JOHN HANCOCK FUNDS II Grantham, Mayo, Van Otterloo & Co. LLC
XXXX XXXXXXX FUNDS II
Grantham, Mayo, Van Otterloo & Co. LLC
AMENDMENT (the “Amendment”) made as of this 19th day of January, 2012 to the Subadvisory
Agreement dated October 17, 2005 (the “Agreement”), between Xxxx Xxxxxxx Investment Management
Services, LLC, a Delaware limited liability company (the “Adviser”), and Grantham, Mayo, Van
Otterloo & Co. LLC, a Massachusetts limited liability company (the “Subadviser”). In consideration
of the mutual covenants contained herein, the parties agree as follows:
1. APPENDIX A
Appendix A of the Agreement, which relates to Section 3 of the Agreement, “Compensation of
Subadviser,” is hereby amended and restated.
The definition of the term “Fund” is amended and restated to include each of the portfolios
listed in Appendix A.
2. DURATION AND TERMINATION OF THE AGREEMENT
Section 7 “DURATION AND TERMINATION OF THE AGREEMENT” is amended and restated as follows:
This Agreement shall become effective with respect to each Fund on the later of (i) its
execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting
this Agreement is approved as described below. With respect to each Fund, the Agreement will
continue in effect for a period more than two years from the date of its execution only so long as
such continuance is specifically approved at least annually either by the Trustees of the Trust or
by a majority of the outstanding voting securities of the Fund, provided that in either event such
continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are
not interested persons (as defined in the Investment Company Act) of any party to this Agreement
cast in person at a meeting called for the purpose of voting on such approval. Any required
shareholder approval of the Agreement or of any continuance of the Agreement shall be effective
with respect to any Fund if a majority of the outstanding voting securities of the series (as
defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Fund votes to approve
the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not
have been approved by a majority of the outstanding voting securities of (a) any other Fund
affected by the Agreement or (b) all the portfolios of the Trust.
This Agreement may be terminated at any time, without the payment of any penalty, by the
Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust,
or with respect to any Fund by the vote of a majority of the outstanding voting securities of such
Fund, on sixty days’ written notice to the Adviser and the Subadviser, or by the Adviser or
Subadviser on sixty days’ written notice to the Trust and the other party. This Agreement will
automatically terminate, without the payment of any penalty, in the event of its assignment (as
defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser
and the Trust terminates for any reason.
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 Funds II (the “Trust”) and (ii) execution of the
Amendment.
3. DEFINED TERMS
Unless otherwise defined herein, capitalized terms used herein have the meaning 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.
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/ Xxxxxx Xxxxxx | |||
| Executive Vice President | ||||
| Grantham, Mayo, Van Otterloo & Co. LLC |
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| By: | /s/ X.X. Xxxxxxxxx | |||
| General Counsel | ||||
APPENDIX A
The Subadviser shall serve as investment subadviser for the Fund. The Adviser will pay the
Subadviser, as full compensation for all services provided under this Agreement, the fee computed
as indicated below.
1. For purposes of calculating the fee to be paid to the Subadviser under this Agreement:
“Fund Assets” shall mean the net assets of the Fund managed by the Subadviser for which the
fee is being calculated;
“Other Assets” shall mean the net assets of the portion of assets managed by the Subadviser of
the accounts listed in the table under Item 3 below;
“Combined Assets” shall mean the sum of Fund Assets and Other Assets; and
“Daily Fund Net Assets” shall mean the net asset value of the Fund Assets as of the end of
each day.
“Daily Combined Net Assets” shall mean the net asset value of the Combined Assets as of the
end of each day.
2. The Subadviser’s fee shall be calculated and accrued daily based upon the Daily Fund Net Assets
and the sum of the daily fee accruals shall be paid monthly in arrears (within 10 days of receipt
by the Adviser of an invoice from the Subadviser). The fee accrued each calendar day shall be
calculated by applying the Applicable Rate, as determined in accordance with Item 4 below, to the
Daily Fund Net Assets, and dividing by 365 (366 in a leap year).
| a. | The following table shall be used to determine the Other Assets that correspond to each Portfolio: |
| Name of Portfolio | Names of Accounts Used to Calculate “Other Assets” | |
U.S. Multi Sector Fund
|
U.S. Multi Sector Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust | |
Large Cap Fund
|
Large Cap Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust |
The following fee schedule shall be used to determine the Applicable Rate used in calculating the
fee to be paid to the Subadviser under this Agreement, in each case based on the Daily Combined Net
Assets as indicated.
| Second | ||||||||||||
| Tranche: | ||||||||||||
| Daily Combined | Third | |||||||||||
| First Tranche: | Net Assets in | Tranche: | ||||||||||
| Daily Combined | Excess of | Daily Combined | ||||||||||
| Net Assets | $500,000,000 | Net Assets in | ||||||||||
| up to | and up to | Excess of | ||||||||||
| Name of Portfolio | $500,000,000 | $1,000,000,000 | $1,000,000,000 | |||||||||
U.S. Multi Sector Fund |
% | % | % | |||||||||
| Second | Third | |||||||||||||||
| Tranche: | Tranche: | |||||||||||||||
| First | Daily | Daily | Fourth | |||||||||||||
| Tranche: | Combined | Combined | Tranche: | |||||||||||||
| Daily | Net Assets | Net Assets in | Daily | |||||||||||||
| Combined | in Excess of | Excess of | Combined | |||||||||||||
| Net Assets | $250,000,000 | $500,000,000 | Net Assets in | |||||||||||||
| up to | and up to | and up to | Excess of | |||||||||||||
| Name of Portfolio | $250,000,000 | $500,000,000 | $750,000,000 | $750,000,000 | ||||||||||||
Large Cap Fund |
% | % | % | % | ||||||||||||
Unless otherwise indicated above, the “Applicable Rate” is equal to (a) the sum of the products of
the percentage and the dollar amount of the portion of Daily Combined Net Assets in each respective
tranche, divided by (b) the total amount of Daily Combined Net Assets.
