JOHN HANCOCK FUNDS II AMENDMENT TO SUBADVISORY AGREEMENT Munder Capital Management
XXXX XXXXXXX FUNDS II
AMENDMENT TO SUBADVISORY AGREEMENT
Munder Capital Management
AMENDMENT made as of this 27th day of June, 2008 to the Subadvisory Agreement dated
December 29, 2006 (the “Agreement”), as amended, between Xxxx Xxxxxxx Investment Management
Services, LLC, a Delaware limited partnership (the “Adviser”), and Munder Capital Management, (the
“Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as
follows:
1. CHANGE IN APPENDIX A
Section 3 of the Agreement, “Compensation of Subadviser,” is hereby amended:
a. | to reduce the compensation of the Small Cap Opportunities Fund as noted in Appendix A. |
2. EFECTIVE DATE
This Amendment shall become effective upon 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.
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
Xxxxx X. Xxxxx
Executive Vice President
Xxxxx X. Xxxxx
Executive Vice President
Munder Capital Management
By:
/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, CEO
Xxxx X. Xxxxx, CEO
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”):
Between | Between | |||||||||||||||
$250 million | $500 million | |||||||||||||||
First | and | and | Excess Over | |||||||||||||
$250 million | $500 million | $1 billion | $1 billion | |||||||||||||
Of Aggregate Net | Of Aggregate Net | Of Aggregate Net | Of Aggregate Net | |||||||||||||
Portfolio | Assets* | Assets* | Assets* | Assets* | ||||||||||||
Small Cap Opportunities Fund |
[%] | [%] | [%] | [%] |
* | The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust subadvised by the Subadviser. It also includes with respect to each Portfolio the net assets of one or more other portfolios subadvised by the Subadviser 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 business day of that fund. |
Trust Portfolio(s) | Other Portfolio(s) | |||
Small Cap Opportunities Fund
|
— | The portion of the net assets of the Small Cap Opportunities Trust, a series of Xxxx Xxxxxxx Trust, subadvised by the Subadviser |
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 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 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.