AMENDMENT TO SUB-ADVISORY AGREEMENT
Exhibit 99.(d)(2)
XXXX XXXXXXX FUNDS
AMENDMENT TO SUB-ADVISORY AGREEMENT
Xxxx Xxxxxxx Asset Management a division of
Manulife Asset Management (US) LLC
AMENDMENT made as of this 17th day of May, 2013 to the Sub-Advisory Agreement dated December 31, 2005, as amended (the “Agreement”), among Xxxx Xxxxxxx Advisers, LLC,
a Delaware limited liability company (the “Adviser”), Xxxx Xxxxxxx Asset Management a division of Manulife Asset Management (US) LLC (formerly, Sovereign Asset Management, LLC), a Delaware limited liability company (the “Sub-adviser”), and each of
the investment companies that is a signatory to the Agreement. In consideration of the mutual covenants contained herein, the parties agree as follows:
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1.
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Section 2.c is amended and restated as follows:
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The Sub-adviser will select brokers, dealers, futures commission merchants and other counterparties to effect all transactions for each Fund, including without limitation, with respect to transactions in securities,
derivatives, foreign currency exchange, commodities and/or any other investments. The Sub-adviser will place all orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and
non-financial terms, as applicable. The Sub-adviser will always seek the best possible price and execution in the circumstances in all transactions. Subject to the foregoing, the Sub-adviser is directed at all times to seek to execute transactions
for each Fund in accordance with its trading policies, as disclosed by the Sub-adviser to the Fund from time to time, but in all cases subject to policies and practices established by the Fund and described in the applicable Trust’s registration
statement. Notwithstanding the foregoing, the Sub-adviser may pay a broker-dealer that provides research and brokerage services a higher spread or commission for a particular transaction than otherwise might have been charged by another
broker-dealer to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and by the applicable Trust’s registration statement, if the Sub-adviser determines that the higher spread or commission is reasonable in relation to the
value of the brokerage and research services that such broker-dealer provides, viewed in terms of either the particular transaction or the Sub-adviser’s overall responsibilities with respect to accounts managed by the Sub-adviser. The Sub-adviser may
use for the benefit of the Sub-adviser’s other clients, or make available to companies affiliated with the Sub-adviser or to its directors for the benefit of its clients, any such brokerage and research services that the Sub-adviser obtains from
brokers or dealers.
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2.
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Effective Date
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This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of the Xxxx Xxxxxxx trusts that are a signatory hereto, and (ii) execution of
the Amendment.
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3.
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Miscellaneous
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Except as set forth herein, all provisions of the Agreement shall remain in full force and effect. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an
original but all of which together shall constitute one and the same 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.
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XXXX XXXXXXX ADVISERS, LLC
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By:
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/s/ Xxx Xxxxxxx
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Name:
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Xxx Xxxxxxx
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Title:
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Senior Vice President and Chief Investment Officer
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XXXX XXXXXXX ASSET MANAGEMENT A DIVISION OF
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MANULIFE ASSET MANAGEMENT (US) LLC
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By:
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/s/ Xxxxx X. Xxxxxxx
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Name:
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Xxxxx X. Xxxxxxx
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Title:
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Chief Administrative Officer
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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 XXXX TRUST
on behalf of
Xxxx Xxxxxxx Government Income Fund
Xxxx Xxxxxxx High Yield Fund
Xxxx Xxxxxxx Investment Grade Bond Fund
XXXX XXXXXXX CALIFORNIA TAX-FREE INCOME FUND
XXXX XXXXXXX CURRENT INTEREST
on behalf of
Xxxx Xxxxxxx Money Market Fund
XXXX XXXXXXX INVESTMENT TRUST
on behalf of
Xxxx Xxxxxxx Balanced Fund
Xxxx Xxxxxxx Global Opportunities Fund
Xxxx Xxxxxxx Large Cap Equity Fund
Xxxx Xxxxxxx Small Cap Intrinsic Value Fund
Xxxx Xxxxxxx Sovereign Investors Fund
XXXX XXXXXXX INVESTMENT TRUST II
on behalf of
Xxxx Xxxxxxx Financial Industries Fund
Xxxx Xxxxxxx Regional Bank Fund
Xxxx Xxxxxxx Small Cap Equity Fund
XXXX XXXXXXX MUNICIPAL SECURITIES TRUST
on behalf of
Xxxx Xxxxxxx High Yield Municipal Bond Fund
Xxxx Xxxxxxx Tax-Free Bond Fund
XXXX XXXXXXX SERIES TRUST
on behalf of
Xxxx Xxxxxxx Mid Cap Equity Fund
XXXX XXXXXXX SOVEREIGN BOND FUND
on behalf of
Xxxx Xxxxxxx Xxxx Fund
XXXX XXXXXXX STRATEGIC SERIES
on behalf of
Xxxx Xxxxxxx Income Fund
XXXX XXXXXXX TAX-EXEMPT SERIES FUND
on behalf of
Xxxx Xxxxxxx Massachusetts Tax-Free Income Fund
Xxxx Xxxxxxx New York Tax-Free Income Fund
XXXX XXXXXXX FINANCIAL OPPORTUNITIES FUND
XXXX XXXXXXX INCOME SECURITIES TRUST
XXXX XXXXXXX INVESTORS TRUST
XXXX XXXXXXX PREFERRED INCOME FUND
XXXX XXXXXXX PREFERRED INCOME FUND II
XXXX XXXXXXX PREFERRED INCOME FUND III
XXXX XXXXXXX PREMIUM DIVIDEND FUND
XXXX XXXXXXX STRATEGIC DIVERSIFIED INCOME FUND
XXXX XXXXXXX TAX-ADVANTAGED DIVIDEND INCOME FUND
Executed on behalf of each Trust and its relevant
Series referenced above:
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By:
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/s/Xxxx XxXxxxxx
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Name:
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Xxxx XxXxxxxx
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Title:
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President
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