JOHN HANCOCK FUNDS II AMENDMENT TO SUBADVISORY AGREEMENT
XXXX XXXXXXX FUNDS II
AMENDMENT TO SUBADVISORY AGREEMENT
AMENDMENT made as of this 26th day of September, 2011 to the Subadvisory Agreement dated April
28, 2006, as amended (the “Agreement”), between Xxxx Xxxxxxx Investment Management Services, LLC, a
Delaware limited liability company (the “Adviser”), and Xxxx Xxxxxxx Asset Management a division of
Manulife Asset Management (US) LLC (formerly, MFC Global Investment Management (U.S.), LLC, a
Delaware limited liability company (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 (i) add the subadvisory fee for the new Diversified Strategies Fund, and (ii) reduce the subadvisory fee for the following funds: | ||
| a. Fundamental Large Cap Value Fund | ||
| b. Fundamental All Cap Core Fund | ||
| c. Optimized Value Fund | ||
| 2. | EFFECTIVE DATE | |
| This Amendment shall become effective 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. | ||
| 3. | DEFINED TERMS | |
| Unless otherwise defined herein, capitalized terms used herein have the meanings 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. |
(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 |
||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Executive Vice President | ||||
| XXXX XXXXXXX ASSET MANAGEMENT A DIVISION OF MANULIFE ASSET MANAGEMENT (US) LLC |
||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Chief Administrative Officer | ||||
2
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”):
| First | Next | Excess Over | ||||||||||
| Portfolio (Aggregate Net Assets)* | $250 million | $500 million | $750 million | |||||||||
Emerging Markets Debt Fund |
% | % | % | |||||||||
Short Term Government Income Fund |
% | % | % | |||||||||
Active Bond |
% | % | % | |||||||||
| First $500 million | Next $500 million | Excess Over | ||||||||||
| of Aggregate | of Aggregate | $1 billion of | ||||||||||
| Portfolio | Net Assets* | Net Assets* | Aggregate Net Assets* | |||||||||
Fundamental Large Cap
Value Fund |
% | % | % | |||||||||
| Excess Over | ||||||||||||||||
| First $500 million | Next $500 million | Next $500 million | $1.5 billion | |||||||||||||
| of Aggregate | of Aggregate | of Aggregate | of Aggregate | |||||||||||||
| Portfolio | Net Assets* | Net Assets* | Net Assets * | Net Assets* | ||||||||||||
Fundamental Large
Cap Core Fund |
% | % | % | % | ||||||||||||
| First $2.5 billion | Excess Over $2.5 billion | |||||||
| Portfolio | of Aggregate Net Assets | of Aggregate Net Assets | ||||||
Fundamental All Cap
Core Fund |
% | % | ||||||
| First $500 million | Next $500 million | Excess Over | ||||||||||
| of Aggregate | of Aggregate | $1 billion of | ||||||||||
| Portfolio | Net Assets | Net Assets | Aggregate Net Assets | |||||||||
Optimized Value Fund |
% | % | % | |||||||||
| First | Excess Over | |||||||
| Portfolio (Aggregate Net Assets)* | $500 million | $500 million | ||||||
Strategic Income Opportunities Fund |
% | % | ||||||
A-1
| Between | Between | |||||||||||||||
| First | $150 million | $500 million | Excess Over | |||||||||||||
| $150 million | and $500 million | and $2.5 billion | $2.5 billion | |||||||||||||
| of Aggregate | of Aggregate | of Aggregate | of Aggregate | |||||||||||||
| Portfolio | Net Assets* | Net Assets* | Net Assets* | Net Assets* | ||||||||||||
High Income Fund |
% | % | % | % | ||||||||||||
| Portfolio | First $1 billion | Excess over $1 billion | ||||||
Diversified Strategies Fund |
% | % | ||||||
| Portfolio | All Asset Levels | |||
Alternative Asset Allocation Fund |
% | |||
Core Fundamental Holdings Fund |
||||
Core Global Diversification Fund |
||||
Core Diversified Growth & Income Fund |
||||
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 |
||||
Lifestyle Aggressive Portfolio |
||||
Lifestyle Balanced Portfolio |
||||
Lifestyle Conservative Portfolio |
||||
Lifestyle Growth Portfolio |
||||
Lifestyle Moderate Portfolio |
||||
Retirement Distribution Portfolio |
||||
Retirement Rising Distribution Portfolio |
||||
Retirement 2010 Portfolio |
||||
Retirement 2015 Portfolio |
||||
Retirement 2020 Portfolio |
||||
Retirement 2025 Portfolio |
||||
Retirement 2030 Portfolio |
||||
Retirement 2035 Portfolio |
||||
Retirement 2040 Portfolio |
||||
Retirement 2045 Portfolio |
||||
Retirement 2050 Portfolio |
||||
| * | The term Aggregate Net Assets for a given day includes the net assets of a Portfolio of the Trust. It also includes the net assets of one or more other portfolios of the Trust or other trusts 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 for a given day, the net assets of the Portfolio and each other portfolio of the Trust are determined by the Custodian 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 or trust are determined as of the close of business on the previous business day of that fund. |
A-2
| Trust Portfolio(s) | Other Portfolio(s) | |||
Active Bond Fund
|
— | Active Bond Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust (“JHVIT”) | ||
Strategic Income Opportunities
Fund
|
Strategic Income Opportunities Trust, a series of JHVIT | |||
High Income Fund
|
N/A | |||
Short Term Government Income Fund
|
Short Term Government Income Trust, a series of JHVIT | |||
Optimized Value Fund
|
Fundamental Large Cap Value Trust, a series of JHVIT | |||
| Fundamental Large Cap Value Fund, a series of Xxxx Xxxxxxx Funds II | ||||
Fundamental Large Cap Value Fund
|
Fundamental Large Cap Value Trust, a series of JHVIT | |||
| Optimized Value Fund, a series of Xxxx Xxxxxxx Funds II | ||||
Fundamental Large Cap Core Fund |
||||
Fundamental All Cap Core Fund
|
Fundamental All Cap Core Trust, a series of JHVIT | |||
Diversified Strategies Fund
|
Not Applicable | |||
Alternative Asset Allocation Fund
|
Not Applicable | |||
Core Fundamental Holdings Fund |
||||
Core Global Diversification Fund |
||||
Core Diversified Growth & Income Fund |
||||
Emerging Markets Debt Fund |
||||
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 |
A-3
| Trust Portfolio(s) | Other Portfolio(s) | |||
Lifestyle Aggressive Portfolio
|
||||
Lifestyle Balanced Portfolio |
||||
Lifestyle Conservative Portfolio |
||||
Lifestyle Growth Portfolio |
||||
Lifestyle Moderate Portfolio |
||||
Retirement Distribution Portfolio |
||||
Retirement Rising Distribution Portfolio |
||||
Retirement 2010 Portfolio |
||||
Retirement 2015 Portfolio |
||||
Retirement 2020 Portfolio |
||||
Retirement 2025 Portfolio |
||||
Retirement 2030 Portfolio |
||||
Retirement 2035 Portfolio |
||||
Retirement 2040 Portfolio |
||||
Retirement 2045 Portfolio |
||||
Retirement 2050 Portfolio |
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 the
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.
A-4
