John Hancock Funds II AMENDMENT TO SUBADVISORY AGREEMENT
Exhibit 99.(d)(17)(A)
Xxxx Xxxxxxx Funds II
AMENDMENT TO SUBADVISORY AGREEMENT
X. Xxxx Price Associates, Inc.
AMENDMENT made as of this 1st day of January, 2017 to the Subadvisory Agreement dated January 1, 2014, as amended (the “Agreement”), between Xxxx Xxxxxxx Advisers, LLC, a Delaware limited liability company (the “Adviser”), and X. Xxxx Price Associates, Inc., a Maryland 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, “Compensation of Subadviser,” is hereby amended to reduce the subadvisory fee for the Equity Income Fund and Mid Value Fund (each, a “Portfolio”), series of Xxxx Xxxxxxx Funds II (the “Trust”).
| 2. |
SUBADVISORY AGREEMENT
|
In all other respects, the Agreement is confirmed and remains in full force and effect.
| 3. |
EFFECTIVE DATE
|
This Amendment shall become effective on the later to occur of (i) approval of this amendment by the Trustees of the Xxxx Xxxxxxx Funds II and (ii) the date of its execution.
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 Advisers, LLC
|
|
|
By:
|
/s/ Xxx Xxxxxxx
|
|
Name:
|
Xxx Xxxxxxx
|
|
Title:
|
Senior Vice President and Chief Investment Officer
|
|
X. Xxxx Price Associates, Inc.
|
|
|
By:
|
/s/ Xxxxxxx X. Xxxxxxxx
|
|
Name:
|
Xxxxxxx X. Xxxxxxxx
|
|
Title:
|
Vice President
|
2
APPENDIX A
Blue Chip Growth Fund
Equity Income Fund
Health Sciences Fund
Mid Value Fund
Real Estate Equity Fund
Science & Technology Fund
Small Company Value Fund
Spectrum Income Fund
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 accrued daily at an annual rate as follows (the “Subadviser Fee”):
|
Portfolio
|
First
$50 million
of Aggregate
Net Assets*
|
Between
$50 million
and
$200 million
of Aggregate
Net Assets*
|
Between
$200 million
and
$500 million
of Aggregate
Net Assets*
|
Between
$500 million
and
$1 billion of
Aggregate
Net Assets*
|
Excess Over
$1 billion of
Aggregate
Net Assets*
|
|
Blue Chip Growth Fund
|
xxxxx%
|
xxxxx%
|
xxxxx%
|
xxxxx%
|
xxxxx%
|
|
Science & Technology Fund
|
xxxxx%
|
xxxxx%
|
xxxxx%
|
xxxxx%
|
xxxxx%
|
|
Small Company Value Fund
|
xxxxx%
|
xxxxx%
|
xxxxx%
|
xxxxx%
|
xxxxx%
|
|
Portfolio
|
First
$20 million
of Aggregate
Net Assets*
|
Between
$20 million
and $50 million
of Aggregate
Net Assets*
|
Excess Over
$50 million
of Aggregate
Net Assets*
|
|
Mid Value Fund
|
xxxxx%
|
xxxxx%
|
xxxxx%##
|
|
Portfolio
|
First
$250 million
of Aggregate
Net Assets*
|
Between
$250 million
and $500 million
of Aggregate
Net Assets*
|
Excess Over
$500 million
of Aggregate
Net Assets*
|
|
Real Estate Equity Fund
|
xxxxx%
|
xxxxx%
|
xxxxx%
|
|
Portfolio
|
First
$250 Million
of Aggregate
Net Assets*
|
Excess Over
$250 Million
of Aggregate
Net Assets*
|
|
|
Spectrum Income Fund
|
xxxxx%
|
xxxxx%
|
3
|
Portfolio
|
First
$500 Million
of Aggregate
Net Assets*
|
Next $250
Million of
Aggregate
Net Assets*
|
Excess over
$750 Million
of Aggregate
Net Assets*
|
|
Health Sciences Fund
|
xxxxx%
|
xxxxx%
|
xxxxx%
|
#When Aggregate Net Assets exceed $1 billion on any day, the annual rate of subadvisory fee for that day is xxxxx% on the first $1 billion of Aggregate Net Assets.
## When Aggregate Net Assets exceed $50 million on any one day, the annual rate of subadvisory fee for that day is xxxxx% all assets.
###When Aggregate Net Assets exceed $750 million on any one day, the annual rate of subadvisory fee for that day is xxxxx% all assets.
Portfolio
Equity Income Fund
|
First
$50 million
of Aggregate
Net Assets*
|
Between
$50 million
and
$100 million
of Aggregate
Net Assets*
|
Between
$100 million and
$200 million
of Aggregate
Net Assets*
|
Between
$200 million
and
$500 million
of Aggregate
Net Assets*
|
Between
$500 million
and
$1 billion
of Aggregate
Net Assets*
|
Between
$1 billion
and
$1.5 billion
of Aggregate
Net Assets*
|
Excess over
$1.5 billion
of Aggregate
Net Assets*
|
|
xxxxx%
|
xxxxx%#
|
xxxxx%##
|
xxxxx%###
|
xxxxx%####
|
xxxxx%#####
|
xxxxx%
|
#When Aggregate Net Assets exceed $100 million on any day, the annual rate of subadvisory fee for that day is xxxxx% on the first $100 million of Aggregate Net Assets.
##When Aggregate Net Assets exceed $200 million on any day, the annual rate of subadvisory fee for that day is xxxxx% on the first $200 million of Aggregate Net Assets.
###When Aggregate Net Assets exceed $500 million on any day, the annual rate of subadvisory fee for that day is xxxxx% on the first $500 million of Aggregate Net Assets and xxxxx% on the amount above $500 million.
####When Aggregate Net Assets exceed $1 billion on any day, the annual rate of subadvisory fee for that day is xxxxx% on the first $1 billion of Aggregate Net Assets.
##### When Aggregate Net Assets exceed $1.5 billion on any day, the annual rate of subadvisory fee for that day is xxxxx% on the first $1.5 billion of Aggregate Net Assets.
*The term Aggregate Net Assets for a given day includes the net assets of the Portfolio managed by the Subadviser. It also includes the net assets of one or more other portfolios of the Trust, or other portfolios managed 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 for a given day, the net assets of the Portfolio and each other portfolio of the Trust are determined by the custodian or fund accountant as of the close of business on the previous business day of the Trust, and the net assets of each other portfolio are determined as of the close of business on the previous business day of that other portfolio.
4
|
Trust Portfolio(s)
|
Other Portfolio(s)
|
|
|
Blue Chip Growth Fund
|
Blue Chip Growth Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust
|
|
|
Equity Income Fund
|
Equity Income Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust
|
|
|
Health Sciences Fund
|
Health Sciences Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust
|
|
|
Mid Value Fund
|
Mid Value Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust
|
|
|
Real Estate Equity Fund
|
Not Applicable
|
|
|
Science & Technology Fund
|
Science & Technology Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust
|
|
|
Small Company Value Fund
|
Small Company Value Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust
|
|
|
Spectrum Income Fund
|
New Income Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust
|
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 Applicable Annual Fee Rate is then applied to Portfolio assets as described below. 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.
5
Capital Appreciation Value Fund
The Subadviser shall serve as subadviser for the 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 the Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the “Subadviser Fee”):
If Aggregate Net Assets are less than $500 million, the following fee schedule shall apply:
|
Portfolio
|
First $250
million of
Aggregate Net
Assets*
|
Excess Over $250 million
of Aggregate Net Assets*
|
|
|
Capital Appreciation Value Fund
|
xxxxx%
|
xxxxx%
|
If Aggregate Net Assets equal or exceed $500 million but are less than $2 billion, the following fee schedule shall apply:
|
Portfolio
|
First $1 billion of
Aggregate Net
Assets*
|
Excess Over $1 billion of
Aggregate Net Assets*
|
|
|
Capital Appreciation Value Fund
|
xxxxx%
|
xxxxx%
|
If Aggregate Net Assets equal or exceed $2 billion but are less than $3 billion, the following fee schedule shall apply:
|
Portfolio
|
First $500
million of
Aggregate Net
Assets*
|
Excess Over $500 million
of Aggregate Net Assets*
|
|
|
Capital Appreciation Value Fund
|
xxxxx%
|
xxxxx%
|
If Aggregate Net Assets equal or exceed $3 billion, the following fee schedule shall apply:
|
Portfolio
|
All Asset Levels
|
|
|
Capital Appreciation Value Fund
|
xxxxx%
|
*The term Aggregate Net Assets for a given day includes the net assets of a Portfolio of the Trust, as indicated below, managed by the Subadviser. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below managed by the Subadviser, 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 or fund accountant as of the close of business on the previous business day of the Trust, and the net assets of each other portfolio are determined as of the close of business on the previous business day of that other portfolio.
6
|
Trust Portfolio(s)
|
Other Portfolio(s)
|
|
|
Capital Appreciation Value Fund
|
Capital Appreciation Value Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust
|
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 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 the 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.
7
