Amended and Restated Expense Limitation Agreement and Voluntary Expense Limitati

EX-99.(H)(7) 2 d817375dex99h7.htm AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT AND VOLUNTARY EXPENSE LIMITATI Amended and Restated Expense Limitation Agreement and Voluntary Expense Limitati


John Hancock Investment Management LLC
200 Berkeley Street Boston, MA 02116

December 14, 2023

To the Trustees of:

John Hancock Funds II

200 Berkeley Street

Boston, MA 02116

Re: Amended and Restated Expense Limitation Agreement and Voluntary Expense Limitation Notice

With reference to the Advisory Agreement approved by the Board or entered into by and between John Hancock Investment Management LLC (the “Adviser”) and John Hancock Funds II (the “Trust”), as amended, on behalf of each series of the Trust (each, a “Fund” and collectively, the “Funds”), we hereby notify you as follows:

1. The Adviser agrees to waive its management fee for each Fund or, to the extent necessary, bear other expenses, as set forth in the Appendices attached hereto. As noted in the Appendices, certain waivers are voluntary and may be terminated at any time by the Adviser upon notice to the Trust.

2. We understand and intend that the Trust will rely on this undertaking in overseeing the preparation and filing of Post-effective Amendments to the Registration Statement on Form N-1A for the Trust and the Funds with the Securities and Exchange Commission, in accruing each Fund’s expenses for purposes of calculating its net and gross asset value per share, and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and we expressly permit the Trust so to rely.

Very truly yours,


JOHN HANCOCK INVESTMENT MANAGEMENT LLC		ACCEPTED BY:
		JOHN HANCOCK FUNDS II

By:	/s/ Jeffrey H. Long	By:	/s/ Charles A. Rizzo
	Name: Jeffrey H. Long		Name: Charles A. Rizzo
	Title: Chief Financial Officer		Title: Chief Financial Officer

A copy of the document establishing the Trust is filed with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed by the officer in his capacity as such and not as an individual and is not binding upon any of the Trustees, officers or shareholders of the Trust individually but only upon the assets of the Funds.

APPENDIX A

Fund Level Contractual Expense Limitations

The Adviser contractually agrees to reduce its management fee for each Fund listed below, or if necessary make payment to the Fund, in an amount equal to the amount by which the “Other Expenses” of the Fund exceed the percentage of average daily net assets (on an annualized basis) of the Fund set forth below. “Other Expenses” means the expenses of the Fund, excluding (a) advisory fees, (b) taxes, (c) brokerage commissions, (d) interest expense, (e) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business, (f) class specific expenses, (g) underlying fund expenses (“acquired fund fees”), and (h) short dividend expense.

The current expense limitation agreement expires on the date specified, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.


Fund	Limit on Fund Level Expenses			Expiration Date of Expense Limit
Alternative Asset Allocation Fund		0.04	%	December 31, 2024
Multimanager Lifestyle Aggressive Portfolio		0.05	%	April 30, 2025¹
Multimanager Lifestyle Growth Portfolio		0.05	%	April 30, 2025¹
Multimanager Lifestyle Balanced Portfolio		0.05	%	April 30, 2025¹
Multimanager Lifestyle Moderate Portfolio		0.05	%	April 30, 2025¹
Multimanager Lifestyle Conservative Portfolio		0.05	%	April 30, 2025¹
Lifestyle Blend Aggressive Portfolio)		0.05	%	December 31, 2024
Lifestyle Blend Growth Portfolio		0.05	%	December 31, 2024
Lifestyle Blend Balanced Portfolio		0.05	%	December 31, 2024
Lifestyle Blend Moderate Portfolio		0.05	%	December 31, 2024
Lifestyle Blend Conservative Portfolio		0.05	%	December 31, 2024

At the December 12-14, 2023 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the renewal of the contractual limit on fund level expenses for the funds set forth above at the levels set forth above (0.05%), with an expiration date of April 30, 2025, effective upon the current expiration date of April 30, 2024.

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APPENDIX B

Fund Level Contractual Expense Waiver

For each Fund listed below, the Adviser contractually agrees to waive its advisory fees and/or reimburse certain Expenses including underlying fund expenses (“Acquired fund fees”) to reduce the total annual fund operating expenses by the amounts set forth in the table below as a percentage of average daily net assets of the Fund.

The current expense waiver agreement expires on the date specified, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.


Fund	Waiver	Expiration Date of Expense Limit
N/A

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APPENDIX C

Fund Level Contractual Limitation on Fund Level Expenses

For purposes of this Appendix:

The Adviser contractually agrees to reduce its management fee for the Fund or, if necessary, make payment to the Fund, in an amount equal to the amount by which the “Expenses” of the Fund exceed the percentage of average daily net assets (on an annualized basis) of the Fund as set forth in the table below. “Expenses” means all the expenses of the Fund, excluding (a) taxes, (b) brokerage commissions, (c) interest expense, (d) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business, (e) Rule 12b-1 fees, (f) transfer agent fees and service fees, (g) shareholder servicing fees, (h) borrowing costs, (i) prime brokerage fees, (j) acquired fund fees and expenses paid indirectly, and (k) short dividend expense.

“Expense Limit” means the percentage of a Fund’s average daily net assets (on an annualized basis) set forth below.


Fund	Limit on Fund Level Expenses			Expiration Date of Expense Limit
Emerging Markets Debt Fund		0.78	%		December 31, 2024
Opportunistic Fixed Income Fund		0.80	%		December 31, 2024
Global Equity Fund		0.89	%		December 31, 2024
Multi-Asset High Income Fund		0.52	%		December 31, 2024
Floating Rate Income Fund		0.66	%		December 31, 2024
Fundamental All Cap Core Fund		0.71	%		December 31, 2024
Small Cap Value Fund		0.97	%		December 31, 2024

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APPENDIX D

Fund Level Target Date Portfolio Contractual Limitation on Fund Level Expenses

For purposes of this Appendix:

The Adviser contractually agrees to reduce its management fee for the Fund or, if necessary, make payment to the Fund, in an amount equal to the amount by which certain “Expenses,” including underlying fund expenses (“acquired fund fees”), exceed the percentage of average daily net assets (on an annualized basis) of the Fund as set forth in the table below. “Expenses” includes acquired fund fees and all Fund expenses other than (a) taxes, (b) brokerage commissions, (c) interest expense, (d) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business, (e) Rule 12b-1 fees, (f) transfer agent fees and service fees, (g) shareholder servicing fees, (h) borrowing costs, (i) prime brokerage fees, and (j) short dividend expense.


Fund	Limit on Fund Level Expenses			Expiration Date of Expense Limit
2010 Lifetime Blend Portfolio		0.36	%		December 31, 2024
2015 Lifetime Blend Portfolio		0.36	%		December 31, 2024
2020 Lifetime Blend Portfolio		0.35	%		December 31, 2024
2025 Lifetime Blend Portfolio		0.34	%		December 31, 2024
2030 Lifetime Blend Portfolio		0.32	%		December 31, 2024
2035 Lifetime Blend Portfolio		0.31	%		December 31, 2024
2040 Lifetime Blend Portfolio		0.31	%		December 31, 2024
2045 Lifetime Blend Portfolio		0.31	%		December 31, 2024
2050 Lifetime Blend Portfolio		0.31	%		December 31, 2024
2055 Lifetime Blend Portfolio		0.31	%		December 31, 2024
2060 Lifetime Blend Portfolio		0.31	%		December 31, 2024
2065 Lifetime Blend Portfolio		0.31	%		December 31, 2024
Multimanager 2010 Lifetime Portfolio		0.50	%		December 31, 2024
Multimanager 2015 Lifetime Portfolio		0.52	%		December 31, 2024
Multimanager 2020 Lifetime Portfolio		0.54	%		December 31, 2024
Multimanager 2025 Lifetime Portfolio		0.56	%		December 31, 2024
Multimanager 2030 Lifetime Portfolio		0.57	%		December 31, 2024
Multimanager 2035 Lifetime Portfolio		0.59	%		December 31, 2024
Multimanager 2040 Lifetime Portfolio		0.58	%		December 31, 2024
Multimanager 2045 Lifetime Portfolio		0.58	%		December 31, 2024
Multimanager 2050 Lifetime Portfolio		0.60	%		December 31, 2024
Multimanager 2055 Lifetime Portfolio		0.59	%		December 31, 2024
Multimanager 2060 Lifetime Portfolio		0.58	%		December 31, 2024
Multimanager 2065 Lifetime Portfolio		0.58	%		December 31, 2024

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APPENDIX E

Class Specific Contractual Expense Limitations

For each Fund listed in the table below, the Adviser contractually agrees to waive and/or reimburse all class specific expenses for the share classes of the Fund listed in the table below, including Rule 12b-1 fees, transfer agency fees and service fees, shareholder servicing fees, and other class specific expenses (“Class Level Expenses”), to the extent they exceed the amount of average daily net assets (on an annualized basis) attributable to the class set forth in the table (the “Class Expense Waiver”).

For purposes of implementing any total fund operating expense limitations set forth in the tables in Appendix F in addition to a Class Expense Waiver for the same share class, the Class Expense Waiver will be applied first and if following the application of the Class Expense Waiver to the extent that “Expenses” of the share class (as described in Appendix F) exceed the percentage of average daily net assets (on an annualized basis) attributable to the class as set forth in the table in Appendix F (the “Class Level Contractual Total Operating Expense Limitation”), the Adviser contractually agrees to reduce its management fee or, if necessary, make payment to the class in an amount equal to the amount by which “Expenses” (as described in Appendix F) of the share class exceed the Class Level Contractual Total Operating Expense Limitation.

The current expense limitation agreements expire on the dates specified, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.


Fund	Class	Expiration Date of Expense Limit
N/A

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APPENDIX F

Class Specific Voluntary Expense Limitations

For each Fund listed in the table below, the Adviser voluntarily agrees to waive and/or reimburse all class specific expenses for the share classes of the Fund listed in the table below, including Rule 12b-1 fees, transfer agency fees and service fees, shareholder servicing fees, and other class specific expenses (“Class Level Expenses”), to the extent they exceed the amount of average daily net assets (on an annualized basis) attributable to the class set forth in the table (the “Class Voluntary Expense Waiver”).

For purposes of implementing any total fund operating expense limitations set forth in the tables in Appendix G in addition to a Class Voluntary Expense Waiver for the same share class, the Class Voluntary Expense Waiver will be applied first and if following the application of the Class Voluntary Expense Waiver to the extent that “Expenses” of the share class (as described in Appendix G) exceed the percentage of average daily net assets (on an annualized basis) attributable to the class as set forth in the table in Appendix G (the “Class Level Voluntary Total Operating Expense Limitation”), the Adviser agrees to reduce its management fee or, if necessary, make payment to the class in an amount equal to the amount by which “Expenses” (as described in Appendix G) of the share class exceed the Class Level Voluntary Total Operating Expense Limitation.

The Adviser may terminate these voluntary waivers at any time upon notice to the Trust.


Fund	Class	Effective Date of Expense Limit
N/A

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APPENDIX G

Class Level Contractual Total Operating Expense Limitations

For each Fund listed in the table below, the Adviser contractually agrees to reduce its management fee or, if necessary, make payment to each of the following share classes of the Fund in an amount equal to the amount by which “Expenses” of the share class exceed the percentage of average daily net assets (on an annualized basis) attributable to the class set forth in the table.

“Expenses” means all fund level and class specific operating expenses, excluding (a) taxes, (b) brokerage commissions, (c) interest expense, (d) underlying fund expenses (“acquired fund fees”), (e) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business and (f) short dividend expense. The current expense limitation agreements expire on the dates specified, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.

Fund

Class 1

Class A

Class C

Class I

Class R2

Class R4

Class R5

Class R6

Class NAV

Expiration
Date of
Expense
Limit

Blue Chip Growth Fund

N/A

1.14

1.89

N/A

December

31, 2024

Equity Income Fund

N/A

1.14

N/A

December

31, 2024

Floating Rate Income Fund

0.70

1.00

1.75

0.77

N/A

0.66

December

31, 2024

International Small Company Fund

N/A

1.39

N/A

December

31, 2024

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APPENDIX H

Voluntary Total Operating Expense Limitations

For each Fund listed in the table below, the Adviser voluntarily agrees to reduce its management fee or, if necessary, make payment to each of the following share classes of the Fund in an amount equal to the amount by which “Expenses” of the share class exceed the percentage of average daily net assets (on an annualized basis) attributable to the class set forth in the table.

“Expenses” means all fund level and class specific operating expenses, excluding (a) taxes, (b) brokerage commissions, (c) interest expense, (d) underlying fund expenses (“acquired fund fees”), (e) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business and (f) short dividend expense. The Adviser may terminate these voluntary waivers at any time upon notice to the Trust.

Fund

Class

NAV

Effective Date of
Expense Limit

N/A

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APPENDIX I

Fund Level Investment Management Fee Waivers

International Strategic Equity Allocation Fund

U.S. Sector Rotation Fund

The Adviser voluntarily agrees to waive its management fee for each Fund in an amount equal to the amount by which the management fee retained by the Adviser after payment of the subadvisory fees for the Fund exceeds 0.45% as a percentage of average daily net assets (on an annualized basis) of the Fund. The Adviser may terminate this voluntary waiver at any time upon notice to the Trust.

Strategic Income Opportunities Fund

The Adviser contractually agrees to reduce its management fee (after giving effect to asset-based breakpoints) by 0.04% as a percentage of average daily net assets of the Fund. The current expense limitation agreement expires on December 31, 2024, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.

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APPENDIX J

Class Only Contractual Expense Limitations

For each Fund listed in the table below, the Adviser contractually agrees to reduce its management fee or, if necessary, make payment to each of the following share classes of the Fund in an amount equal to the amount by which the “Expenses” of the share class exceed the percentage of average daily net assets (on an annualized basis) attributable to the class set forth in the table.

“Expenses” means all expenses attributable to a class of shares, excluding fund level expenses such as (a) advisory fees, (b) underlying fund expenses (“acquired fund fees”), (c) taxes, (d) brokerage commissions, (e) interest expense, (f) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business and (g) short dividend expense. The current expense limitation agreements expire on the dates specified, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.

Fund

Class A

Class R2

Class R4

Class R5

Class R6

Class I

Expiration Date of
Expense Limit

Multimanager Lifestyle Aggressive Portfolio

0.41

N/A

0.11

April 30, 2025¹

Multimanager Lifestyle Growth Portfolio

0.41

N/A

0.11

April 30, 2025¹

Multimanager Lifestyle Balanced Portfolio

0.41

N/A

0.11

April 30, 2025¹

Multimanager Lifestyle Moderate Portfolio

0.41

N/A

0.11

April 30, 2025¹

Multimanager Lifestyle Conservative Portfolio

0.41

N/A

0.11

April 30, 2025¹

At the December 12-14, 2023 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the contractual limit on fund level expenses for the Funds set forth above, with an expiration date of April 30, 2025, each effective upon the current expiration date of April 30, 2024.

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APPENDIX K

Voluntary Adviser Waiver Agreements

The following voluntary expense waivers will continue in effect until terminated at any time by the Adviser on notice to the Trust.

T. Rowe Price Subadvised Funds

The Adviser has voluntarily agreed to reduce the management fee for each of the following Funds subadvised by T. Rowe Price Associates, Inc. by the amount that the subadvisory fee is reduced for the Fund by T. Rowe Price Associates, Inc. pursuant to the Amended John Hancock Relationship Pricing Discount Letter between John Hancock Investment Management LLC and T. Rowe Price Associates, Inc. dated March 30, 2022.

Blue Chip Growth Fund

Capital Appreciation Value Fund

Equity Income Fund

Health Sciences Fund

Mid Value Fund

Science & Technology Fund

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APPENDIX L

Alternative Asset Allocation Expense Limitation Agreements

Alternative Asset Allocation Fund

The Adviser contractually agrees to reduce its advisory fee that would be payable by the Fund by 0.05% of the Fund’s average daily net assets up to $5 billion, and by 0.025% on average daily net assets of the Fund over $5 billion. This expense limitation agreement expires on December 31, 2024, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.

Alternative Asset Allocation Fund

The Adviser contractually agrees to waive its advisory fee for the Fund so that the aggregate advisory fee retained by the Adviser with respect to both the Fund and its underlying investments (after payment of subadvisory fees) does not exceed 0.55% of the Fund’s first $5 billion of average daily net assets and 0.525% of the Fund’s average daily net assets in excess of $5 billion. This expense limitation agreement expires on December 31, 2024, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.

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APPENDIX M

Voluntary Adviser Expense Limitation Agreements

Multimanager Lifestyle Portfolios

The Adviser voluntarily agrees to waive its advisory fee for each Lifestyle Portfolio (each a “Fund”) so that the aggregate advisory fee retained by the Adviser with respect to both the Fund and its underlying investments (after payment of subadvisory fees) does not exceed 0.50% of the Fund’s first $7.5 billion of average daily net assets and 0.49% of the Fund’s average daily net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time upon notice to the Trust.

Lifestyle Blend Portfolios

The Adviser voluntarily agrees to waive its advisory fee for each Lifestyle II Portfolio (each a “Fund”) so that the aggregate advisory fee retained by the Adviser with respect to both the Fund and its underlying investments (after payment of subadvisory fees) does not exceed 0.50% of the Fund’s first $7.5 billion of average daily net assets and 0.49% of the Fund’s average daily net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time upon notice to the Trust.

Multimanager Lifetime Portfolios

The Adviser voluntarily agrees to waive its advisory fee for each Retirement Living Portfolio (each a “Fund”) so that the aggregate advisory fee retained by the Adviser with respect to both the Fund and its underlying investments (after payment of subadvisory fees) does not exceed 0.51% of the Fund’s first $7.5 billion of average daily net assets and 0.50% of the Fund’s average daily net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time upon notice to the Trust.

Lifetime Blend Portfolios

The Adviser voluntarily agrees to waive its advisory fee for each Retirement Living II Portfolio (each a “Fund”) so that the aggregate advisory fee retained by the Adviser with respect to both the Fund and its underlying investments (after payment of subadvisory fees) does not exceed 0.51% of the Fund’s first $7.5 billion of average daily net assets and 0.50% of the Fund’s average daily net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time upon notice to the Trust.

Funds Listed in Attachment A

For each Fund listed in Attachment A, the Adviser voluntarily agrees to reduce its management fee, or if necessary make payment to the Fund, in an amount equal to the amount by which the “Expenses” of the Fund exceed the percentage of average daily net assets (on an annualized basis) of the Fund. “Expenses” means all the expenses of the Fund, excluding (a) taxes, (b) brokerage commissions, (c) interest expense, (d) litigation and

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indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business (e) advisory fees, (f) class specific expenses (g) underlying fund expenses (“acquired fund fees”) and (h) short dividend expense. This voluntary expense reimbursement will continue in effect until terminated at any time by the Adviser on notice to the Trust.

Attachment A


Fund Name	Cap %
JHF II Absolute Return Currency Fund		0.150	%
JHF II Blue Chip Growth Fund		0.200	%
JHF II Capital Appreciation Fund		0.200	%
JHF II Capital Appreciation Value Fund		0.200	%
JHF II Core Bond Fund		0.150	%
JHF II Emerging Markets Debt Fund		0.150	%
JHF II Emerging Markets Fund		0.250	%
JHF II Equity Income Fund		0.200	%
JHF II Floating Rate Income Fund		0.150	%
JHF II Fundamental Global Franchise Fund		0.250	%
JHF II Fundamental All Cap Core Fund		0.200	%
JHF II Multi-Asset Absolute Return Fund		0.200	%
JHF II Opportunistic Fixed Income Fund		0.150	%
JHF II Global Equity Fund		0.250	%
JHF II Health Sciences Fund		0.200	%
JHF II High Yield Fund		0.150	%
JHF II International Small Company Fund		0.250	%
JHF II International Strategic Equity Allocation Fund		0.250	%
JHF II Mid Value Fund		0.200	%
JHF II New Opportunities Fund		0.200	%
JHF II Real Estate Securities Fund		0.200	%
JHF II Science & Technology Fund		0.200	%
JHF II Small Cap Value Fund		0.200	%
JHF II Strategic Income Opportunities Fund		0.150	%
JHF II U.S. Sector Rotation Fund		0.200	%

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