▇▇▇▇ ▇▇▇▇▇▇▇ FUNDS II
SUBADVISORY AGREEMENT
AGREEMENT made this 17th day of October, 2005, between ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management Services, LLC, a Delaware limited liability company (the
"Adviser"), and Fund Asset Management, L.P., a Delaware limited partnership (the
"Subadviser"). In consideration of the mutual covenants contained herein, the
parties agree as follows:
1. APPOINTMENT OF SUBADVISER
The Subadviser undertakes to act as investment subadviser to, and, subject
to the supervision of the Trustees of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II (the "Funds II
Trust") and the terms of this Agreement, to manage the investment and
reinvestment of the assets of the Portfolios specified in Appendix A to this
Agreement as it shall be amended by the Adviser and the Subadviser from time to
time (the "Portfolios"). The Subadviser will be an independent contractor and
will have no authority to act for or represent the Funds II Trust or Adviser in
any way except as expressly authorized in this Agreement or another writing by
the Funds II Trust and Adviser.
2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE FUNDS II TRUST
a. Subject always to the direction and control of the Trustees of the Funds II
Trust, the Subadviser will manage the investments and determine the
composition of the assets of the Portfolios in accordance with the
Portfolios' registration statement, as amended. In fulfilling its
obligations to manage the investments and reinvestments of the assets of
the Portfolios, the Subadviser will:
i. obtain and evaluate pertinent economic, statistical, financial and other
information affecting the economy generally and individual companies or
industries the securities of which are included in the Portfolios or are
under consideration for inclusion in the Portfolios;
ii. formulate and implement a continuous investment program for each
Portfolio consistent with the investment objectives and related investment
policies for each such Portfolio as described in the Funds II Trust's
registration statement, as amended;
iii. take whatever steps are necessary to implement these investment
programs by the purchase and sale of securities including the placing of
orders for such purchases and sales;
iv. regularly report to the Trustees of the Funds II Trust with respect to
the implementation of these investment programs; and
v. provide assistance to the Funds II Trust's Custodian regarding the fair
value of securities held by the Portfolios for which market quotations are
not readily available.
b. The Subadviser, at its expense, will furnish (i) all necessary investment
and management facilities, including salaries of personnel required for it
to execute its duties faithfully, and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the investment affairs of the Portfolios (excluding
determination of net asset value and shareholder accounting services).
c. The Subadviser will select brokers and dealers, including affiliated
broker-dealers, to effect all transactions subject to the following
conditions: The Subadviser will place all necessary orders with brokers,
dealers, or issuers, and will negotiate brokerage commissions if
applicable. The Subadviser is directed at all times to seek to execute
brokerage transactions for the Portfolios in accordance with all applicable
"best execution" principles and such policies or practices as may be
established by the Trustees and described in the Funds II Trust's
registration statement as amended. The Subadviser may negotiate and pay a
broker-dealer which provides research and brokerage services a higher
spread or commission for a particular transaction than otherwise might have
been charged by another broker-dealer, if the Subadviser 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 Subadviser's
overall responsibilities with respect to accounts managed by the
Subadviser. The Subadviser may use for the benefit of the Subadviser's
other clients, or make available to companies affiliated with the
Subadviser or to its directors for the benefit of its clients, any such
brokerage and research services that the Subadviser obtains from brokers or
dealers.
d. On occasions when the Subadviser deems the purchase or sale of a security
to be in the best interest of the Portfolio as well as other clients of the
Subadviser, the Subadviser to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the
securities to be purchased or sold to attempt to obtain a more favorable
price or lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Subadviser in the
manner the Subadviser considers to be the most equitable and consistent
with its fiduciary obligations to the Portfolio and to its other clients.
e. The Subadviser will maintain all accounts, books and records with respect
to the Portfolios as are required of an investment adviser of a registered
investment company pursuant to the Investment Company Act of 1940 (the
"Investment Company Act") and Investment Advisers Act of 1940 (the
"Investment Advisers Act") and the rules thereunder.
f. The Subadviser shall vote proxies relating to the Portfolio's investment
securities in accordance with the Trust's proxy voting policies and
procedures, which shall be in conformance with Rule 206(4)-6 under the
Investment Advisers Act. The Subadviser shall review its proxy voting
activities on a periodic basis with the Trustees.
3. COMPENSATION OF SUBADVISER
The Adviser will pay the Subadviser with respect to each Portfolio the
compensation specified in Appendix A to this Agreement.
2
4. LIABILITY OF SUBADVISER
Neither the Subadviser nor any of its directors, officers or employees
shall be liable to the Adviser, its officers, directors, agents, employees,
controlling persons or shareholders; or to the Funds II Trust or any shareholder
of the Funds II Trust, for any act or omission in the course of, or in
connection with, rendering services hereunder, including without limitation, any
error of judgment or mistake of law or for any loss suffered by the Adviser or
Funds II Trust in connection with the matters to which this Agreement relates
except for losses resulting from willful misfeasance, bad faith or gross
negligence in the performance of, or from the reckless disregard of, the duties
of the Subadviser or any of its directors, officers, partners, agents,
employees, controlling persons, shareholders, and any other person or entity
affiliated with the Subadviser.
5. CONFLICTS OF INTEREST
It is understood that trustees, officers, agents and shareholders of the
Funds II Trust are or may be interested in the Subadviser as trustees, officers,
partners or otherwise; that employees, agents and partners of the Subadviser are
or may be interested in the Funds II Trust as trustees, officers, shareholders
or otherwise; that the Subadviser may be interested in the Funds II Trust; and
that the existence of any such dual interest shall not affect the validity
hereof or of any transactions hereunder except as otherwise provided in the
Agreement and Declaration of Trust of the Funds II Trust and the limited
partnership agreement of the Subadviser, respectively, or by specific provision
of applicable law.
6. REGULATION
The Subadviser shall submit to all regulatory and administrative bodies
having jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
7. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective with respect to each Portfolio on the
later of (i) its execution and (ii) the date of the meeting of the Board of
Trustees of the Funds II Trust, at which meeting this Agreement is approved as
described below. The Agreement will continue in effect for a period more than
two years from the date of its execution only so long as such continuance is
specifically approved at least annually either by the Trustees of the Funds II
Trust or by a majority of the outstanding voting securities of each of the
Portfolios, provided that in either event such continuance shall also be
approved by the vote of a majority of the Trustees of the Funds II Trust who are
not interested persons (as defined in the Investment Company Act) of any party
to this Agreement cast in person at a meeting called for the purpose of voting
on such approval. Any required shareholder approval of the Agreement or of any
continuance of the Agreement shall be effective with respect to any Portfolio if
a majority of the outstanding voting securities of the series (as defined in
Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio
votes to approve the Agreement or its continuance, notwithstanding that the
Agreement or its continuance may not have been approved by a majority of the
outstanding voting securities of (a) any other Portfolio affected by the
Agreement or (b) all the portfolios of the Funds II Trust.
3
If any required shareholder approval of this Agreement or any continuance
of the Agreement is not obtained, the Subadviser will continue to act as
investment subadviser with respect to such Portfolio pending the required
approval of the Agreement or its continuance or of a new contract with the
Subadviser or a different adviser or subadviser or other definitive action;
provided, that the compensation received by the Subadviser in respect of such
Portfolio during such period is in compliance with Rule 15a-4 under the
Investment Company Act.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Trustees of the Funds II Trust or, with respect to any
Portfolio, by the vote of a majority of the outstanding voting securities of
such Portfolio, on sixty days' written notice to the Adviser and the Subadviser,
or by the Adviser or Subadviser on sixty days' written notice to the Funds II
Trust and the other party. This Agreement will automatically terminate, without
the payment of any penalty, in the event of its assignment (as defined in the
Investment Company Act) or in the event the Advisory Agreement between the
Adviser and the Funds II Trust terminates for any reason.
8. PROVISION OF CERTAIN INFORMATION BY SUBADVISER
The Subadviser will promptly notify the Adviser in writing of the
occurrence of any of the following events:
a. the Subadviser fails to be registered as an investment adviser under the
Investment Advisers Act or under the laws of any jurisdiction in which the
Subadviser is required to be registered as an investment adviser in order
to perform its obligations under this Agreement;
b. the Subadviser is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any
court, public board or body, involving the affairs of the Funds II Trust;
and
c. ny change in actual control or management of the Subadviser of any
Portfolio.
d. The Subadviser shall have no power, authority, responsibility, or
obligation hereunder to take any action with regard to any claim or
potential claim in any bankruptcy proceedings, class action securities
litigation, or other litigation or proceeding affecting securities held at
any time in the Fund, including, without limitation, to file proofs of
claim or other documents related to such proceedings (the "Litigation"), or
to investigate, initiate, supervise, or monitor the Litigation involving
Fund assets, and the Adviser acknowledges and agrees that no such power,
authority, responsibility or obligation is delegated hereunder.
Nevertheless, the Subadviser agrees that it shall promptly provide the
Adviser with any and all documentation or information relating to the
Litigation as may be received by the Subadviser or reasonably be requested
by the Adviser.
9. SERVICES TO OTHER CLIENTS
The Adviser understands, and has advised the Funds II Trust's Board of
Trustees, that the Subadviser now acts, or may in the future act, as an
investment adviser to fiduciary and other managed accounts and as investment
adviser or subadviser to other investment companies. Further, the Adviser
understands, and has advised the Funds II Trust's Board of Trustees that the
Subadviser and its affiliates may give advice and take action for its accounts,
including investment companies, which differs from advice given on the timing or
4
nature of action taken for the Portfolio. The Subadviser is not obligated to
initiate transactions for a Portfolio in any security which the Subadviser, its
partners, affiliates or employees may purchase or sell for their own accounts or
other clients.
10. CONSULTATIONS WITH OTHER SUBADVISERS
The Subadviser is prohibited from consulting with the entities listed
below, each as the Adviser may notify Subadviser from time to time, concerning
transactions for a Portfolio in securities or other assets:
other subadvisers to a Portfolio;
other subadvisers to a Funds II Trust portfolio; and
other subadvisers to a portfolio under common control with the Portfolio.
11. AMENDMENTS TO THE AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by the vote of a majority of the Trustees of the Funds II
Trust and by the vote of a majority of the Trustees of the Funds II Trust who
are not interested persons of any party to this Agreement cast in person at a
meeting called for the purpose of voting on such approval. Any required
shareholder approval shall be effective with respect to any Portfolio if a
majority of the outstanding voting securities of that Portfolio vote to approve
the amendment, notwithstanding that the amendment may not have been approved by
a majority of the outstanding voting securities of (a) any other Portfolio
affected by the amendment or (b) all the portfolios of the Funds II Trust.
12. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties regarding the Funds II Trust.
13. HEADINGS
The headings in the sections of this Agreement are inserted for convenience
of reference only and shall not constitute a part hereof.
14. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of the Funds II Trust or
applicable party in person or by registered mail or a private mail or delivery
service providing the sender with notice of receipt. Notice shall be deemed
given on the date delivered or mailed in accordance with this paragraph.
5
15. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void in
law or in equity, the Agreement shall be construed, insofar as is possible, as
if such portion had never been contained herein.
16. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of The Commonwealth of Massachusetts, or any of the
applicable provisions of the Investment Company Act. To the extent that the laws
of The Commonwealth of Massachusetts, or any of the provisions in this
Agreement, conflict with applicable provisions of the Investment Company Act,
the latter shall control.
17. LIMITATION OF LIABILITY
The Agreement and Declaration of Trust, a copy of which, together with all
amendments thereto (the "Declaration"), is on file in the office of the
Secretary of The Commonwealth of Massachusetts, provides that the name "▇▇▇▇
▇▇▇▇▇▇▇ Funds II" refers to the Trustees under the Declaration collectively as
Trustees, but not as individuals or personally; and no Trustee, shareholder,
officer, employee or agent of the Funds II Trust shall be held to any personal
liability, nor shall resort be had to their private property, for the
satisfaction of any obligation or claim, in connection with the affairs of the
Funds II Trust or any portfolio thereof, but only the assets belonging to the
Funds II Trust, or to the particular Portfolio with respect to which such
obligation or claim arose, shall be liable.
18. REFERENCE TO SUBADVISER
Neither the Funds II Trust nor the Adviser or any affiliate or agent
thereof shall make reference to or use the name or logo of the Subadviser or any
of its affiliates in any advertising or promotional materials without the
Subadviser's prior written approval. The parties agree that the names "▇▇▇▇▇▇▇
▇▇▇▇▇" and "Mercury" are the names of the Subadviser's affiliates within ▇▇▇▇▇▇▇
▇▇▇▇▇ & Co. Inc., and any derivative or logo or trademark or service ▇▇▇▇ or
trade name (including, but not limited to, depictions of bulls) are the valuable
property of the Subadviser and its affiliates, and may not be used by the
Adviser without the Subadviser's prior written approval, which approval shall
not be unreasonably withheld. Neither the Subadviser or any affiliate or agent
thereof shall make reference to or use the name or logo of the Adviser or any of
its affiliates in any advertising or promotional materials without the Adviser's
prior written approval. The parties agree that the names "▇▇▇▇ ▇▇▇▇▇▇▇" and
"Manulife Financial" are the names of the Adviser's affiliates and any
derivative or logo or trademark or service ▇▇▇▇ or trade name are the valuable
property of the Adviser and its affiliates, and may not be used by the
Subadviser without the Adviser's prior written approval, which approval shall
not be unreasonably withheld.
19. CONFIDENTIALITY OF FUNDS II TRUST PORTFOLIO HOLDINGS
The Subadviser agrees to treat Funds II Trust portfolio holdings as
confidential information in accordance with the Funds II Trust's "Policy
Regarding Disclosure of Portfolio Holdings," attached hereto as Appendix B, as
6
such policy may be amended and provided to Subadviser from time to time, and to
prohibit its employees from trading on any such confidential information.
20. COMPLIANCE
Upon execution of this Agreement, the Subadviser shall provide the Adviser
with the Subadviser's written policies and procedures ("Compliance Policies") as
required by Rule 206(4)-7 under the Investment Advisers Act. Throughout the term
of this Agreement, the Subadviser shall promptly submit to the Adviser: (i) any
material changes to the Compliance Policies, (ii) notification of the
commencement of a regulatory examination of the Subadviser and a description of
the results of any such examination and of any periodic testing of the
Compliance Policies, and (iii) notification of any material compliance matter
that relates to the services provided by the Subadviser to the Trust including
but not limited to any material violation of the Compliance Policies or of the
Subadviser's code of ethics and/or related code. Throughout the term of this
Agreement, the Subadviser shall provide the Adviser with any certifications,
information and access to personnel and resources (including those resources
that will permit testing of the Compliance Policies by the Adviser) that the
Adviser may reasonably request to enable the Trust to comply with Rule 38a-1
under the Investment Company Act.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT
SERVICES, LLC
By: ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company (U.S.A.),
Managing Member
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
Chairman
FUND ASSET MANAGEMENT, L.P.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
8
APPENDIX A
The Subadviser shall serve as investment subadviser for each Portfolio of
the Funds II 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"):
Between
$300 million
and Excess Over
First $500 million $500 million
$300 million of Aggregate of Aggregate of Aggregate
Portfolio Net Assets* Net Assets* Net Assets*
Large Cap Value Fund
*The term Aggregate Net Assets includes the net assets of a Portfolio of the
Funds II 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 Funds II Trust are determined as of the close of
business on the previous business day of the Funds II 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.
Funds II Trust Portfolio(s) Other Portfolio(s)
Large Cap Value Fund -- Large Cap Value Trust, a series of ▇▇▇▇
▇▇▇▇▇▇▇ 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 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 by wire transfer, 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.
▇-▇
▇▇▇▇▇▇▇▇ ▇
POLICY REGARDING DISCLOSURE OF PORTFOLIO HOLDINGS
Effective ___________ , 2005
It is the policy of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II (the "Trust") to provide
Nonpublic Information regarding Trust portfolio holdings to Nonaffiliated
Persons of the Trust only in the limited circumstances noted below. It is also
the policy of the Trust only to provide Nonpublic Information regarding
portfolio holdings to any person, including Affiliated Persons, on a "need to
know" basis (i.e., the person receiving the information must have a legitimate
business purpose for obtaining the information prior to it being publicly
available). The Trust considers Nonpublic Information regarding Trust portfolio
holdings to be confidential and the intent of this policy is to guard against
selective disclosure of such information in a manner that would not be in the
best interests of Trust shareholders.
Nonpublic Information. Portfolio holdings are considered Nonpublic Information
until such holdings are posted on a publicly available website which is
disclosed in the Trust prospectus or until filed with the SEC via ▇▇▇▇▇ on
either Form N-CSR or Form N-Q.
"Affiliated Persons" are persons affiliated with: (a) the Trust, (b) the Trust's
investment adviser or principal underwriter or any affiliate of either entity,
(c) the investment adviser's ultimate parent, Manulife Financial Corporation
("MFC") or any affiliate thereof, (d) in the case of a particular Trust
portfolio, the subadviser to the portfolio, or any affiliate of the subadviser,
(e) the Trust's custodian and (f) the Trust's certified public accountants.
"Nonaffiliated Persons" is any person who is not an Affiliated Person.
Disclosure of Portfolio Holdings to Nonaffiliated Persons
Subject to the pre-approval of the Trust's Chief Compliance Officer, the
Trust or its adviser or principal underwriter or any of its subadvisers (or any
of their affiliates) may provide Nonpublic Information regarding Trust portfolio
holdings to Nonaffiliated Persons in the circumstances listed below.
1. Rating Organizations
Nonpublic Information regarding Trust portfolio holdings may be provided to
ratings organizations, such as Morningstar and Lipper, for the purpose of
reviewing the portfolio, the adviser or subadviser if such entity agrees to keep
such information confidential and to prohibit its employees from trading on such
information.
2. Vestek (▇▇▇▇▇▇▇▇ Financial)
Nonpublic Information regarding Trust portfolio holdings may be provided to
Vestek (▇▇▇▇▇▇▇▇ Financial) or other entities for the purpose of compiling
reports and preparing data for use by the Trust or any Affiliated Person if such
entity agrees to keep such information confidential and to prohibit its
employees from trading on such information.
B-1
3. Proxy Voting Services
Nonpublic Information regarding Trust portfolio holdings may be provided to
proxy voting services for the purpose of voting proxies relating to Trust
portfolio holdings if such entity agrees to keep such information confidential
and to prohibit its employees from trading on such information.
4. Computer Software
Nonpublic Information regarding Trust portfolio holdings may be provided to
entities providing computer software to the Trust (for example, for the purpose
of generating Trust compliance reports or reports relating to proxy voting) if
such entity agrees to keep such information confidential and to prohibit its
employees from trading on such information.
5. Courts and Regulators
Nonpublic Information regarding Trust portfolio holdings may be provided to
any court or regulator with jurisdiction over the Trust, the Trust's adviser or
principal underwriter, MFC or any subadviser to a Trust portfolio (or any of
their affiliates) if such information is requested by such court or regulator.
6. Other Persons
Nonpublic Information regarding Trust portfolio holdings may be provided to
other persons or entities if approved by the Chief Compliance Officer of the
Trust or his or her designee (collectively, the "CCO"). In determining whether
to approve such disclosure the CCO shall consider: (a) the purpose of providing
such information, (b) the procedures that will be used to ensure that such
information remains confidential and is not traded upon and (c) whether such
disclosure is in the best interest of the shareholders of the Trust. In the case
of a conflict between (a) the interests of the shareholders of the Trust, on the
one hand, and (b) the interests of any affiliated person of the Trust, the
Trust's investment adviser (including any subadviser), the Trust's principal
underwriter or any of their affiliated persons, on the other, the procedures set
forth under "Resolution of Conflicts of Interest" below shall be followed.
The CCO shall report to the Board of Trustees whenever additional
disclosures of portfolio holdings are approved. This report shall be at the
board meeting following such approval.
Disclosure of Portfolio Holdings to Affiliated Persons
The CCO must pre-approve the provision of any Nonpublic Information
regarding portfolio holdings to any Affiliated Persons (other than those listed
in Appendix A) and report such approval to the Board of Trustees at the board
meeting following such approval. The persons listed in Appendix A have been
exempt from such pre-approval. In the case of persons listed in Section II, III
and IV of Appendix A, their employers shall provide the CCO reasonable
assurances that Nonpublic Information will be kept confidential and that such
employees are prohibited from trading on such information.
B-2
In determining whether to approve such disclosure of Nonpublic Information
regarding portfolio holdings to any Affiliated Persons the CCO shall consider:
(a) the purpose of providing such information, (b) the procedures that will be
used to ensure that such information remains confidential and is not traded upon
and (c) whether such disclosure is in the best interest of the shareholders of
the Trust. In the case of a conflict between (a) the interests of the
shareholders of the Trust, on the one hand, and (b) the interests of any
affiliated person of the Trust, the Trust's investment adviser (including any
subadviser), the Trust's principal underwriter or any of their affiliated
persons, on the other, the procedures set forth under "Resolution of Conflicts
of Interest" below shall be followed.
Resolution of Conflicts of Interest
If the Trust or its adviser or principal underwriter or any of its
subadviser (or any of their affiliates) desire to provide Nonpublic Information
regarding Trust portfolio holdings to a Nonaffiliated Person and the CCO
believes there is a potential conflict between (a) the interests of the
shareholders of the Trust, on the one hand, and (b) the interests of any
affiliated person of the Trust, the Trust's investment adviser (including any
subadviser), the Trust's principal underwriter or any of their affiliated
persons, on the other, the CCO shall refer the conflict to the Board of Trustees
of the Trust who shall only permit such disclosure of the Nonpublic Information
if in their reasonable business judgment they conclude such disclosure will be
in the best interests of Trust shareholders.
Posting of Trust Portfolio Holdings on a Website
If the Trust desires to post on its website Trust portfolio holdings that
have not yet been disclosed in a publicly available filing with the SEC that is
required to include such information (e.g., a Form N-CSR or a Form N-Q), then
the Trust shall disclose the following in its prospectus:
1. the nature of the information that will be available, including both the
date as of which the information will be current (e.g. quarter-end) and the
scope of the information (e.g., complete portfolio holdings, the
portfolio's largest 10 holdings);
2. the date when the information will first become available and the period
for which the information will remain available, which shall end no earlier
than the date on which the Trust files its Form N-CSR or Form N-Q with the
SEC for the period that includes the date as of which the website
information is current; and
3. the location of the website where either the information or a prominent
hyperlink (or series of prominent hyperlinks) to the information will be
available.
Changes to Policy
Any material changes to this policy must be approved by the Trust's Board
of Trustees.
B-3
Reports to the Trust's Board of Trustees
The CCO shall report any material issues that may arise under this policy
to the Trust's Board of Trustees no later than the Board meeting following the
arising of the issue.
Applicability of Policy to the Trust's Adviser and Subadvisers
This policy shall apply to the Trust's Adviser and each of its subadvisers.
Appendix A
a. Employees* of The Manufacturers Life Insurance Company (U.S.A.) or The
Manufacturers Life Insurance Company of New York who are subject to the
Code of Ethics of the Trust, the Trust's investment adviser, Manufacturers
Securities Services LLC or the Trust's principal underwriter, Manulife
Financial Securities LLC.
b. Employees* of a Subadviser or any Affiliate of a Subadviser who provide
services to the Trust.
c. Employees* of the Trust's custodian who provide services to the Trust.
d. Employees* and partners of the Trust's certified public accounting firm who
provide services to the Trust.
*Includes temporary employees
B-4