JOHN HANCOCK TRUST MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
XXXX XXXXXXX TRUST
MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
AMENDMENT made as of this _____ day of _____________________ 2008 to the Subadvisory
Agreement dated May 1, 2003, as amended (the “Amendment”), between Xxxx Xxxxxxx Investment
Management Services, LLC , a Delaware limited liability company (the “Adviser”), and MFC Global
Investment Management (U.S.A.) Limited, a Canadian corporation (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, “Compensation of Subadviser”, is hereby amended to add the
following Portfolio:
Smaller Company Growth Trust (the “Portfolio”)
2. EFFECTIVE DATE
This Amendment shall become effective on the later to occur of: (i) approval of the Amendment
by the Board of Trustees of Xxxx Xxxxxxx Trust (the “Trust”) and (ii) execution of the Amendment.
(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 INVESTMENT MANAGEMENT SERVICES, LLC |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED |
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| By: | ||||
| Name: | ||||
| Title: | ||||
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”):
| Portfolio | All Aggregate Net Assets | |||
Smaller Company Growth Trust %
| * | The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each 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 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. |
| Trust Portfolio(s) | Other Portfolio(s) | |||
Smaller Company Growth Trust
|
— | Smaller Company Growth Fund, a series of Xxxx Xxxxxxx Funds II |
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 each
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.
