million; and 0.825% — excess over $500 million.
Money Market Fund		Money Market Trust (JHT)		0.500% — first $500 million; and 0.470% — excess over $500 million.
Mutual Shares Fund		Mutual Shares Trust (JHT) (4)		0.960% — at all asset levels.
Natural Resources Fund		Natural Resources Trust (JHT)		1.050% — first $50 million; and 1.000% — excess over $50 million.
Pacific Rim Fund		Pacific Rim Trust (JHT)		0.800% — first $500 million; and 0.700% — excess over $500 million.
Optimized All Cap Fund (4)		Quantitative All Cap Trust (JHT)		0.675% — first $2.5 billion; and 0.650% — excess over $2.5 billion.
Optimized Value Fund		Quantitative Value Trust (JHT)		0.700% — first $500 million; 0.650% — next $500 million; and 0.600% — excess over $1 billion.
Real Estate Equity Fund		Real Estate Equity Trust (JHT)		0.875% — first $250 million; 0.850% — next $250 million; and 0.825% — excess over $500 million.
Real Estate Securities Fund		Real Estate Securities Trust (JHT)		0.700% — at all asset levels.
Real Return Bond Fund		Real Return Bond Trust (JHT)		0.700% — first $1 billion; and 0.650% — excess over $1 billion.
Science & Technology Fund		Science & Technology Trust (JHT)		1.050% — first $500 million; and 1.000% — excess over $500 million.
Short Term Bond Fund		Short-Term Bond Trust (JHT)		0.600% — first $100 million; 0.575% — next $150 million; and 0.550% — excess over $250 million.
Small Cap Fund		Small Cap Trust (JHT)		0.850% — at all asset levels.
Small Cap Growth Fund		Small Cap Growth Trust		1.100% — first $100 million; and 1.050% — excess over $100 million.

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		Aggregate Net Assets Include the
		Net Assets of the following funds in
Trust Portfolio		addition to the Trust Portfolio		Advisory Fee of the Trust Portfolio
Small Cap Index Fund		Small Cap Index Trust (JHT)		0.490% — first $250 million; 0.480% next $250 million; and 0.460% — excess over $500 million.
Small Cap Opportunities Fund		Small Cap Opportunities Trust (JHT)		1.000% — first $500 million; 0.950% — next $500 million; 0.900% — next $1 billion.; and 0.850% — excess over $2 billion
Small Cap Value Fund		Small Cap Value Trust (JHT)		1.100% — first $100 million; and 1.050% — excess over $100 million.
Small Company Fund		Small Company Trust (JHT)		1.050% — first $125 million; and 1.000% — excess over $125 million.
Small Company Growth Fund		Small Company Growth Trust (JHT)		1.050% — first $250 million; and 1.000% — excess over $250 million. (Aggregate Net Assets include the net assets only of the Small Company Growth Fund. However, the applicable rate is 1.000% of all net assets of the Fund when the aggregate net assets of the following funds exceed $1 billion:
				the Fund, the All Cap Growth Fund and the Small Company Growth Fund, series of JHF II, and the All Cap Growth Trust, a series of JHT.
Small Company Fund		Small Company Trust (JHT)		1.050% — first $125 million; and 1.000% — excess over $125 million.
Small Company Value Fund		Small Company Value Trust (JHT)		1.050% — first $500 million; and 1.000% — excess over $500 million.
Spectrum Income Fund		Spectrum Income Trust (JHT)		0.800% — first $250 million; and 0.725% — excess over $250 million.
Strategic Bond Fund		Strategic Bond Trust (JHT)		0.700% — first $500 million; and 0.650% — excess over $500 million.
Strategic Income Fund		Strategic Income Trust (JHT)		0.725% — first $500 million; and 0.650% — excess over $500 million.
Total Bond Market Fund		N/A		0.490% — first $500 million; and 0.470% — excess over $500 million.
Total Return Fund		Total Return Trust (JHT)		See below
Total Stock Market Index Fund		Total Stock Market Index Trust (JHT)		0.490% — first $250 million; 0.480% — next $250 million; and 0.460% — excess over $500 million.
U.S. Government Securities Fund		U.S. Government Securities Trust (JHT)		0.620% — first $500 million; and 0.550% — excess over $500 million.
U.S. High Yield Bond Fund		U.S. High Yield Bond Trust (JHT)		0.750% — first $200 million; and 0.720% — excess over $200 million.
U.S. Multi Sector Fund		U.S. Multi Sector Trust (JHT)		0.780% — first $500 million; 0.760% — next $500 million; 0.750% — next $1.5 billion; and 0.740% — excess over $2.5 billion.
Utilities Fund		Utilities Trust (JHT)		0.825% — first $600 million; 0.800% — next $300 million; 0.775% — next $600 million; and 0.700% — excess over $1.5 billion.
Value Opportunities Fund		Value Opportunities Trust (JHT)		0.800% — first $500 million; 0.780% — next $500 million; 0.770% — next $1.5 billion; and 0.760% — excess over $2.5 billion.
		Value Opportunities Fund		(Aggregate Net Assets include the net assets of the Value Opportunities Trust, a series of JHT, and the Value Opportunities Fund, a series of JHF III).
Value & Restructuring Fund		Value & Restructuring Trust (JHT)		0.825% — first $500 million; 0.800% — next $500 million; and 0.775% — excess over $1 billion.
Value Fund		Value Trust (JHT)		0.750% — first $200 million; 0.725% — next $300 million; and 0.650% — excess over $500 million.

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		Aggregate Net Assets Include the
		Net Assets of the following funds in
Trust Portfolio		addition to the Trust Portfolio		Advisory Fee of the Trust Portfolio
Value Opportunities Fund		Value Opportunities Trust (JHT) Value Opportunities Fund (JHF III)		.800% — first $500 million; 0.780% — next $500 million; 0.770% — next $1.5 billion; and 0.760% — excess over $2.5 billion.
				(Aggregate Net Assets include the net assets of the Value Opportunities Trust, a series of JHT, the Value Opportunities Fund, a series of JHF II, and the Value Opportunities Fund, a series of JHF III.)
Vista Fund		Vista Trust (JHT)		0.900% — first $200 million; 0.850% — next $200 million; 0.825% — next $600 million; and 0.800% — excess over $1 billion.

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Total Return Fund

     The Adviser shall serve as investment adviser for the Portfolio of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for the Portfolio at an annual rate as follows (the “Adviser Fee”).

Pacific Investment Management Company (“PIMCO”) is the Subadviser to the Portfolio

     During the period during which PIMCO is the subadviser to the Portfolio, if Relationship Net Assets* equal or exceed $3 Billion, the following fee schedule shall apply:

		First				Excess Over
		$1 Billion				$1 Billion
		of Total Return				of Total Return
Portfolio		Net Assets**				Net Assets**
Total Return Fund			0.700	%			0.675	%

     If Relationship Net Assets* are less than $3 Billion, the following fee schedule shall apply:

Portfolio		All Asset Levels
Total Return Fund			0.700	%

* The term Relationship Net Assets shall mean the aggregate net assets of all portfolios of the Xxxx Xxxxxxx Trust and the Xxxx Xxxxxxx Funds II that are subadvised by PIMCO. These funds currently include the Total Return Trust, the Real Return Bond Trust and the Global Bond Trust, each a series of the Trust, and the Total Return Fund, the Real Return Bond Fund and the Global Bond Fund, each a series of Xxxx Xxxxxxx Funds II.

PIMCO is not the Subadviser to the Portfolio

     If PIMCO is not the subadviser to the Portfolio, the following fee schedule shall apply:

		First				Excess Over
		$1 Billion				$1 Billion
		of Total Return				of Total Return
Portfolio		Net Assets**				Net Assets**
Total Return Fund			0.700	%			0.675	%

** The term Total Return Net Assets includes the net assets of the Portfolio. It also includes with respect to the Portfolio the net assets of the Total Return Trust, a series of Xxxx Xxxxxxx Trust but only for the period during which the subadviser for the Portfolio also serves as the subadviser for the Total Return Trust. For purposes of determining Total Return Net Assets and calculating the Advisory Fee, the net assets of the Portfolio are determined as of the close of business on the previous business day of the Trust, and the net assets of the Total Return Trust are determined as of the close of business on the previous business day of that fund.

     The Adviser 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 Total Return Net Assets divided by (ii) Total Return Net Assets (the “Applicable

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Annual Fee Rate”). The Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. 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. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

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.

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Absolute Return Portfolio

The Adviser shall serve as investment adviser for the Absolute Return Portfolio.

The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to the Absolute Return Portfolio, a fee computed separately for the Absolute Return Portfolio as follows (the “Adviser Fee”).

The Adviser Fee has two components: (a) a fee on net assets invested in Affiliated Funds (“Affiliated Fund Assets”) and (b) a fee on net assets not invested in Affiliated Funds (“Other Assets”). Affiliated Funds are any fund of Xxxx Xxxxxxx Funds II and Xxxx Xxxxxxx Funds III.

(a) The fee on Affiliated Fund Assets is stated as an annual percentage of the current value of the aggregate net assets of the Absolute Return Portfolio and the Absolute Return Trust, a series of Xxxx Xxxxxxx Trust, (collectively, the “Absolute Return Funds”) determined in accordance with the following schedule, and that rate is applied to the Affiliated Fund Assets of the Absolute Return Portfolio.

Advisory Fee on Affiliated Fund Assets

Aggregate Net Assets of Absolute Return Funds

First		Excess over
$500 million		$500 million
0.060%			0.050	%

     (b) The fee on Other Assets is stated as an annual percentage of the current value of the aggregate net assets of the Absolute Return Funds determined in accordance with the following schedule, and that rate is applied to the Other Assets of the Absolute Return Portfolio.

Advisory Fee on Other Assets

Aggregate Net Assets of Absolute Return Funds

First		Excess over
$500 million		$500 million
0.510%			0.500	%

     The term “Aggregate Net Assets of Absolute Return Funds” in the schedule above includes the net assets of the Absolute Return Portfolio. The term also includes the net assets of the Absolute Return Fund, but only for the period during which the subadviser for the Absolute Return Portfolio also serves as the subadviser for the Absolute Return Trust and only with respect to the net assets of the Absolute Return Trust that are managed by the subadviser.

     For purposes of determining Aggregate Net Assets of the Absolute Return Funds and calculating the fee on Affiliated Fund Assets and the fee on Other Assets, the net assets of the Absolute Return Portfolio are determined as of the close of business on the previous business day of the Trust and the net assets of the Absolute Return Trust are determined as of the close of business on the previous business day of Xxxx Xxxxxxx Funds II. Affiliated Fund Assets and Other Assets are determined as of the close of business on the previous business day of the Trust.

     The fee on Affiliated Fund Assets for the Absolute Return Portfolio shall be based on the applicable annual Affiliated Funds fee rate for the Absolute Return Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the Affiliated Funds Fee Table to the applicable portions of

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Aggregate Net Assets of Absolute Return Funds divided by (ii) Aggregate Net Assets of Absolute Return Funds (the “Applicable Annual Affiliated Funds Fee Rate”).

     The fee on Other Assets for the Absolute Return Portfolio shall be based on the applicable annual Other Assets fee rate for the Absolute Return Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the Fee Table for Other Assets to the applicable portions of Aggregate Net Assets of Absolute Return Funds divided by (ii) Aggregate Net Assets of Absolute Return Funds (the “Applicable Annual Other Assets Fee Rate”).

     The fee on Affiliated Fund Assets for the Absolute Return Portfolio shall be accrued and paid daily to the Adviser for each calendar day. 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 Affiliated Funds Fee Rate, and multiplying this product by the Affiliated Fund Assets of the Absolute Return Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

     The fee on Other Assets for the Absolute Return Portfolio shall be accrued and paid daily to the Adviser for each calendar day. 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 Other Assets Fee Rate, and multiplying this product by the Other Assets of the Absolute Return Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

     The daily Adviser Fee for the Absolute Return Portfolio shall be the sum of the daily fee on Affiliated Fund Assets and the daily fee on Other Assets.

     If, with respect to the Absolute Return Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Affiliated Funds Fee Rate or the Applicable Annual Other Assets 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.

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Lifestyle Portfolios

The Adviser shall serve as investment adviser for each Portfolio listed below.

Lifestyle Aggressive Portfolio
Lifestyle Balanced Portfolio
Lifestyle Conservative Portfolio
Lifestyle Growth Portfolio
Lifestyle Moderate Portfolio
(collectively, the “Lifestyle Portfolios”)

     The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Lifestyle Portfolio, a fee computed separately for each Lifestyle Portfolio as follows (the “Adviser Fee”).

     The Adviser Fee has two components: (a) a fee on net assets invested in Affiliated Funds (“Affiliated Fund Assets”) and (b) a fee on net assets not invested in Affiliated Funds (“Other Assets”). Affiliated Funds are any fund of Xxxx Xxxxxxx Funds II and Xxxx Xxxxxxx Funds III.

     (a) The fee on Affiliated Fund Assets is stated as an annual percentage of the current value of the aggregate net assets of all the Lifestyle Portfolios and all the Lifestyle Trusts of Xxxx Xxxxxxx Trust (as listed below) determined in accordance with the following schedule and that rate is applied to the Affiliated Fund Assets of each Lifestyle Portfolio.

The Lifestyle Trusts of Xxxx Xxxxxxx Trust are as follows: Lifestyle Aggressive Trust, Lifestyle Balanced Trust, Lifestyle Conservative Trust, Lifestyle Growth Trust and Lifestyle Moderate Trust (the “JHT Lifestyle Trusts”).

The Lifestyle Portfolios and JHT Lifestyle Trusts are collectively referred to as the “Lifestyle Trusts.”

Advisory Fee on Affiliated Fund Assets

Aggregate Net Assets of Lifestyle Trusts

First		Excess over
$7.5 billion		$7.5 billion
0.050%			0.040	%

     (b) The fee on Other Assets is stated as an annual percentage of the current value of the aggregate net assets of all the Lifestyle Trusts determined in accordance with the following schedule, and that rate is applied to the Other Assets of each Lifestyle Portfolio.

Advisory Fee on Other Assets

Aggregate Net Assets of Lifestyle Trusts

First		Excess over
$7.5 billion		$7.5 billion
0.500%			0.490	%

     With respect to each Lifestyle Portfolio, the term “Aggregate Net Assets of Lifestyle Trusts” in the schedules above include the net assets of the particular Lifestyle Portfolio. These terms also includes the

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net assets of each of the other Lifestyle Trusts, but in each case only for the period during which the subadviser for the particular Lifestyle Trust also serves as the subadviser for the other Lifestyle Trusts and only with respect to the net assets of such other Lifestyle Trusts that are managed by the subadviser.

     For purposes of determining Aggregate Net Assets of Lifestyle Trusts and calculating the fee on Affiliated Fund Assets and the fee on Other Assets, the net assets of each Lifestyle Portfolio, the net assets of each Lifestyle Portfolio are determined as of the close of business on the previous day of the Trust and the net assets of the JHT Lifestyle Trusts are determined as of the close of business on the previous day of Xxxx Xxxxxxx Trust. Affiliated Fund Assets and Other Assets are determined as of the close of business on the previous business day of the Trust.

     The fee on Affiliated Fund Assets for each Lifestyle Portfolio shall be based on the applicable annual Affiliated Funds fee rate for the Lifestyle Portfolios which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the Fee Table for Affiliated Funds to the applicable portions of Aggregate Net Assets of Lifestyle Trusts divided by (ii) Aggregate Net Assets of Lifestyle Trusts (the “Applicable Annual Affiliated Funds Fee Rate”).

     The fee on Other Assets for each Lifestyle Portfolio shall be based on the applicable annual Other Assets fee rate for the Lifestyle Portfolios which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the Fee Table for Other Assets to the applicable portions of Aggregate Net Assets of Lifestyle Trusts divided by (ii) Aggregate Net Assets of Lifestyle Trusts (the “Applicable Annual Other Assets Fee Rate”).

     The fee on Affiliated Fund Assets for each Lifestyle Portfolio shall be accrued and paid daily to the Adviser for each calendar day. 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 Affiliated Funds Fee Rate, and multiplying this product by the Affiliated Fund Assets of the Lifestyle Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

     The fee on Other Assets for each Lifestyle Portfolio shall be accrued and paid daily to the Adviser for each calendar day. 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 Other Assets Fee Rate, and multiplying this product by the Other Assets of the Lifestyle Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

     The daily Adviser Fee for each Lifestyle Portfolio shall be the sum of the daily fee on Affiliated Fund Assets and the daily fee on Other Assets.

     If, with respect to any Lifestyle Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Affiliated Funds Fee Rate or the Applicable Annual Other Assets 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.

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Lifecycle Portfolios

The Adviser shall serve as investment adviser for each Lifecycle Portfolio listed below.

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, the “ JHF II Lifecycle Portfolios”)

     The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each JHF II Lifecycle Portfolio, a fee computed separately for each JHF II Lifecycle Portfolio as follows (the “Adviser Fee”).

     The Adviser Fee has two components: (a) a fee on net assets invested in Affiliated Funds (“Affiliated Fund Assets”) and (b) a fee on net assets not invested in Affiliated Funds (“Other Assets”). Affiliated Funds are any fund of Xxxx Xxxxxxx Funds II and Xxxx Xxxxxxx Funds III.

     (a) The fee on Affiliated Fund Assets is stated as an annual percentage of the current value of the aggregate net assets of all the JHF II Lifecycle Portfolios and all the Lifecycle Trusts of Xxxx Xxxxxxx Trust (as listed below) determined in accordance with the following schedule and that rate is applied to the Affiliated Fund Assets of each Lifecycle Portfolio.

The Lifecycle Trusts of Xxxx Xxxxxxx Trust are as follows: Lifecycle 2010 Trust, Lifecycle 2015 Trust, Lifecycle 2020 Trust, Lifecycle 2025 Trust, Lifecycle 2030 Trust, Lifecycle 2035 Trust, Lifecycle 2040 Trust, Lifecycle 2045 Trust, Lifecycle 2050 Trust, Lifecycle Retirement Trust (the “JHT Lifecycle Trusts”).

The JHF II Lifecycle Portfolios and the JHT Lifecycle Trusts are collectively referred to as the “Lifecycle Portfolios.”

Advisory Fee on Affiliated Fund Assets

Aggregate Net Assets of Lifecycle Portfolios

First		Excess over
$7.5 billion		$7.5 billion
0.060%			0.050	%

     (b) The fee on Other Assets is stated as an annual percentage of the current value of the aggregate net assets of all the Lifecycle Portfolios determined in accordance with the following schedule, and that rate is applied to the Other Assets of each JHF II Lifecycle Portfolio.

Advisory Fee on Other Assets

Aggregate Net Assets of Lifecycle Portfolios

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First		Excess over
$7.5 billion		$7.5 billion
0.510%			0.500	%

     With respect to each Lifecycle Portfolio, the term “Aggregate Net Assets of Lifecycle Portfolios” in the schedules above include the net assets of the particular Lifecycle Portfolio. These terms also includes the net assets of each of the other Lifecycle Portfolios, but in each case only for the period during which the subadviser for the particular Lifecycle Portfolio also serves as the subadviser for the other Lifecycle Portfolios and only with respect to the net assets of such other Lifecycle Portfolios that are managed by the subadviser.

     For purposes of determining Aggregate Net Assets of Lifecycle Portfolios and calculating the fee on Affiliated Fund Assets and the fee on Other Assets, the net assets of each JHF II Lifecycle Portfolio, the net assets of each JHF II Lifecycle Portfolio invested in Affiliated Funds and the net assets of each JHF II Lifecycle Portfolio invested in Other Assets are determined as of the close of business on the previous business day of the Trust and the net assets of the JHT Lifecycle Trusts are determined as of the close of business on the previous business day of Xxxx Xxxxxxx Trust.

     The fee on Affiliated Fund Assets for each JHF II Lifecycle Portfolio shall be based on the applicable annual Affiliated Funds fee rate for the JHF II Lifecycle Portfolios which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the Fee Table for Affiliated Funds to the applicable portions of Aggregate Net Assets of Lifecycle Portfolios divided by (ii) Aggregate Net Assets of Lifecycle Portfolios (the “Applicable Annual Affiliated Funds Fee Rate”).

     The fee on Other Assets for each JHF II Lifecycle Portfolio shall be based on the applicable annual Other Assets fee rate for the JHF II Lifecycle Portfolios which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the Fee Table for Other Assets to the applicable portions of Aggregate Net Assets of Lifecycle Portfolios divided by (ii) Aggregate Net Assets of Lifecycle Portfolios (the “Applicable Annual Other Assets Fee Rate”).

     The fee on Affiliated Fund Assets for each JHF II Lifecycle Portfolio shall be accrued and paid daily to the Adviser for each calendar day. 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 Affiliated Funds Fee Rate, and multiplying this product by the Affiliated Fund Assets of the JHF II Lifecycle Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

     The fee on Other Assets for each JHF II Lifecycle Portfolio shall be accrued and paid daily to the Adviser for each calendar day. 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 Other Assets Fee Rate, and multiplying this product by the Other Assets of the JHF II Lifecycle Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

     The daily Adviser Fee for each JHF II Lifecycle Portfolio shall be the sum of the daily fee on Affiliated Fund Assets and the daily fee on Other Assets.

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     If, with respect to any JHF II Lifecycle Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Affiliated Funds Fee Rate or the Applicable Annual Other Assets 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.

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Retirement Distribution Portfolio
Retirement Rising Distribution Portfolio

     The Adviser shall serve as investment adviser for each Portfolio listed below.

Retirement Distribution Portfolio
Retirement Rising Distribution Portfolio
(collectively, the “Retirement Portfolios”)

     The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Retirement Portfolio, a fee computed separately for each Retirement Portfolio as follows (the “Adviser Fee”).

     The Adviser Fee has two components: (a) a fee on net assets invested in Affiliated Funds (“Affiliated Fund Assets”) and (b) a fee on net assets not invested in Affiliated Funds (“Other Assets”). Affiliated Funds are any fund of Xxxx Xxxxxxx Funds II and Xxxx Xxxxxxx Funds III.

     (a) The fee on Affiliated Fund Assets is stated as an annual percentage of the current value of the aggregate net assets of all the Retirement Portfolios determined in accordance with the following schedule and that rate is applied to the Affiliated Fund Assets of each Retirement Portfolio.

Advisory Fee on Affiliated Fund Assets

Aggregate Net Assets of Retirement Portfolios

First		Excess over
$500 million		$500 million
0.060%			0.050	%

     (b) The fee on Other Assets is stated as an annual percentage of the current value of the aggregate net assets of all the Retirement Portfolios determined in accordance with the following schedule, and that rate is applied to the Other Assets of each Retirement Portfolio.

Advisory Fee on Other Assets

Aggregate Net Assets of Retirement Portfolios

First		Excess over
$500 million		$500 million
0.510%			0.500	%

     With respect to each Retirement Portfolio, the term “Aggregate Net Assets of Retirement Portfolios” in the schedules above include the net assets of the particular Retirement Portfolio. These terms also includes the net assets of each of the other Retirement Portfolios, but in each case only for the period during which the subadviser for the particular Retirement Portfolio also serves as the subadviser for the other Retirement Portfolios and only with respect to the net assets of such other Retirement Portfolios that are managed by the subadviser.

     For purposes of determining Aggregate Net Assets of Retirement Portfolios and calculating the fee on Affiliated Fund Assets and the fee on Other Assets, the net assets of each Retirement Portfolio, the net assets of each Retirement

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Portfolio invested in Affiliated Funds and the net assets of each Retirement Portfolio invested in Other Assets are determined as of the close of business on the previous business day of the Trust.

     The fee on Affiliated Fund Assets for each Retirement Portfolio shall be based on the applicable annual Affiliated Funds fee rate for the Retirement Portfolios which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the Fee Table for Affiliated Funds to the applicable portions of Aggregate Net Assets of Retirement Portfolios divided by (ii) Aggregate Net Assets of Retirement Portfolios (the “Applicable Annual Affiliated Funds Fee Rate”).

     The fee on Other Assets for each Retirement Portfolio shall be based on the applicable annual Other Assets fee rate for the Retirement Portfolios which for each day shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates in the Fee Table for Other Assets to the applicable portions of Aggregate Net Assets of Retirement Portfolios divided by (ii) Aggregate Net Assets of Retirement Portfolios (the “Applicable Annual Other Assets Fee Rate”).

     The fee on Affiliated Fund Assets for each Retirement Portfolio shall be accrued and paid daily to the Adviser for each calendar day. 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 Affiliated Funds Fee Rate, and multiplying this product by the Affiliated Fund Assets of the Retirement Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

     The fee on Other Assets for each Retirement Portfolio shall be accrued and paid daily to the Adviser for each calendar day. 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 Other Assets Fee Rate, and multiplying this product by the Other Assets of the Retirement Portfolio. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

     The daily Adviser Fee for each Retirement Portfolio shall be the sum of the daily fee on Affiliated Fund Assets and the daily fee on Other Assets.

     If, with respect to any Retirement Portfolio, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Affiliated Funds Fee Rate or the Applicable Annual Other Assets 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.

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