JOHN HANCOCK FUNDS II AMENDMENT TO SUBADVISORY AGREEMENT

ATTACHMENT FOR CURRENT FILING OF N-SAR

SUB-ITEM 77Q1(e)

Exhibit G

XXXX XXXXXXX FUNDS II

AMENDMENT TO SUBADVISORY AGREEMENT

AMENDMENT made as of this 1st day of January, 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:

2. CHANGE IN APPENDIX A

Appendix A of the Agreement relating to compensation of the Subadviser is amended to

add the following funds:

a.  Alternative Asset Allocation Fund

b.  Core Fundamental Holdings Fund

c.  Core Global Diversification Fund

d.  Core Diversified Growth & Income Fund

e.  Lifecycle 2010 Portfolio

f.  Lifecycle 2015 Portfolio

g.  Lifecycle 2020 Portfolio

h.  Lifecycle 2025 Portfolio

i.  Lifecycle 2030 Portfolio

j.  Lifecycle 2035 Portfolio

k.  Lifecycle 2040 Portfolio

l.  Lifecycle 2045 Portfolio

m.  Lifecycle 2050 Portfolio

n.  Lifestyle Aggressive Portfolio

o.  Lifestyle Balanced Portfolio

p.  Lifestyle Conservative Portfolio

q.  Lifestyle Growth Portfolio

r.  Lifestyle Moderate Portfolio

s.  Retirement Distribution Portfolio

t.  Retirement Rising Distribution Portfolio

u.   Retirement 2010 Portfolio

v. Retirement 2015 Portfolio

w.  Retirement 2020 Portfolio

x.  Retirement 2025 Portfolio

y.  Retirement 2030 Portfolio

z.  Retirement 2035 Portfolio

aa.  Retirement 2040 Portfolio

bb.  Retirement 2045 Portfolio

cc.  Retirement 2050 Portfolio

3. 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)

2

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

                                                                                                    Xxxxxx Xxxxxx

                                                                                                    Executive Vice President

    XXXX XXXXXXX ASSET MANAGEMENT A DIVISION OF MANULIFE ASSET MANAGEMENT (US) LLC

                                                                        By:     /s/ Xxxxx Xxxxxxx

                                                                                    Chief Administrative Officer

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                                                               $250 million                $500 million                $750 million

Emerging Markets Debt Fund......................                                                                                        

Short Term Government Income Fund......                                                                                        

Active Bond....................................................                                                                                        

                                                                                        First                        Excess Over                           

Portfolio                                                               $500 million                $500 million                           

Strategic Income Opportunities Fund.........                                                                                        

Portfolio	First $150 million of Aggregate Net Assets*	Between $150 million and $500 million of Aggregate Net Assets*	Between $500 million and $2.5 billion of Aggregate Net Assets*	Excess Over $2.5 billion of Aggregate Net Assets*
High Income 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.

Trust Portfolio(s)		Other Portfolio(s)
Active Bond Fund Strategic Income Opportunities Fund High Income Fund Short Term Government Income Fund Alternative Asset Allocation Fund 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 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	--	Active Bond Trust, a series of Xxxx Xxxxxxx Trust Strategic Income Opportunities Trust, a series of Xxxx Xxxxxxx Trust High Income Trust, a series of Xxxx Xxxxxxx Trust Short Term Government Income Trust, a series of Xxxx Xxxxxxx Trust Not Applicable

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 Xxxxxxxxxx.

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.