XXXX XXXXXXX TRUST
AMENDMENT TO SUBADVISORY AGREEMENT
MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
AMENDMENT made as of this 26th day of December 2007 to the Subadvisory
Agreement dated May 1, 2003, 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 add the following portfolios (the "Portfolios"):
Lifecycle 2010 Trust
Lifecycle 2015 Trust
Lifecycle 2020 Trust
Lifecycle 2025 Trust
Lifecycle 2030 Trust
Lifecycle 2035 Trust
Lifecycle 2040 Trust
Lifecycle 2045 Trust
Lifecycle 2050 Trust
Lifecycle Retirement Trust
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 Trust 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
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Vice President
MFC GLOBAL INVESTMENT MANAGEMENT
(U.S.A.) LIMITED
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: General Counsel, Corporate
Secretary & Chief Compliance
Officer
APPENDIX A
The Subadviser shall serve as investment subadviser for the Portfolios 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 each Portfolio at an annual rate as
follows (the "Subadviser Fee"):
BETWEEN
FIRST $1.5 BILLION EXCESS OVER
$1.5 BILLION AND $7.5 BILLION $7.5 BILLION
OF AGGREGATE OF AGGREGATE OF AGGREGATE
TRUST NET ASSETS* NET ASSETS* NET ASSETS*
----- ------------ ---------------- ------------
Lifecycle 2010 Trust [_]% [_]% [_]%
Lifecycle 2015 Trust [_]% [_]% [_]%
Lifecycle 2020 Trust [_]% [_]% [_]%
Lifecycle 2025 Trust [_]% [_]% [_]%
Lifecycle 2030 Trust [_]% [_]% [_]%
Lifecycle 2035 Trust [_]% [_]% [_]%
Lifecycle 2040 Trust [_]% [_]% [_]%
Lifecycle 2045 Trust [_]% [_]% [_]%
Lifecycle 2050 Trust [_]% [_]% [_]%
Lifecycle Retirement Trust [_]% [_]% [_]%
* The term Aggregate Net Assets includes the net assets of the Portfolio of
the Trust. It also includes with respect to the 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 day of that fund.
TRUST PORTFOLIO(S) OTHER PORTFOLIO(S)
------------------ ------------------
Lifecycle 2010 Trust Lifecycle 2015 Trust
Lifecycle 2020 Trust
Lifecycle 2025 Trust
Lifecycle 2030 Trust
Lifecycle 2035 Trust
Lifecycle 2040 Trust
Lifecycle 2045 Trust
Lifecycle 2050 Trust
Lifecycle Retirement Trust
Each a series of Xxxx Xxxxxxx Trust
JHF II Lifecycle Funds*
Lifecycle 2015 Trust Lifecycle 2010 Trust
Lifecycle 2020 Trust
Lifecycle 2025 Trust
Lifecycle 2030 Trust
Lifecycle 2035 Trust
Lifecycle 2040 Trust
Lifecycle 2045 Trust
Lifecycle 2050 Trust
Lifecycle Retirement Trust
Each a series of Xxxx Xxxxxxx Trust
JHF II Lifecycle Funds*
Lifecycle 2020 Trust Lifecycle 2010 Trust
Lifecyle 2015 Trust
Lifecycle 2025 Trust
Lifecycle 2030 Trust
Lifecycle 2035 Trust
Lifecycle 2040 Trust
Lifecycle 2045 Trust
Lifecycle 2050 Trust
Lifecycle Retirement Trust
Each a series of Xxxx Xxxxxxx Trust
JHF II Lifecycle Funds*
Lifecycle 2025 Trust Lifecycle 2010 Trust
Lifecycle 2015 Trust
Lifecycle 2020 Trust
Lifecycle 2030 Trust
Lifecycle 2035 Trust
Lifecycle 2040 Trust
Lifecycle 2045 Trust
Lifecycle 2050 Trust
Lifecycle Retirement Trust
Each a series of Xxxx Xxxxxxx Trust
JHF II Lifecycle Funds*
Lifecycle 2030 Trust Lifecycle 2010 Trust
Lifecycle 2015 Trust
Lifecycle 2020 Trust
Lifecycle 2025 Trust
Lifecycle 2035 Trust
Lifecycle 2040 Trust
Lifecycle 2045 Trust
Lifecycle 2050 Trust
Lifecycle Retirement Trust
Each a series of Xxxx Xxxxxxx Trust
JHF II Lifecycle Funds*
Lifecycle 2035 Trust Lifecycle 2010 Trust
Lifecycle 2015 Trust
Lifecycle 2020 Trust
Lifecycle 2025 Trust
Lifecycle 2030 Trust
Lifecycle 2040 Trust
Lifecycle 2045 Trust
Lifecycle 2050 Trust
Lifecycle Retirement Trust
Each a series of Xxxx Xxxxxxx Trust
JHF II Lifecycle Funds*
Lifecycle 2040 Trust Lifecycle 2010 Trust
Lifecycle 2015 Trust
Lifecycle 2020 Trust
Lifecycle 2025 Trust
Lifecycle 2030 Trust
Lifecycle 2035 Trust
Lifecycle 2045 Trust
Lifecycle 2050 Trust
Lifecycle Retirement Trust
Each a series of Xxxx Xxxxxxx Trust
JHF II Lifecycle Funds*
Lifecycle 2045 Trust Lifecycle 2010 Trust
Lifecycle 2015 Trust
Lifecycle 2020 Trust
Lifecycle 2025 Trust
Lifecycle 2030 Trust
Lifecycle 2035 Trust
Lifecycle 2040 Trust
Lifecycle 2050 Trust
Lifecycle Retirement Trust
Each a series of Xxxx Xxxxxxx Trust
JHF II Lifecycle Funds*
Lifecycle 2050 Trust Lifecycle 2010 Trust
Lifecycle 2015 Trust
Lifecycle 2020 Trust
Lifecycle 2025 Trust
Lifecycle 2030 Trust
Lifecycle 2035 Trust
Lifecycle 2040 Trust
Lifecycle 2045 Trust
Lifecycle Retirement Trust
Each a series of Xxxx Xxxxxxx Trust
JHF II Lifecycle Funds*
Lifecycle Retirement Trust Lifecycle 2010 Trust
Lifecycle 2015 Trust
Lifecycle 2020 Trust
Lifecycle 2025 Trust
Lifecycle 2030 Trust
Lifecycle 2035 Trust
Lifecycle 2040 Trust
Lifecycle 2045 Trust
Lifecycle 2050 Trust
Each a series of Xxxx Xxxxxxx Trust
JHF II Lifecycle Funds*
* The JHF II Lifecycle Funds are as follows: 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.
The Subadviser Fee for the 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 the Aggregate Net Assets divided by (ii) the
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 of 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.
