AMENDMENT TO John Hancock Trust AMENDED AND RESTATED SUBADVISORY CONSULTING AGREEMENT DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
AMENDMENT TO
▇▇▇▇ ▇▇▇▇▇▇▇ Trust
AMENDED AND RESTATED SUBADVISORY CONSULTING AGREEMENT
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
AMENDMENT made as of this 26TH day of December, 2007 to the Amended and Restated
Subadvisory Consulting Agreement dated April 30, 2004 (the “Agreement”) among ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware
limited liability company (the “Adviser”), MFC Global Investment Management (U.S.A.) Limited, a
Canadian Corporation (the “Subadviser”) and Deutsche Investment Management Americas Inc., a
Delaware corporation (the “Deutsche”). 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 Deutsche,” is hereby amended to add the subadvisory
consulting fee for the following:
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
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. EFFECTIVE DATE
This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by
the Board of Trustees of ▇▇▇▇ ▇▇▇▇▇▇▇ 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.
| ▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT SERVICES, LLC |
||||
| By: | /s/▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||
| Executive Vice President | ||||
| MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED |
||||
| By: | /s/▇▇▇▇▇ ▇▇▇▇ | |||
| Name: | ▇▇▇▇▇ ▇▇▇▇ | |||
| Title: | Compliance Officer | |||
| DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. |
||||
| By: | /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: | Managing Director | |||
| By: | /s/▇▇▇▇▇▇ ▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇ | |||
| Title: | Managing Director | |||
2
APPENDIX A
The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below.
The Adviser will pay the Deutsche, 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 Consulting Fee”):
| Between | ||||||||||||
| $1.5 billion | ||||||||||||
| First | and | Excess Over | ||||||||||
| $1.5 billion | $7.5 billion | $7.5 billion | ||||||||||
| of Aggregate | of Aggregate | of Aggregate | ||||||||||
| Portfolio | 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 |
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Lifecycle Retirement Trust |
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| * | The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each 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 business day of that fund. |
A-1
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 ▇▇▇▇ ▇▇▇▇▇▇▇ Trust | ||||
| JHFII 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 ▇▇▇▇ ▇▇▇▇▇▇▇ Trust | ||||
| JHFII Lifecycle Funds* | ||||
Lifecycle 2020 Trust
|
— | Lifecycle 2010 Trust | ||
| Lifecycle 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 ▇▇▇▇ ▇▇▇▇▇▇▇ Trust | ||||
| JHFII 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 |
A-2
| Each a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust | ||||
| JHFII 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 ▇▇▇▇ ▇▇▇▇▇▇▇ Trust | ||||
| JHFII 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 ▇▇▇▇ ▇▇▇▇▇▇▇ Trust | ||||
| JHFII 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 ▇▇▇▇ ▇▇▇▇▇▇▇ Trust | ||||
| JHFII 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 |
A-3
| Lifecycle 2050 Trust | ||||
| Lifecycle Retirement Trust | ||||
| Each a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust | ||||
| JHFII 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 ▇▇▇▇ ▇▇▇▇▇▇▇ Trust | ||||
| JHFII 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 ▇▇▇▇ ▇▇▇▇▇▇▇ Trust | ||||
| JHFII Lifecycle Funds* |
| * | The JHFII 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, and Lifecycle Retirement Portfolio |
The Subadviser Consulting 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
Consulting 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 Deutsche with such
information as Deutsche 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 Deutsche.
A-4
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-5