JOHN HANCOCK FUNDS II AMENDMENT TO SUBADVISORY AGREEMENT MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
XXXX XXXXXXX FUNDS II
AMENDMENT TO SUBADVISORY AGREEMENT
MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
AMENDMENT made as of this 28th day of April, 2008 to the Subadvisory Agreement
dated October 17, 2005, as amended (the “Agreement”), between Xxxx Xxxxxxx Investment Management
Services, LLC, a Delaware limited partnership (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 relating to compensation of the Subadviser is amended to change
the compensation for the Absolute Return Portfolio (the “Portfolio”):
2. EFECTIVE 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 Funds II 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: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Executive Vice President | |||
MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED |
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By: | /s/ Xxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxxx | |||
Title: | Chief Compliance Officer, General Counsel, Corporate Secretary |
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”):
Excess Over | ||||||||
First $500 Million | $500 Million of | |||||||
Portfolio | of Aggregate Net Assets* | Aggregate Net Assets* | ||||||
500 Index Fund |
[ %] | [ %] |
Excess Over | ||||||||||||
Portfolio | First $250 Million | Next $250 Million | $500 Million | |||||||||
Absolute Return Portfolio |
[ %] | [ %] | [ %] |
Portfolio | All Asset Levels | |||
Active Bond Fund |
[ %] |
Next $6 Billion | Excess Over | |||||||||||
First $1.5 Billion | of Aggregate Net | $7.5 Billion of | ||||||||||
Portfolio | of Aggregate Net Assets* | Assets* | Aggregate Net Assets* | |||||||||
Lifecycle Portfolios |
[ %] | [ %] | [ %] |
Next $6 Billion | Excess Over | |||||||||||
First $1.5 Billion | of Aggregate Net | $7.5 Billion of | ||||||||||
Portfolio | of Aggregate Net Assets* | Assets* | Aggregate Net Assets* | |||||||||
Lifestyle Portfolios |
[ %] | [ %] | [ %] |
Next $250 Million | Excess Over | |||||||||||
First $250 Million | of Aggregate Net | $500 Million of | ||||||||||
Portfolio | of Aggregate Net Assets* | Assets* | Aggregate Net Assets* | |||||||||
Mid Cap Index Fund |
[ %] | [ %] | [ %] |
Excess Over | ||||||||
First $500 Million | $500 Million of | |||||||
Portfolio | of Aggregate Net Assets* | Aggregate Net Assets* | ||||||
Money Market Fund |
[ %] | [ %] |
Excess Over | ||||||||
First $2.5 Billion | $2.5 Billion of | |||||||
Portfolio | of Aggregate Net Assets* | Aggregate Net Assets* | ||||||
Optimized All Cap Fund |
[ %] | [ %] |
Next $500 Million | Excess Over | |||||||||||
First $500 Million | of Aggregate Net | $1 Billion of | ||||||||||
Portfolio | of Aggregate Net Assets* | Assets* | Aggregate Net Assets* | |||||||||
Optimized Value Fund |
[ %] | [ %] | [ %] |
Excess Over | ||||||||
First $500 Million | $500 Million of | |||||||
Portfolio | of Aggregate Net Assets* | Aggregate Net Assets* | ||||||
Pacific Rim Fund |
[ %] | [ %] |
Next $250 Million | Excess Over | |||||||||||
First $250 Million | of Aggregate Net | $500 Million of | ||||||||||
Portfolio | of Aggregate Net Assets* | Assets* | Aggregate Net Assets* | |||||||||
Retirement Distribution Portfolio |
[ %] | [ %] | [ %] | |||||||||
Retirement Rising Distribution
Portfolio |
Next $250 Million | Excess Over | |||||||||||
First $250 Million | of Aggregate Net | $500 Million of | ||||||||||
Portfolio | of Aggregate Net Assets* | Assets* | Aggregate Net Assets* | |||||||||
Small Cap Index Fund |
[ %] | [ %] | [ %] |
Next $250 Million | Excess Over | |||||||||||
First $250 Million | of Aggregate Net | $500 Million of | ||||||||||
Portfolio | of Aggregate Net Assets* | Assets* | Aggregate Net Assets* | |||||||||
Total Stock Market Index Fund |
[ %] | [ %] | [ %] |
* | 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) | |
500 Index Fund
|
Index 500 Fund, a series of Xxxx Xxxxxxx Funds II | |
Absolute Return Fund
|
Absolute Return Fund, a series of Xxxx Xxxxxxx Funds II | |
Active Bond Fund
|
N/A | |
Lifecycle Portfolios
|
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 referred to as the Lifecycle Trusts, each a series of Xxxx Xxxxxxx Funds II | |
Lifestyle Portfolios
|
Lifestyle Aggressive Fund, Lifestyle Balanced Fund, Lifestyle Conservative Fund, Lifestyle Growth Fund, Lifestyle Moderate Fund, collectively referred to as the Lifestyle Funds, each a series of Xxxx Xxxxxxx Funds II | |
Mid Cap Index Fund
|
Mid Cap Index, a series of Xxxx Xxxxxxx Funds II | |
Money Market Fund
|
Money Market Fund, a series of Xxxx Xxxxxxx Funds II | |
Pacific Rim Fund
|
Pacific Rim Fund, a series of Xxxx Xxxxxxx Funds II | |
Optimized All Cap Fund
|
Optimized All Cap Fund, a series of Xxxx Xxxxxxx Funds II | |
Optimized Value Fund
|
Optimized Value Fund, a series of Xxxx Xxxxxxx Funds II | |
Retirement Distribution Portfolio
|
Retirement Rising Distribution Portfolio | |
Retirement Rising Distribution
Portfolio
|
Retirement Distribution Portfolio | |
Small Cap Index Fund
|
Small Cap Index Fund, a series of Xxxx Xxxxxxx Funds II | |
Total Stock Market Index Fund
|
Total Stock Market Index 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 the quotient of (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.