JOHN HANCOCK FUNDS II AMENDMENT TO ADVISORY AGREEMENT
| XXXX XXXXXXX FUNDS II AMENDMENT TO ADVISORY AGREEMENT |
AMENDMENT made this 28th day of April, 2008, to the Advisory Agreement dated October 17, 2005, as amended, 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
(a) decrease the advisory fees for the Total Return Fund
2. EFFECTIVE DATE
This Amendment shall become effective with respect to the Fund on the later of:
(i) the date of its execution and (ii) approval by the Board of Trustees of the Trust of this Amendment.
| XXXX XXXXXXX FUNDS II |
| By: ____________________________ |
| Name: |
| Title: |
| XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC |
| By: ____________________________ |
| Name: |
| Title: |
| 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 | [ ] % | [ ] % |
If Relationship Net Assets* are less than $3 Billion, the following fee schedule shall apply:
| Portfolio | All Asset Levels | |||
| Total Return Fund | [ ] % | |||
*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 | [ ] % | [ ] % |
**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 Annual Fee Rate”). The Adviser Fee for each Portfolio shall be accrued and paid
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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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