Execution Copy
TRANSFER AGREEMENT
WHEREAS, ▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, LLC ("▇▇▇") acts as sub-adviser to the
Active Bond and Strategic Income portfolios (the "Funds") of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds
II pursuant to a sub-advisory agreement dated October 17, 2005 between ▇▇▇ and
▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Services, LLC ("JHIMS"), a copy of which is
attached as Annex A (the "Sub-Advisory Agreement");
WHEREAS, as part of a restructuring of investment management operations,
▇▇▇ is transferring its entire portfolio management staff, including those
portfolio managers involved in the management of the Funds, to Sovereign Asset
Management LLC ("▇▇▇");
WHEREAS, ▇▇▇, JHIMS and ▇▇▇ are all indirect, wholly-owned subsidiaries of
Manulife Financial Corporation; and
WHEREAS, in order to continue to provide the Funds with the same quality of
investment management services, ▇▇▇ proposes transferring its rights and
obligations under the Sub-Advisory Agreement to ▇▇▇.
NOW THEREFORE, ▇▇▇, ▇▇▇ and JHIMS, for good and valuable consideration, the
sufficiency of which is hereby acknowledged, agree as follows:
1. ▇▇▇ agrees to transfer to ▇▇▇, and ▇▇▇ agrees to assume, all of JHA's
rights and obligations under the Sub-Advisory Agreement. JHIMS consents to
such transfer.
2. As a result of such transfer and assumption, ▇▇▇ shall act as investment
sub-adviser to each Fund and perform all of JHA's obligations under the
Sub-Advisory Agreement in connection with the management of the Funds.
3. ▇▇▇ shall be entitled to receive from JHIMS the sub-advisory fee previously
payable to ▇▇▇.
4. Notwithstanding anything in this Agreement to the contrary, ▇▇▇ agrees that
it shall retain ultimate legal liability for satisfying the provisions of
the Sub-Advisory Agreement in the event that ▇▇▇ fails to comply with the
terms thereof.
5. The transfer contemplated by this Agreement shall be effective on the 31st
day of December 2005.
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IN WITNESS WHEREOF, each of the parties have entered into this Agreement as
of the 31st day of December 2005.
▇▇▇▇ ▇▇▇▇▇▇▇ ADVISERS, LLC
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
SOVEREIGN ASSET MANAGEMENT LLC
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President and Chief
Operating Officer
▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT
MANAGEMENT SERVICES, LLC
By: ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
(U.S.A.), its Managing Member
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Chief Financial
Officer, ▇▇▇▇ ▇▇▇▇▇▇▇ Funds
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