AMENDMENT TO SUBADVISORY AGREEMENT
Exhibit (d)(45)
XXXX XXXXXXX FUNDS II
AMENDMENT TO SUBADVISORY AGREEMENT
AMENDMENT made as of this 27th day of September, 2013 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, 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 add the Retirement Living through II Portfolios (2010-2050) as set forth in Appendix A.
| 2. | EFFECTIVE DATE |
The 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/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title: Senior Vice President and Chief Investment Officer
XXXX XXXXXXX ASSET MANAGEMENT A DIVISION OF MANULIFE ASSET MANAGEMENT (US) LLC
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Vice President & 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 | $250 million | $500 million | $750 million |
| of Aggregate | of Aggregate | of Aggregate | |
| Net Assets* | Net Assets* | Net Assets* | |
| Emerging Markets Debt Fund | XXX% | XXX% | XXX% |
| Short Term Government Income Fund | XXX% | XXX% | XXX% |
| First | Next | Excess Over | |
| Portfolio | $250 million | $250 million | $500 million |
| of Aggregate | of Aggregate | of Aggregate | |
| Net Assets* | Net Assets* | Net Assets* | |
| Asia Total Return Bond Fund | XXX% | XXX% | XXX% |
| First | Next | Excess Over | |
| Portfolio | $2.5 Billion | $2.5 Billion | $5 Billion |
| of Aggregate | of Aggregate | of Aggregate | |
| Net Assets* | Net Assets* | Net Assets* | |
| Active Bond | XXX% | XXX% | XXX% |
| 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 | XXX% | XXX% | XXX% |
| Value Fund |
| First $500 million | Next $500 million | Next $500 million | Excess Over | |
| of Aggregate | of Aggregate | of Aggregate | $1.5 billion | |
| Portfolio | Net Assets* | Net Assets* | Net Assets * | of Aggregate |
| Net Assets* | ||||
| Fundamental Large | XXX% | XXX% | XXX% | XXX% |
| Cap Core Fund |
| First $2.5 billion | Excess Over $2.5 billion | ||
| Portfolio | of Aggregate Net Assets* | of Aggregate Net Assets* | |
| Fundamental All Cap | XXX% | XXX% | |
| Core Fund |
| A-1 |
|
Portfolio |
First $500 million of |
Next $3 Billion of |
Excess Over $3.5 |
| Strategic Income Opportunities Fund | XXX% | XXX% | XXX% |
|
Portfolio Fundamental Global Franchise Fund |
First $1 billion XXX% |
Excess over $1 billion XXX% |
|
Portfolio Diversified Strategies Fund |
First $500 million of Aggregate Net Assets* XXX% |
Excess over $500 million of Aggregate Net Assets* XXX% |
| Between | Between | |||
| $2.5 billion and | $7.5 billion and | Excess Over | ||
| First $2.5 billion | $7.5 billion of | $10 billion of | $10 billion | |
| of Aggregate Net | Aggregate Net | Aggregate Net | of Aggregate | |
| Portfolio | Assets* | Assets* | Assets* | Net Assets* |
| Strategic Equity | XXX% | XXX% | XXX% | XXX% |
| Allocation Fund |
| Portfolio | First $500 million of | Excess over $500 million of |
| Aggregate Net Assets* | Aggregate Net Assets* | |
| Global Equity Fund | XXX% | XXX%** |
**When Aggregate Net Assets exceed $500 million, the fee is XXX% on all asset levels.
| A-2 |
| Portfolio | All Asset Levels |
|
Alternative Asset Allocation Fund Core Fundamental Holdings Portfolio Core Global Diversification Portfolio Core Diversified Growth & Income Portfolio Retirement Living through 2010 Portfolio Retirement Living through 2015 Portfolio Retirement Living through 2020 Portfolio Retirement Living through 2025 Portfolio Retirement Living through 2030 Portfolio Retirement Living through 2035 Portfolio Retirement Living through 2040 Portfolio Retirement Living through 2045 Portfolio Retirement Living through 2050 Portfolio Retirement Living through II 2010 Portfolio Retirement Living through II 2015 Portfolio Retirement Living through II 2020 Portfolio Retirement Living through II 2025 Portfolio Retirement Living through II 2030 Portfolio Retirement Living through II 2035 Portfolio Retirement Living through II 2040 Portfolio Retirement Living through II 2045 Portfolio Retirement Living through II 2050 Portfolio Lifestyle Aggressive Portfolio Lifestyle Balanced Portfolio Lifestyle Conservative Portfolio Lifestyle Growth Portfolio Lifestyle Moderate Portfolio Retirement Choices at 2010 Portfolio Retirement Choices at 2015 Portfolio Retirement Choices at 2020 Portfolio Retirement Choices at 2025 Portfolio Retirement Choices at 2030 Portfolio Retirement Choices at 2035 Portfolio Retirement Choices at 2040 Portfolio Retirement Choices at 2045 Portfolio Retirement Choices at 2050 Portfolio
|
XXX% |
*The term Aggregate Net Assets for a given day includes the net assets of a Portfolio of the Trust managed by the Subadviser. 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-3 |
| Trust Portfolios |
Other Portfolios |
|
Active Bond Fund |
Active Bond Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust |
| Asia Total Return Bond Fund | Not Applicable |
|
Strategic Income Opportunities Fund |
Strategic Income Opportunities Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust |
|
Short Term Government Income Fund |
Short Term Government Income Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust |
|
Fundamental Large Cap Value Fund |
Fundamental Large Cap Value Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust |
|
Fundamental Large Cap Core Fund |
Not Applicable |
|
Fundamental All Cap Core Fund |
Fundamental All Cap Core Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust |
|
Diversified Strategies Fund |
Not Applicable |
| Strategic Equity Allocation Fund |
Strategic Equity Allocation Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust |
|
Fundamental Global Franchise Fund |
Not Applicable |
| Global Equity Fund | Not Applicable |
|
Alternative Asset Allocation Fund Core Fundamental Holdings Portfolio Core Global Diversification Portfolio Core Diversified Growth & Income Portfolio Emerging Markets Debt Fund Retirement Living through 2010 Portfolio Retirement Living through 2015 Portfolio Retirement Living through 2020 Portfolio Retirement Living through 2025 Portfolio Retirement Living through 2030 Portfolio Retirement Living through 2035 Portfolio Retirement Living through 2040 Portfolio Retirement Living through 2045 Portfolio Retirement Living through 2050 Portfolio Retirement Living through II 2010 Portfolio Retirement Living through II 2015 Portfolio |
Not Applicable |
| A-4 |
|
Retirement Living through II 2020 Portfolio Retirement Living through II 2025 Portfolio Retirement Living through II 2030 Portfolio Retirement Living through II 2035 Portfolio Retirement Living through II 2040 Portfolio Retirement Living through II 2045 Portfolio Retirement Living through II 2050 Portfolio Lifestyle Aggressive Portfolio Lifestyle Balanced Portfolio Lifestyle Conservative Portfolio Lifestyle Growth Portfolio Lifestyle Moderate Portfolio Retirement Choices at 2010 Portfolio Retirement Choices at 2015 Portfolio Retirement Choices at 2020 Portfolio Retirement Choices at 2025 Portfolio Retirement Choices at 2030 Portfolio Retirement Choices at 2035 Portfolio Retirement Choices at 2040 Portfolio Retirement Choices at 2045 Portfolio Retirement Choices at 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-5 |
