JOHN HANCOCK FUNDS II AMENDMENT TO SUBADVISORY AGREEMENT
Exhibit (d)(3)(C)
XXXX XXXXXXX FUNDS II
AMENDMENT TO SUBADVISORY AGREEMENT
AMENDMENT made as of this 17th day of December, 2014 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 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 the compensation of the Subadviser is amended to change the fee for the Lifestyle Portfolios and Retirement Living through 2010-2055 Portfolios.
| 2. | EFFECTIVE DATE |
The Amendment shall become effective on February 18, 2015 following approval of the Amendment by the Board of Trustees of Xxxx Xxxxxxx Funds II.
| 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 ADVISERS, LLC | |
| By:_____________________ | |
| Name: Xxx Xxxxxxx | |
| Title: Senior Vice President and Chief Investment Officer |
| XXXX XXXXXXX ASSET MANAGEMENT A DIVISION OF MANULIFE ASSET MANAGEMENT (US) LLC | |
| By:_______________________________ | |
| Name: | |
| Title: | |
| 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 | % | % | % | |||||||||
| Short Term Government Income Fund | % | % | % | |||||||||
| 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 | % | % | % | |||||||||
| 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 | % | % | % | |||||||||
| 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 | % | % | % | |||||||||
| Value Fund | ||||||||||||
| Excess Over | ||||||||||||||||
| First $500 million | Next $500 million | Next $500 million | $1.5 billion | |||||||||||||
| of Aggregate | of Aggregate | of Aggregate | of Aggregate | |||||||||||||
| Portfolio | Net Assets* | Net Assets* | Net Assets* | Net Assets* | ||||||||||||
| Fundamental Large | % | % | % | % | ||||||||||||
| Cap Core Fund | ||||||||||||||||
| First $2.5 billion | Excess Over $2.5 billion | |||||||
| Portfolio | of Aggregate Net Assets* | of Aggregate Net Assets* | ||||||
| Fundamental All Cap | % | % | ||||||
| Core Fund | ||||||||
| A-1 |
| Portfolio | First $500 million of Aggregate Net Assets* | Next $3 Billion of Aggregate Net Assets* | Excess Over $3.5 Billion of Aggregate Net Assets* | |||||||||
| Strategic Income Opportunities Fund | % | % | % | |||||||||
| Portfolio | First $1 billion | Excess over $1 billion | ||||||
| Fundamental Global Franchise Fund | % | % | ||||||
| Portfolio | First $500 million of | Excess over $500 million | ||||||
| Diversified Strategies Fund | Aggregate Net Assets* | of Aggregate Net Assets* | ||||||
| % | % | |||||||
| 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 | % | % | % | % | ||||||||||||
| Allocation Fund | ||||||||||||||||
| First $500 million of | Excess over $500 million of | |||||||
| Portfolio | Aggregate Net Assets* | Aggregate Net Assets* | ||||||
| Global Equity Fund | % | %** | ||||||
**When Aggregate Net Assets exceed $500 million, the fee is [ %] on all asset levels.
| A-2 |
| Portfolio | All Asset Levels | |
|
Alternative Asset Allocation Fund |
% |
| Portfolio | ||
| Income Allocation Fund** | ||
|
Net Assets of the Fund |
First $5 billion - % Excess over $5 billion – % | |
| Aggregate Net Assets* of the Fund managed according to the Subadviser’s strategic income opportunities strategy (the “SIO Sleeve”) |
First $500 million - % Next $3 billion - % Excess over $3.5 billion - % | |
|
Aggregate Net Assets* of the Fund managed according to the Subadviser’s bond strategy for Xxxx Xxxxxxx Xxxx Fund (the “Bond Sleeve”) |
First $500 million - % Next $500 million - % Next $500 million - % Next $500 million - % Next $500 million - % Excess over $2.5 billion - % |
**In no event will the total subadvisory fees payable by the Adviser with respect to this Fund exceed [ %], notwithstanding the total subadvisory fees otherwise payable when calculating the subadvisory fees in accordance with the foregoing schedule.
| Portfolio | All Asset Levels | |
| 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 | ||
| Retirement Living through II 2055 Portfolio | ||
| Lifestyle II Aggressive Portfolio | ||
| Lifestyle II Balanced Portfolio | ||
| Lifestyle II Conservative Portfolio | ||
| Lifestyle II Growth Portfolio | ||
| Lifestyle II 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 | ||
| Retirement Choices at 2055 Portfolio |
| A-3 |
| Portfolio | All Asset Levels | |
| 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 2055 Portfolio | ||
| Lifestyle Aggressive Portfolio | ||
| Lifestyle Balanced Portfolio | ||
| Lifestyle Conservative Portfolio | ||
| Lifestyle Growth Portfolio | ||
| Lifestyle Moderate Portfolio |
*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.
| 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 and the SIO Sleeve of Income Allocation Fund, a series of the 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 Value Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust |
| A-4 |
| 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 | |
| Income Allocation Fund, SIO Sleeve | Strategic Income Opportunities Fund, a series of the Trust and Strategic Income Opportunities Trust, a series of Xxxx Xxxxxxx Variable Insurance Trust | |
| Income Allocation Fund, Bond Sleeve | Xxxx Xxxxxxx Xxxx Fund, a series of Xxxx Xxxxxxx Sovereign Bond Fund | |
| Alternative Asset Allocation Fund | Not Applicable | |
| 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 2055 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 | ||
| Retirement Living through II 2055 Portfolio | ||
| Lifestyle Aggressive Portfolio | ||
| Lifestyle Balanced Portfolio | ||
| Lifestyle Conservative Portfolio | ||
| Lifestyle Growth Portfolio | ||
| Lifestyle Moderate Portfolio | ||
| Lifestyle II Aggressive Portfolio |
| A-5 |
| Lifestyle II Balanced Portfolio | ||
| Lifestyle II Conservative Portfolio | ||
| Lifestyle II Growth Portfolio | ||
| Lifestyle II 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 | ||
| Retirement Choices at 2055 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-6 |
