EX-99.22(D)(34) 7 b58255jhexv99w22xdyx34y.txt FORM OF AMENDMENT TO SUBADVISORY AGREEMENT AMENDMENT TO SUBADVISORY AGREEMENT AMENDMENT made as of this ____ day of ____, 2005 to the Subadvisory Agreement dated January 28, 1999 (the "Agreement"), as amended, between John Hancock Investment Management Services, LLC, (formerly, Manufacturer's Securities Services, LLC) a Delaware limited partnership (the "Adviser"), and A I M Capital Management, Inc., (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Section 3 of the Agreement, "Compensation of Subadviser," is hereby amended: a. to add the compensation of the Small Company Growth Trust 2. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS The Subadviser agrees to treat Trust portfolio holdings as confidential information and employ safeguards to maintain the confidentiality of such information as the Subadviser uses to safeguard the confidentiality of its own confidential information. 3. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets: 1. other subadvisers to a Portfolio 2. other subadvisers to a Trust portfolio 3. other subadvisers to a portfolio under common control with the Portfolio 2. EFFECTIVE DATE This Amendment shall become effective upon the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust, and (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC By: John Hancock Life Insurance Company (U.S.A.), its managing member By: _____________________________________ AIM CAPITAL MANAGEMENT, INC. By: _______________________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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 stated as a percentage of current net assets as follows (the "Subadviser Fee"):
FIRST EXCESS OVER PORTFOLIO $250 MILLION $250MILLION* ------------------------------------------ ------------ ------------ Small Company Growth Trust................
*The Subadviser Fee for the Small Company Growth Trust will be .550% on all net assets when the aggregate net assets of the Small Company Growth Trust and the portion of the following other portfolios managed by the Subadviser (in each case only for the period during which the Subadviser also serves as the subadviser for such portion of the other portfolio) exceed $1 billion: the All Cap Growth Trust and Mid Cap Core Trust, each a series of the Trust, and the Small Company Growth Fund, All Cap Growth Fund and Mid Cap Core Fund, each a series of John Hancock Funds II.
BETWEEN BETWEEN BETWEEN FIRST $10 MILLION AND $50 MILLION AND $200 MILLION AND EXCESS OVER PORTFOLIO $10 MILLION $50 MILLION $200 MILLION $500 MILLION $500MILLION -------------------------------- ----------- --------------- --------------- ---------------- ----------- Mid Cap Core Trust.............
BETWEEN BETWEEN $50 MILLION $200 MILLION FIRST AND AND EXCESS OVER PORTFOLIO $50 MILLION $200 MILLION $500 MILLION $500 MILLION -------------------------------- ----------- ------------ ------------ ------------ All Cap Growth Trust............
For purposes of determining net assets or aggregate net assets, the net assets of each 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. 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 either by wire transfer or check, as directed by Subadviser. If, with respect to any Portfolio, this Agreement becomes effective or terminates, or the portfolios to be included for purposes of determining aggregate net assets 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. AMENDMENT TO SUBADVISORY AGREEMENT AMENDMENT made as of this ___ day of ____, 2005 to the Subadvisory Agreement dated May 1, 2004 (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited partnership (the "Adviser"), and American Century Investment Management, Inc., a Delaware corporation (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 2. EFFECTIVE DATE This Amendment shall become effective with respect to each portfolio on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC BY: JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), ITS MANAGING MEMBER By: _____________________________________ American Century Investment Management, Inc. by: _____________________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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 $250 MILLION BETWEEN FIRST $250 AND $500 $500 MILLION EXCESS OVER MILLION OF MILLION OF AND $1 BILLION $1 BILLION OF AGGREGATE AGGREGATE OF AGGREGATE AGGREGATE PORTFOLIO NET ASSETS* NET ASSETS* NET ASSETS* NET ASSETS* ------------------------------------------ ----------- ------------ -------------- ------------- Vista Trust...............................
FIRST $125 MILLION OF EXCESS OVER $125 MILLION AGGREGATE NET OF AGGREGATE NET PORTFOLIO ASSETS** ASSETS** ------------------------------------------ ------------- ------------------------ Small Company Trust.......................
* 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.
Trust Portfolio(s) Other Portfolio(s) ------------------- ------------------------------------ Vista Trust -- Vista Fund, a series of John Hancock Funds II Small Company Trust Small Company Fund, a series of John Hancock Funds II
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 the quotient of (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 either by wire transfer or check, 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. AMENDMENT TO SUBADVISORY AGREEMENT DAVIS SELECTED ADVISERS, L.P. AMENDMENT made as of this ___ day of _____ 2005 to the Subadvisory Agreement dated April 30, 2001 (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited partnership (the "Adviser"), and Davis Selected Advisers, L.P, a Colorado limited partnership (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 2. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets: 1. other subadvisers to a Portfolio 2. other subadvisers to a Trust portfolio 3. other subadvisers to a portfolio under common control with the Portfolio 3. EFFECTIVE DATE This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC BY: JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), ITS MANAGING MEMBER By: _____________________________ DAVIS SELECTED ADVISERS, L.P By: ___________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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 $50 MILLION FIRST $50 AND $500 EXCESS OVER MILLION OF MILLION OF $500 MILLION AGGREGATE AGGREGATE OF AGGREGATE PORTFOLIO NET ASSETS* NET ASSETS* NET ASSETS* Fundamental Value Trust............ Financial Services Trust..........
----------------- *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.
Trust Portfolio(s) Other Portfolio(s) ------------------------ ------------------------------------------ Fundamental Value Trust -- Fundamental Value Fund, a series of John Hancock Funds II Financial Services Trust Financial Services Fund, a series of John Hancock Funds II
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 either by wire transfer or check, 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. AMENDMENT TO SUBADVISORY AGREEMENT DECLARATION MANAGEMENT & RESEARCH LLC AMENDMENT made as of this ___ day of ____ 2005 to the Subadvisory Agreement dated April 29, 2005 (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited partnership (the "Adviser"), and Declaration Management & Research LLC, a Delaware limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 3. EFFECTIVE DATE This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC BY: JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), ITS MANAGING MEMBER By: _____________________________ DECLARATION MANAGEMENT & RESEARCH LLC By: ___________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below (portion of the net assets of the Portfolio as shall be assigned to the Subadviser by the Adviser from time to time in the case of the Active Bond Trust and the Managed Trust). 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"):
PORTFOLIO AGGREGATE NET ASSETS ----------------------------- -------------------- Bond Index Trust A........... Bond Index Trust B........... Active Bond Trust............ Managed Trust................
BETWEEN FIRST $100 $100 MILLION MILLION OF AND $250 EXCESS OVER AGGREGATE NET MILLION OF AGGREGATE $250 MILLION OF AGGREGATE PORTFOLIO ASSETS* NET ASSETS* NET ASSETS* ----------------------------------------- ------------- -------------------- ------------------------- Short-Term Bond Trust.....................
* The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust (portion of the net assets of the Portfolio as shall be assigned to the Subadviser by the Adviser from time to time in the case of the Active Bond Trust and the Managed 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.
Trust Portfolio(s) Other Portfolio(s) --------------------- --------------------------------- Short-Term Bond Trust -- Short-Term Bond Fund, a series of John Hancock Funds II
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 the quotient of (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 either by wire transfer or check, 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. AMENDMENT TO SUBADVISORY CONSULTING AGREEMENT DEUTSCHE ASSET MANAGEMENT, INC. AMENDMENT made as of this ___day of ____ 2005 to the Amended and Restated Subadvisory Agreement dated April 30, 2004 (the "Agreement") among John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited partnership (the "Adviser"), MFC Global Investment Management (U.S.A.) Limited, a Canadian Corporation (the "Subadviser") and Deutsche Asset Management, 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: a. to change the subadvisory consulting fee for the following portfolios: Lifestyle Aggressive 1000 Trust Lifestyle Growth 820 Trust Lifestyle Balanced 640 Trust Lifestyle Moderate 460 Trust Lifestyle Conservative 280 Trust 2. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS As required by Rule 17a-10 under the Investment Company Act of 1940, Deutsche is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets: 1. other subadvisers to a Portfolio 2. other subadvisers to a Trust portfolio 3. other subadvisers to a portfolio under common control with the Portfolio 3. EFFECTIVE DATE This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC BY: JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), ITS MANAGING MEMBER By: _____________________________ MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED By: ________________________________________ DEUTSCHE ASSET MANAGEMENT, INC. By: ___________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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 $1.5 BILLION FIRST $1.5 AND $7.5 EXCESS OVER BILLION OF BILLION OF $7.5 BILLION AGGREGATE NET AGGREGATE NET OF AGGREGATE PORTFOLIO ASSETS * ASSETS* NET ASSETS* ------------------------------------------ ------------- ------------- ------------ Lifestyle Aggressive 1000 Trust........... Lifestyle Growth 820 Trust................ Lifestyle Balanced 640 Trust.............. Lifestyle Moderate 460 Trust.............. Lifestyle Conservative 280 Trust..........
* 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.
Trust Portfolio(s) Other Portfolio(s) ------------------------------- ---------------------------------------- Lifestyle Aggressive 1000 Trust -- Lifestyle Growth 820 Trust Lifestyle Balanced 640 Trust Lifestyle Moderate 460 Trust Lifestyle Conservative 280 Trust, each a series of John Hancock Trust and Lifestyle Aggressive Trust Lifestyle Growth Trust Lifestyle Balanced Trust Lifestyle Moderate Trust Lifestyle Conservative Trust, each a series of John Hancock Funds II, are included. Lifestyle Growth 820 Trust Lifestyle Aggressive 1000 Trust Lifestyle Balanced 640 Trust Lifestyle Moderate 460 Trust Lifestyle Conservative 280 Trust, each a series of John Hancock Trust and Lifestyle Aggressive Trust Lifestyle Growth Trust Lifestyle Balanced Trust Lifestyle Moderate Trust Lifestyle Conservative Trust, each a series of John Hancock Funds II
Lifestyle Aggressive 1000 Trust Lifestyle Balanced 640 Trust Lifestyle Growth 820 Trust Lifestyle Moderate 460 Trust Lifestyle Conservative 280 Trust, each a series of John Hancock Trust and Lifestyle Aggressive Trust Lifestyle Growth Trust Lifestyle Balanced Trust Lifestyle Moderate Trust Lifestyle Conservative Trust, each a series of John Hancock Funds II Lifestyle Moderate 460 Trust Lifestyle Aggressive 1000 Trust Lifestyle Growth 820 Trust Lifestyle Balanced 640 Trust Lifestyle Conservative 280 Trust, each a series of John Hancock Trust and Lifestyle Aggressive Trust Lifestyle Growth Trust Lifestyle Balanced Trust Lifestyle Moderate Trust Lifestyle Conservative Trust, each a series of John Hancock Funds II Lifestyle Conservative 280 Trust Lifestyle Aggressive 1000 Trust Lifestyle Growth 820 Trust Lifestyle Balanced 640 Trust Lifestyle Moderate 460 Trust, each a series of John Hancock Trust and Lifestyle Aggressive Trust Lifestyle Growth Trust Lifestyle Balanced Trust Lifestyle Moderate Trust Lifestyle Conservative Trust, each a series of John Hancock Funds II
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 the quotient of (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 either by wire transfer or check, 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. AMENDMENT TO SUBADVISORY AGREEMENT DEUTSCHE ASSET MANAGEMENT, INC AMENDMENT made as of this ___ day of _____ 2005 to the Subadvisory Agreement dated November 23, 2005 (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited partnership (the "Adviser"), and Deutsche Asset Management, Inc., a Delaware Corporation (the "Subadviser"). 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 Subadviser," is hereby amended as noted below. 2. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets: 1. other subadvisers to a Portfolio 2. other subadvisers to a Trust portfolio 3. other subadvisers to a portfolio under common control with the Portfolio 3. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information. 4. EFFECTIVE DATE This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC BY: JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), ITS MANAGING MEMBER By: _____________________________ DEUTSCHE ASSET MANAGEMENT, INC By: ___________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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 $50 MILLION $200 BETWEEN $200 MILLION AND FIRST $50 MILLION OF MILLION OF AGGREGATE NET $500 MILLION OF AGGREGATE EXCESS OVER $500 MILLION PORTFOLIO AGGREGATE NET ASSETS* ASSETS* NET ASSETS* OF AGGREGATE NET ASSETS* ------------------------------- --------------------- ------------------------ ------------------------- ------------------------- Real Estate Securities Trust... Dynamic Growth Trust........... All Cap Core Trust.............
--------------- * 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.
Trust Portfolio(s) Other Portfolio(s) ---------------------------- ------------------------------------- Real Estate Securities Trust -- Real Estate Fund, a series of John Hancock Funds II Dynamic Growth Trust Dynamic Growth Fund, a series of John Hancock Funds II All Cap Core Trust All Cap Core Fund, a series of John Hancock Funds II
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 the quotient of (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 either by wire transfer or check, 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. AMENDMENT TO SUBADVISORY AGREEMENT FRANKLIN ADVISERS, INC. AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory Agreement dated February 1, 1999, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, "Manufacturers Securities Services, LLC"), a Delaware limited partnership (the "Adviser"), and Franklin Advisers, Inc. (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 2. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets: 1. other subadvisers to a Portfolio 2. other subadvisers to a Trust portfolio 3. other subadvisers to a portfolio under common control with the Portfolio 3. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information. 2. EFFECTIVE DATE This Amendment shall become effective with on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and, (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC By: John Hancock Life Insurance Company (U.S.A.), its managing member By: ___________________________ FRANKLIN ADVISERS, INC. by: _________________________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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 $50 MILLION AND $500 BETWEEN $500 MILLION AND $1 FIRST $50 MILLION OF MILLION OF AGGREGATE NET BILLION OF AGGREGATE NET EXCESS OVER $1 BILLION OF PORTFOLIO AGGREGATE NET ASSETS* ASSETS* ASSETS* AGGREGATE NET ASSETS Emerging Small Company Trust..
*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.
Trust Portfolio(s) Other Portfolio(s) ------------------ ------------------ Emerging Small Company Trust -- Emerging Small Company Fund, a series of John Hancock Funds II
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 the quotient of (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 either by wire transfer or check, 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. SUBADVISORY AGREEMENT AGREEMENT made this 29th day of July, 2005, between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and Grantham, Mayo, Van Otterloo & Co. LLC, a Massachusetts limited liability company (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 John Hancock Trust (the "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 Trust or Adviser in any way except as expressly authorized in this Agreement or another writing by the Trust and Adviser. 2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST a. Subject always to the direction and control of the Trustees of the 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, copies of which the Adviser will provide promptly to the Subadviser. 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 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 Trust with respect to the implementation of these investment programs; and v. provide assistance to the 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 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 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 such policies or practices as may be established by the Trustees and described in the Trust's registration statement as amended. The Subadviser may 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 all proxies received in connection with securities held by the Portfolios. The Adviser agrees and acknowledges that the Subadviser shall not be obligated to take any action with respect to any class action proceedings or other legal action concerning securities held by the Portfolios, except to forward to the Adviser in a timely fashion any notice of such an action that the Subadviser may receive. g. The Subadviser will provide such access to the Subadviser's chief compliance officer and such compliance-related information concerning the Subadviser's services to the Portfolios under this Agreement as may reasonably be requested by the chief compliance officer of the Adviser or of the Trust, as the case may be. 3. COMPENSATION OF SUBADVISER The Adviser will pay the Subadviser with respect to each Portfolio the compensation specified in Appendix A to this Agreement. 4. LIABILITY OF SUBADVISER Neither the Subadviser nor any of its directors, members, officers or employees shall be liable to the Adviser or the Trust for any error of judgment or mistake of law or for any loss suffered by the Adviser or 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. 5. CONFLICTS OF INTEREST It is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Subadviser as trustees, officers, partners, members or otherwise; that employees, agents and members of the Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that the Subadviser may be interested in the 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 Trust and the operating 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 2 This Agreement shall become effective with respect to each Portfolio upon its execution (the "Effective Date"). The Agreement will continue in effect with respect to each Portfolio for a period of five years from the Effective Date, subject to automatic earlier termination unless any continuance following the second anniversary of the Effective Date is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of such Portfolio, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the 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. The Agreement may continue in effect with respect to each Portfolio following the fifth anniversary of the Effective Date only so long as such continuance is approved in accordance with applicable law. 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 Trust. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the 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 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 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 Trust; and c. any change in actual control or management of the Subadviser, or any change in the person(s) primarily responsible for the day-to-day management of a Portfolio. 9. SERVICES TO OTHER CLIENTS The Adviser understands, and has advised the 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 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 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, members, affiliates or employees may purchase or sell for their own accounts or other clients. 10. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS In order to allow the Trust and the parties hereto to take advantage of the safe harbor under Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets: 1. other subadvisers to a Portfolio 3 2. other subadvisers to a Trust portfolio 3. 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 Trust and by the vote of a majority of the Trustees of the 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 Trust. 12. HEADINGS The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof. 13. NOTICES All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the 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. 14. 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. 15. 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. 16. LIMITATION OF LIABILITY The Agreement and Declaration of Trust dated September 28, 1988, 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 "John Hancock Trust" 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 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 Trust or any portfolio thereof, but only the assets belonging to the Trust, or to the particular Portfolio with respect to which such obligation or claim arose, shall be liable. 17. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time and as provided by the Adviser to the Subadviser, and to establish and maintain policies and procedures reasonably designed prohibit its employees from trading on any such confidential information. [Signature page follows] 4 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC by: John Hancock Life Insurance Company (U.S.A.), its Managing Member ________________________ Name: Title: GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC by: ________________________ Name: Title: Accepted and agreed to as of the date first mentioned above: JOHN HANCOCK TRUST, on behalf of the Portfolios ________________________ Name: Title 5 APPENDIX A The Subadviser shall serve as investment subadviser for the following Portfolios of the Trust. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement, the fee computed separately for each such Portfolio as indicated below. 1. For purposes of calculating the fee to be paid to the Subadviser under this Agreement: "Portfolio Assets" shall mean the net assets of a given Portfolio managed by the Subadviser for which the fee is being calculated; "Other Assets" shall mean, with respect to a Portfolio, the net assets of the portion of assets managed by the Subadviser of the Accounts listed below as corresponding to such Portfolio; "Combined Assets" shall mean the sum of Portfolio Assets and Other Assets; and "Daily Portfolio Net Assets" shall mean the net asset value of the Portfolio Assets as of the end of each day. "Daily Combined Net Assets" shall mean the net asset value of the Combined Assets as of the end of each day. 2. The Subadviser's fee shall be calculated and accrued daily based upon the Daily Portfolio Net Assets and the sum of the daily fee accruals shall be paid monthly in arrears (within 10 days of receipt by the Adviser of an invoice from the Subadviser). The fee accrued each calendar day shall be calculated by applying the Applicable Rate, as determined in accordance with Item 4 below, to the Daily Portfolio Net Assets, and dividing by 365 (366 in a leap year). 3. The following table shall be used to determine the Other Assets that correspond to each Portfolio:
NAME OF PORTFOLIO NAMES OF ACCOUNTS USED TO CALCULATE "OTHER ASSETS" -------------------------- --------------------------------------------------------------------------- Growth Opportunities Trust John Hancock Growth Opportunities Fund, a series of John Hancock Funds III; Growth Opportunities Fund, a series of John Hancock Funds II Intrinsic Value Trust John Hancock Intrinsic Value Fund, a series of John Hancock Funds III; Intrinsic Value Fund, a series of John Hancock Funds II U.S. Multi Sector Trust John Hancock U.S. Multi Sector Fund, a series of John Hancock Funds II; Growth Trust Growth Fund, a series of John Hancock Funds III Growth Fund, a series of John Hancock Funds II Managed Trust Growth & Income Trust, a series of John Hancock Trust; U.S. Core Fund, a series of John Hancock Funds III U.S. Core Fund, a series of John Hancock Funds II Growth & Income Trust U.S. Core Fund, a series of John Hancock Funds III; U.S. Core Fund, a series of John Hancock Funds II; that portion of the net assets of the Managed Trust, a series of John Hancock Trust, that is managed by the Subadviser International Growth Trust International Growth Fund, a series of John Hancock Funds III;
6 International Growth Fund, a series of John Hancock Funds II International Stock Trust International Core Fund, a series of John Hancock Funds II; International Core Fund, a series of John Hancock Funds III
7 4. The following fee schedule shall be used to determine the Applicable Rate used in calculating the fee to be paid to the Subadviser under this Agreement with respect to each Portfolio, in each case (unless otherwise noted) based on the Daily Combined Net Assets as indicated.
SECOND TRANCHE: THIRD TRANCHE: DAILY COMBINED DAILY COMBINED NET ASSETS IN NET ASSETS IN FOURTH TRANCHE: FIRST TRANCHE: EXCESS OF EXCESS OF DAILY COMBINED DAILY COMBINED NET $500,000,000 $1,000,000,000 NET ASSETS IN ASSETS AND UP TO AND UP TO EXCESS OF NAME OF PORTFOLIO UP TO $500,000,000 $1,000,000,000 $2,500,000,000 $2,500,000,000 ------------------- ------------------ --------------- -------------- --------------- Growth Opportunities Trust Intrinsic Value Trust U.S. Multi Sector Trust Growth Trust Managed Trust* Growth & Income Trust**
* Such portion of the assets of the Portfolio as shall be allocated to the Subadviser by the Adviser from time to time. ** Calculations set forth above for Growth & Income Trust are effective only upon approval of shareholders of an increase in the advisory fee at a meeting currently scheduled for October 17, 2005 (or any adjournment thereof). Prior to such approval, the Applicable Rate will be calculated solely on the basis of Daily Portfolio Net Assets, without regard to Other Assets or Combined Assets, as follows: 0.250% for the first $500 million of Daily Portfolio Net Assets; 0.200% for the Daily Portfolio Net Assets between $500 million and $1 billion; and 0.150% for all Daily Portfolio Net Assets over $1 billion.
FIRST TRANCHE: SECOND TRANCHE: THIRD TRANCHE: DAILY COMBINED NET DAILY COMBINED NET ASSETS IN DAILY COMBINED NET ASSETS EXCESS OF $100,000,000 ASSETS IN EXCESS OF NAME OF PORTFOLIO UP TO $100,000,000 AND UP TO $1,000,000,000 $1,000,000,000 --------------------- ------------------ ---------------------------- ------------------- International Growth Trust International Stock Trust
Unless otherwise indicated above, the "Applicable Rate" is equal to the quotient of (a) the sum of the products of the percentage and the dollar amount of the portion of Daily Combined Net Assets in each respective tranche, divided by (b) the total amount of Daily Combined Net Assets. For example, using the first Portfolio above, Growth Opportunities Trust, if Daily Combined Net Assets were $3,000,000,000, the Applicable Rate would be (($500,000,000 * 0.350%) + ($500,000,000 * 0.330%) + ($1,500,000,000 * 0.320%) + ($500,000,000 * 0.310%)) / $3,000,000,000 = ($175m + $165m + $480m + $155m) / $3,000m = 0.325%. 8 AMENDMENT TO SUBADVISORY AGREEMENT INDEPENDENCE INVESTMENT LLC AMENDMENT made as of this ___ day of _____ 2005 to the Subadvisory Agreement dated April 29, 2005 (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited partnership (the "Adviser"), and Independence Investment LLC, a Delaware limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 3. EFFECTIVE DATE This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC BY: JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), ITS MANAGING MEMBER By: _____________________________ INDEPENDENCE INVESTMENT LLC By: ___________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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"):
PORTFOLIO AGGREGATE NET ASSETS ------------------------------------------ -------------------- Growth & Income Trust II.................. Small Cap Trust...........................
*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.
Trust Portfolio(s) Other Portfolio(s) ----------------------------------- ----------------------------------- Not Applicable --
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 the quotient of (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 either by wire transfer or check, 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. AMENDMENT TO SUBADVISORY AGREEMENT JOHN HANCOCK ADVISERS, LLC AMENDMENT made as of this ____ day of ____, 2005 to the Subadvisory Agreement dated April 30, 2004, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC, (formerly, Manufacturers Securities Services, LLC)., a Delaware limited liability company (the "Adviser"), and John Hancock Advisers, LLC, a Delaware limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. ADDITION OF NEW PORTFOLIO Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 2. EFFECTIVE DATE This Amendment shall become effective on the later to occur of (i) approval of this amendment by the Trustees of the John Hancock Trust and (ii) the date of its execution. 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. John Hancock Investment Management Services, LLC By: John Hancock Life Insurance Company (U.S.A.), its managing member By: _____________________________ James D. Gallagher, Executive Vice President, Secretary and General Counsel JOHN HANCOCK ADVISORS, LLC By: ___________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed below (portion of the net assets of the Portfolio managed by the Subadviser as may be assigned to the Subadviser from the Adviser from time to time, in the case of the Active Bond Trust). 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"):
PORTFOLIO AGGREGATE NET ASSETS Active Bond Trust
EXCESS OVER FIRST $500 MILLION OF $500 BILLION OF AGGREGATE NET PORTFOLIO AGGREGATE NET ASSETS* ASSETS* Strategic Income Trust*...................
*The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust (portion of the net assets of the Portfolio managed by the Subadviser as may be assigned to the Subadviser from the Adviser from time to time, in the case of the Active Bond 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.
Trust Portfolio(s) Other Portfolio(s) ---------------------- ---------------------------------- Strategic Income Trust -- Strategic Income Fund, a series of John Hancock Funds II
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 the quotient of (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 either by wire transfer or check, 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. AMENDMENT TO SUBADVISORY AGREEMENT JENNISON ASSOCIATES LLC AMENDMENT made as of this ___ day of ____, 2005 to the Subadvisory Agreement dated November 1, 2001 (the "Agreement"), between John Hancock Investment Management Services, LLC, (formerly, Manufacturers Securities Services, LLC)., a Delaware limited liability company (the "Adviser"), and Jennison Associates LLC, a Delaware limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 2. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS The Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets: 1. other subadvisers to a Portfolio 2. other subadvisers to a Trust portfolio 3. other subadvisers to a portfolio under common control with the Portfolio 3. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information, provided that such restriction shall not apply to any disclosure by the Subadviser to its affiliates or to any disclosure required by regulatory authorities, applicable law or the rules of any securities exchange which may be applicable or by legal process (including a subpoena) or if such disclosure is to the Subadviser's counsel, auditors, agents or consultants who agree to keep such information confidential. Each party further agrees to treat as confidential any records or information (together "Information") obtained from the other pursuant to this Agreement and not to disclose any part of the Information to a third party or use the Information other than for purposes of carrying out the terms of this Agreement; provided, however, that such restrictions shall not apply to any disclosure of Information by either party to its affiliates or to any disclosure required by regulatory authorities, applicable law or the rules of any securities exchange which may be applicable or by legal process (including a subpoena) or if such disclosure is to either party's counsel, auditors, agents or consultants who agree to keep such information confidential. Each party shall inform all of its agents of the confidentiality provisions of this Agreement.. 2. EFFECTIVE DATE This Amendment shall become effective on the later to occur of (i) approval of this amendment by the Trustees of the John Hancock Trust and (ii) the date of its execution. 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. John Hancock Investment Management Services, LLC By: John Hancock Life Insurance Company (U.S.A.), its managing member By: _____________________________ James D. Gallagher, Executive Vice President, Secretary and General Counsel JENNISON ASSOCIATES LLC By: ___________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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"):
EXCESS OVER FIRST $300 MILLION OF $300 MILLION OF AGGREGATE NET PORTFOLIO AGGREGATE NET ASSETS ASSETS Capital Appreciation Trust*
*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, in each case based on market values as reported by the Trust's custodian.
Trust Portfolio(s) Other Portfolio(s) -------------------------- -------------------------------------- Capital Appreciation Trust -- Capital Appreciation Fund, a series of John Hancock Funds II
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 the quotient of (i) the sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions (as determined by percentage rate breakpoints) 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 either by wire transfer or check, 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. AMENDMENT TO SUBADVISORY AGREEMENT LEGG MASON FUNDS MANAGEMENT, INC. AMENDMENT made as of this ___ day of _____ 2005 to the Subadvisory Agreement dated April 30, 2004 (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited partnership (the "Adviser"), Legg Mason Funds Management, Inc., a Maryland Corporation (the "Subadviser"), and Legg Mason Capital Management, Inc. ("LMCM"). Pursuant to the terms of the Agreement, the Adviser retained the Subadviser to provide portfolio management services to the John Hancock Trust; and The Subadviser and LMCM are affiliated by virtue of being wholly owned subsidiaries of Legg Mason, Inc. and sharing common officers, directors, and employees; and The Subadviser desires to transfer its duties and obligations under the Agreement to LMCM, and LMCM is willing to accept the transfer and assume the duties and obligations under the Agreement on the terms and conditions set forth herein; and The Subadviser and LMCM have provided the Adviser with an opinion of counsel that analyzes the treatment of the transfer under the provisions of the Investment Company Act of 1940 (the "Investment Company Act") and the Investment Advisers Act of 1940 (the "Investment Advisers Act"), and the regulations thereunder; and The Adviser has agreed to the proposed transfer; and The Adviser and LMCM desire to make additional amendments to the Agreement as set forth below. In consideration of the mutual covenants contained herein, the parties agree as follows: 1. TRANSFER AND ASSUMPTION. The parties agree that the terms and conditions of the Agreement are incorporated herein by reference. Effective _________, 2005, the Subadviser hereby transfers, conveys and sets over all of its rights, interests, claims and entitlements under the Agreement to LMCM and to its successors and permitted assigns, it being understood that such transfer, conveyance and set over will not result in the automatic termination of the Agreement as a result of an "assignment" within the meaning set forth in the Investment Company Act or the Investment Advisers Act, and the regulations thereunder. The covenants, liabilities, duties and obligations of the Subadviser under or in connection with or arising out of the Agreement are hereby undertaken, assumed and agreed to be performed or otherwise discharged when due by LMCM. Except as herein provided, this Amendment shall not be construed to modify, terminate or merge any rights any party to the Agreement has pursuant to the terms thereof, and the parties hereby confirm all of the terms and provisions of the Agreement as remaining in full force and effect. 2. CONSENT. The Adviser hereby consents and agrees to the foregoing transfer and assumption. 3. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation shall be deleted and replaced by the attached Appendix A. 4. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS LMCM agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information. 5. EFFECTIVE DATE This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC BY: JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), ITS MANAGING MEMBER By: _____________________________ LEGG MASON FUNDS MANAGEMENT, INC. By: ____________________________ LEGG MASON CAPITAL MANAGEMENT, INC. By: ___________________________ APPENDIX A LMCM shall serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay LMCM, 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"):
FIRST $350 EXCESS OVER MILLION OF $350 MILLION AGGREGATE OF AGGREGATE PORTFOLIO NET ASSETS* NET ASSETS* ---------------------- ------------ ------------ Core Equity Trust.....
*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.
Trust Portfolio(s) Other Portfolio(s) -------------------- ----------------------------- Core Equity Trust -- Core Equity Fund, a series of John Hancock Funds II
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 the quotient of (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 LMCM 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 LMCM with such information as LMCM 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 LMCM. 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. SECOND AMENDMENT TO SUBADVISORY AGREEMENT AMENDMENT made as of this ___ day of ___, 2005 to the Subadvisory Agreement dated April 30, 2001, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited liability company (the "Adviser"), and Lord, Abbett & Co. LLC, a Delaware limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 2. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information. 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 John Hancock Trust and (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC By: John Hancock Life Insurance Company (U.S.A.), its managing member By: ______________________________________ LORD, ABBETT & CO. LLC By: _____________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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 $200 MILLION AND $500 EXCESS OVER FIRST $200 MILLION OF MILLION OF AGGREGATE NET $500 MILLION OF AGGREGATE NET PORTFOLIO AGGREGATE NET ASSETS* ASSETS* ASSETS* Mid Cap Value Trust..... 0.450% 0.400% 0.375%
BETWEEN $250 MILLION AND $500 EXCESS OVER FIRST $250 MILLION OF MILLION OF AGGREGATE NET $500 MILLION OF AGGREGATE NET PORTFOLIO AGGREGATE NET ASSETS* ASSETS* ASSETS* All Cap Value Trust.....
*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.
Trust Portfolio(s) Other Portfolio(s) ------------------- ------------------------------- Mid Cap Value Trust -- Mid Cap Value Fund, a series of John Hancock Funds II All Cap Value Trust All Cap Value Fund
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 the quotient of (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 either by wire transfer or check, 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. AMENDMENT TO SUBADVISORY AGREEMENT FUND ASSET MANAGEMENT, L.P. AMENDMENT made as of this ___ day of _____ 2005 to the Subadvisory Agreement dated May 1, 2003, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited partnership (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. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 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 John Hancock Trust and (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC BY: JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), ITS MANAGING MEMBER By: _____________________________ FUND ASSET MANAGEMENT, L.P. By: ___________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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 FIRST $300 AND $500 EXCESS OVER MILLION OF MILLION OF $500 MILLION AGGREGATE AGGREGATE OF AGGREGATE PORTFOLIO NET ASSETS* NET ASSETS* NET ASSETS* ------------------------ ------------ ------------ ------------ Large Cap Value Trust...
*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.
Trust Portfolio(s) Other Portfolio(s) --------------------- --------------------------------- Large Cap Value Trust -- Large Cap Value Fund, a series of John Hancock Funds II
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 the quotient of (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 either by wire transfer or check, 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. AMENDMENT TO SUBADVISORY AGREEMENT MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED AMENDMENT made as of this ____ day of _____ 2005 to the Subadvisory Agreement dated May 1, 2003, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited partnership (the "Adviser"), and MFC Global Investment Management (U.S.A.) Limited, a Canadian corporation (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser is amended to add the Index Allocation Trust. 3. EFFECTIVE DATE This Amendment shall become effective on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC BY: JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), ITS MANAGING MEMBER By: _____________________________ MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED By: ___________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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"):
PORTFOLIO AGGREGATE NET ASSETS* Index Allocation Trust...
PORTFOLIO AGGREGATE NET ASSETS* Emerging Growth Trust...
BETWEEN $1.5 BILLION AND $7.5 EXCESS OVER FIRST $1.5 BILLION BILLION OF $7.5 BILLION OF AGGREGATE NET AGGREGATE NET OF AGGREGATE PORTFOLIO ASSETS* ASSETS* NET ASSETS* Lifestyle Aggressive 1000 Trust ........ Lifestyle Growth 820 Trust ............. Lifestyle Balanced 640 Trust ........... Lifestyle Moderate 460 Trust ........... Lifestyle Conservative 280 Trust .......
EXCESS OVER FIRST $500 MILLION OF $500 MILLION AGGREGATE NET OF AGGREGATE PORTFOLIO ASSETS* NET ASSETS* Pacific Rim Trust....
EXCESS OVER FIRST $50 MILLION OF $50 MILLION AGGREGATE NET OF AGGREGATE PORTFOLIO ASSETS* NET ASSETS* Quantitative All Cap Trust....
EXCESS OVER FIRST $200 MILLION OF $200 MILLION AGGREGATE NET OF AGGREGATE PORTFOLIO ASSETS* NET ASSETS* Quantitative Mid Cap Trust....
BETWEEN $500 MILLION AND EXCESS OVER FIRST $500 MILLION OF $1 BILLION OF $1 BILLION OF NET AGGREGATE AGGREGATE NET AGGREGATE NET PORTFOLIO ASSETS* ASSETS* ASSETS* Quantitative Value Trust...
EXCESS OVER FIRST $500 MILLION OF $500 MILLION AGGREGATE NET OF AGGREGATE PORTFOLIO ASSETS* NET ASSETS* 500 Index Trust B......... Money Market Trust B...... Money Market Trust........
BETWEEN $250 MILLION AND EXCESS OVER FIRST $250 MILLION OF $1 BILLION OF $500 BILLION OF NET AGGREGATE AGGREGATE NET AGGREGATE NET PORTFOLIO ASSETS* ASSETS* ASSETS* Small Cap Index Trust............. Mid Cap Index Trust............... Total Stock Market Index Trust.... 500 Index Trust..................
*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.
Trust Portfolio(s) Other Portfolio(s) ------------------------------- ---------------------------------------- Index Allocation Trust None Emerging Growth Trust None Lifestyle Aggressive 1000 Trust -- Lifestyle Growth 820 Trust Lifestyle Balanced 640 Trust Lifestyle Moderate 460 Trust Lifestyle Conservative 280 Trust, each a series of John Hancock Trust and Lifestyle Aggressive Trust Lifestyle Growth Trust Lifestyle Balanced Trust Lifestyle Moderate Trust Lifestyle Conservative Trust, each a series of John Hancock Funds II Lifestyle Growth 820 Trust Lifestyle Aggressive 1000 Trust Lifestyle Balanced 640 Trust Lifestyle Moderate 460 Trust Lifestyle Conservative 280 Trust, each a series of John Hancock Trust and Lifestyle Aggressive Trust
Lifestyle Growth Trust Lifestyle Balanced Trust Lifestyle Moderate Trust Lifestyle Conservative Trust, each a series of John Hancock Funds II Lifestyle Balanced 640 Trust Lifestyle Aggressive 1000 Trust Lifestyle Growth 820 Trust Lifestyle Moderate 460 Trust Lifestyle Conservative 280 Trust, each a series of John Hancock Trust and Lifestyle Aggressive Trust Lifestyle Growth Trust Lifestyle Balanced Trust Lifestyle Moderate Trust Lifestyle Conservative Trust, each a series of John Hancock Funds II Lifestyle Moderate 460 Trust Lifestyle Aggressive 1000 Trust Lifestyle Growth 820 Trust Lifestyle Balanced 640 Trust Lifestyle Conservative 280 Trust, each a series of John Hancock Trust and Lifestyle Aggressive Trust Lifestyle Growth Trust Lifestyle Balanced Trust Lifestyle Moderate Trust Lifestyle Conservative Trust, each a series of John Hancock Funds II Lifestyle Conservative 280 Trust Lifestyle Aggressive 1000 Trust Lifestyle Growth 820 Trust Lifestyle Balanced 640 Trust Lifestyle Moderate 460 Trust , each a series of John Hancock Trust and Lifestyle Aggressive Trust Lifestyle Growth Trust Lifestyle Balanced Trust Lifestyle Moderate Trust Lifestyle Conservative Trust, each a series of John Hancock Funds II. Pacific Rim Trust Pacific Rim Fund, a series of John Hancock Funds II Quantitative All Cap Trust Quantitative All Cap Fund, a series of John Hancock Funds II Quantitative Mid Cap Trust Quantitative Mid Cap Fund, a series of John Hancock Funds II Quantitative Value Trust Quantitative Value Fund, a series of John Hancock Funds II Quantitative Equity Trust Quantitative Equity Fund, a series of John Hancock Funds II
50 Index Trust B 500 Index Fund B, a series of John Hancock Funds II Money Market Index Trust B Money Market Index Fund B, a series of John Hancock Funds II Money Market Trust Money Market Fund, a series of John Hancock Funds II Small Cap Index Trust Small Cap Index Fund, a series of John Hancock Funds II Mid Cap Index Trust Mid Cap Index Fund, a series of John Hancock Funds II Total Stock Market Index Trust Total Stock Market Index Fund, a series of John Hancock Funds II 500 Index Trust 500 Index Fund, a series of John Hancock Funds II
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 the quotient of (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 either by wire transfer or check, 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. AMENDMENT TO SUBADVISORY AGREEMENT MARSICO CAPITAL MANAGEMENT, LLC AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory Agreement dated March 22, 2005, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly Manufacturers Securities Services, LLC"), a Delaware limited partnership (the "Adviser"), and Marsico Capital Management, LLC, a Delaware limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 2. EFFECTIVE DATE This Amendment shall become effective with on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and, (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC By: John Hancock Life Insurance Company (U.S.A.), its managing member By: ___________________________ MARSICO CAPITAL MANAGEMENT, LLC by: _____________________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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 $250 MILLION AND $500 EXCESS OVER FIRST $250 MILLION OF MILLION OF AGGREGATE NET $500 MILLION OF AGGREGATE NET PORTFOLIO AGGREGATE NET ASSETS* ASSETS* ASSETS* International Opportunities Trust.........
*The term Aggregate Net Assets for a given day 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 of the Trust or other trusts 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 for a given day, the net assets of the Portfolio and each other portfolio of the Trust or other trusts are determined by the Custodian 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 or trust are determined as of the close of business on the previous business day of that fund or trust. This Appendix A is deemed to amend the fee schedules for the other portfolios to the extent that it is inconsistent with such schedules.
Trust Portfolio(s) Other Portfolio(s) --------------------------------- ------------------------------------------ International Opportunities Trust -- International Opportunities Fund, a series of John Hancock Funds II
The Subadviser Fee for each Portfolio shall be accrued for each calendar day by the Custodian, 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 Subadviser Fee accruals shall be based in part on the applicable annual fee rate for the Portfolio/s ("Applicable Annual Fee Rate"), which may vary from day to day depending on the amount of Aggregate Net Assets. The Applicable Annual Fee Rate on a given day is a blended rate that is calculated by (i) multiplying each rate in the table above by the relevant portion of the Aggregate Net Assets; (ii) adding together the resulting amounts; and (iii) dividing the sum of those amounts by the Aggregate Net Assets. The daily fee accruals will be computed by the Custodian 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 as determined in accordance with the Trust's prospectus and statement of additional information as of the close of business on the previous business day on which the Trust was open for business. 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 either by wire transfer or check, as directed by Subadviser. If, with respect to any Portfolio, the applicable 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, from the beginning of such month to the date of termination, or from the beginning of such month to the date of 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. AMENDMENT TO SUBADVISORY AGREEMENT MASSACHUSETTS FINANCIAL SERVICES COMPANY AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory Agreement dated ______, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, "Manufacturers Securities Services, LLC"), a Delaware limited partnership (the "Adviser"), and Massachusetts Financial Services Company, a Delaware corporation. (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 2. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets: 1. other subadvisers to a Portfolio 2. other subadvisers to a Trust portfolio 3. other subadvisers to a portfolio under common control with the Portfolio 3. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information. 4. EFFECTIVE DATE This Amendment shall become effective with on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and, (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC By: John Hancock Life Insurance Company (U.S.A.), its managing member By: ___________________________ MASSACHUSETTS FINANCIAL SERVICES COMPANY by: _____________________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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 $900 BETWEEN BETWEEN $600 MILLION MILLION AND FIRST $300 MILLION $300 MILLION AND $600 AND $900 MILLION OF $1.5 BILLION OF EXCESS OVER OF AGGREGATE NET MILLION OF AGGREGATE AGGREGATE NET AGGREGATE NET $1.5 BILLION OF PORTFOLIO ASSETS* NET ASSETS* ASSETS* ASSETS* AGGREGATE NET ASSETS* Strategic Value Trust.. Utilities Trust........
*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.
Trust Portfolio(s) Other Portfolio(s) ---------------------- ---------------------------------- Strategic Growth Trust -- Strategic Growth Fund, a series of John Hancock Funds II Utilities Trust Utilities Fund, a series of John Hancock Funds II
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 the quotient of (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 either by wire transfer or check, 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. AMENDMENT TO SUBADVISORY AGREEMENT MORGAN STANLEY INVESTMENTS LP AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory Agreement dated December 31, 1996, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, "Manufacturers Securities Services, LLC"), a Delaware limited partnership (the "Adviser"), and Morgan Stanley Investment Management Inc (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 2. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets: 1. other subadvisers to a Portfolio 2. other subadvisers to a Trust portfolio 3. other subadvisers to a portfolio under common control with the Portfolio 3. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information. 4. EFFECTIVE DATE This Amendment shall become effective with on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and, (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC By: John Hancock Life Insurance Company (U.S.A.), its managing member By: ___________________________ MORGAN STANLEY INVESTMENT MANAGEMENT INC. by: _______________________________________________ APPENDIX A The Subadviser shall serve as investment subadviser for the Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee at an annual rate as follows (the "Subadviser Fee"):
BETWEEN FIRST $200 MILLION $200 MILLION AND $500 EXCESS OVER OF AGGREGATE NET MILLION OF AGGREGATE $500 MILLION OF PORTFOLIO ASSETS* NET ASSETS* AGGREGATE NET ASSETS* Value Trust........
*The term Aggregate Net Assets includes the net assets of the Portfolio of the Trust. It also includes 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 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.
Trust Portfolio(s) Other Portfolio(s) ------------------ ----------------------- Value Trust -- Value Fund, a series of John Hancock Funds II
The Subadviser Fee for the 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 the 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 either by wire transfer or check, as directed by Subadviser. If 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 of 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. AMENDMENT TO SUBADVISORY AGREEMENT AMENDMENT made as of this ___ day of _____, 2005 to the Subadvisory Agreement dated ____________ as amended (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited partnership (the "Adviser"), and Munder Capital Management (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 2. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets: 1. other subadvisers to a Portfolio 2. other subadvisers to a Trust portfolio 3. other subadvisers to a portfolio under common control with the Portfolio 3. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information. 4. EFFECTIVE DATE This Amendment shall become effective with respect to each portfolio on the later to occur of: (i) (ii) approval of the Amendment by the Board of Trustees of John Hancock Trust and (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC By: John Hancock Life Insurance Company (U.S.A.), its managing member By: ______________________________________ MUNDER CAPITAL MANAGEMENT by: _____________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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"):
EXCESS OVER $500 MILLION OF FIRST $500 MILLION OF AGGREGATE NET PORTFOLIO AGGREGATE NET ASSETS* ASSETS* Small Cap Opportunities Trust......
*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.
Trust Portfolio(s) Other Portfolio(s) ----------------------------- ----------------------------------------- Small Cap Opportunities Trust -- Small Cap Opportunities Fund, a series of John Hancock Funds II
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 the quotient of (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 either by wire transfer or check, 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. AMENDMENT TO SUBADVISORY AGREEMENT SUSTAINABLE GROWTH ADVISERS, L.P. AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory Agreement dated April 30, 2004, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, "Manufacturers Securities Services, LLC"), a Delaware limited partnership (the "Adviser"), and Sustainable Growth Advisers, L.P. (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 2. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets: 1. other subadvisers to a Portfolio 2. other subadvisers to a Trust portfolio 3. other subadvisers to a portfolio under common control with the Portfolio 3. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information. 4. EFFECTIVE DATE This Amendment shall become effective with on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and, (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC By: John Hancock Life Insurance Company (U.S.A.), its managing member By: ___________________________ SUSTAINABLE GROWTH ADVISERS, L.P. by: _____________________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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"):
EXCESS OVER FIRST $500 MILLION OF $500 MILLION OF AGGREGATE NET PORTFOLIO AGGREGATE NET ASSETS* ASSETS* U.S. Global Leaders Growth Trust......
*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.
Trust Portfolio(s) Other Portfolio(s) -------------------------------- --------------------------------------------- U.S. Global Leaders Growth Trust -- U.S. Global Leaders Growth Fund, a series of John Hancock Funds II
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 the quotient of (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 either by wire transfer or check, 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. AMENDMENT TO SUBADVISORY AGREEMENT T. ROWE PRICE ASSOCIATES, INC. AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory Agreement dated January 28, 1999, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, "Manufacturers Securities Services, LLC"), a Delaware limited partnership (the "Adviser"), and T. Rowe Price Associates, Inc. (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 2. EFFECTIVE DATE This Amendment shall become effective with on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and, (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC By: John Hancock Life Insurance Company (U.S.A.), its managing member By: _____________________________ T. ROWE PRICE ASSOCIATES, INC. by: _____________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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 $50 MILLION BETWEEN $200 MILLION BETWEEN $500 MILLION EXCESS OVER FIRST $50 MILLION OF AND $200 MILLION OF AND $500 MILLION OF AND $1 BILLION OF $1 BILLION OF AGGREGATE AGGREGATE AGGREGATE AGGREGATE AGGREGATE PORTFOLIO NET ASSETS* NET ASSETS* NET ASSETS* NET ASSETS* NET ASSETS* Mid Value Trust............. Blue Chip Growth Trust...... Equity-Income Trust......... Science & Technology Trust.. Health Sciences Trust....... Small Company Value Trust...
FIRST EXCESS OVER $250 MILLION OF $250 MILLION OF AGGREGATE NET AGGREGATE NET PORTFOLIO ASSET* ASSETS* Spectrum Income Trust......
---------- *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.
Trust Portfolio(s) Other Portfolio(s) -------------------------- -------------------------------------- Mid Value Trust -- Not Applicable Blue Chip Growth Trust Blue Chip Growth Fund, a series of John Hancock Funds II Equity-Income Trust Equity-Income Fund, a series of John Hancock Funds II Science & Technology Trust Science & Technology Fund, a series of John Hancock Funds II Health Sciences Trust Health Sciences Fund, a series of John Hancock Funds II Small Company Value Trust Small Company Value Fund, a series of John Hancock Funds II Spectrum Income Trust Spectrum Income Fund, a series of
AMENDMENT TO SUBADVISORY AGREEMENT TEMPLETON INVESTMENT COUNSEL LLC AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory Agreement dated February 1, 1999, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, "Manufacturers Securities Services, LLC"), a Delaware limited partnership (the "Adviser"), and Templeton Investment Counsel LLC. (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 2. EFFECTIVE DATE This Amendment shall become effective with on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and, (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC By: John Hancock Life Insurance Company (U.S.A.), its managing member By: ______________________________ TEMPLETON INVESTMENT COUNSEL LLC by: ______________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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"):
FIRST $200 MILLION OF BETWEEN $200 MILLION AND $500 EXCESS OVER $500 MILLION OF PORTFOLIO AGGREGATE NET MILLION OF AGGREGATE NET AGGREGATE NET ASSETS* ASSETS* ASSETS* International Small Cap Trust..... International Value Trust......... #
#When Aggregate Net Assets for the International Value Trust exceed $500 million, the subadvisory fee is on all net assets of the International Value Trust. *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.
Trust Portfolio(s) Other Portfolio(s) ----------------------------- ------------------------------------------ International Small Cap Trust -- International Small Cap Fund, a series of John Hancock Funds II International Value Trust International Value Fund, a series of John Hancock Funds II Global Trust, a series of the Trust, and Global Fund, a series of John Hancock Funds II
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 the quotient of (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 either by wire transfer or check, 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. AMENDMENT TO SUBADVISORY AGREEMENT TEMPLETON GLOBAL ADVISORS LIMITED AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory Agreement dated December 8, 2003, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, "Manufacturers Securities Services, LLC"), a Delaware limited partnership (the "Adviser"), and Templeton Global Advisors Limited (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 2. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets: 1. other subadvisers to a Portfolio 2. other subadvisers to a Trust portfolio 3. other subadvisers to a portfolio under common control with the Portfolio 3. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust's "Policy Regarding Disclosure of Portfolio Holdings," as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information. 4. EFFECTIVE DATE This Amendment shall become effective with on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and, (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC By: John Hancock Life Insurance Company (U.S.A.), its managing member By: ______________________________ TEMPLETON GLOBAL ADVISORS LIMITED by: ______________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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 $150 MILLION AND EXCESS OVER FIRST $150 MILLION OF $300 MILLION OF $300 MILLION OF AGGREGATE PORTFOLIO AGGREGATE NET ASSETS* AGGREGATE NET ASSETS* NET ASSETS#* Global Trust.......
#When Aggregate Net Assets for the Global Trust exceed $300 million, the advisory fee is 0.350% on all net assets of the Global Trust. *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.
Trust Portfolio(s) Other Portfolio(s) ------------------ ------------------------------------------ Global Trust -- Global Fund, a series of John Hancock Funds II International Value Trust, a series of the Trust, and International Value Fund, a series of John Hancock Funds II
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 the quotient of (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 either by wire transfer or check, 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. AMENDMENT TO SUBADVISORY AGREEMENT UBS GLOBAL ASSET MANAGEMENT AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory Agreement dated April 30, 2003, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, "Manufacturers Securities Services, LLC"), a Delaware limited partnership (the "Adviser"), and UBS Global Asset Management (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 2. EFFECTIVE DATE This Amendment shall become effective with on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and, (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC By: John Hancock Life Insurance Company (U.S.A.), its managing member By: _______________________ UBS GLOBAL ASSET MANAGEMENT by: _______________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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"):
EXCESS OVER FIRST $500 MILLION OF $500 MILLION OF AGGREGATE PORTFOLIO AGGREGATE NET ASSETS* NET ASSETS* Global Allocation Trust...
BETWEEN $250 MILLION AND $500 EXCESS OVER FIRST $250 MILLION OF MILLION OF AGGREGATE $500 MILLION OF AGGREGATE PORTFOLIO AGGREGATE NET ASSETS** NET ASSETS** NET ASSETS** Large Cap Trust...........
*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.
Trust Portfolio(s) Other Portfolio(s) ----------------------- ----------------------------------- Global Allocation Trust -- Global Allocation Fund, a series of John Hancock Funds II Large Cap Trust Large Cap Fund, a series of John Hancock Funds II
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 the quotient of (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 either by wire transfer or check, 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. AMENDMENT TO SUBADVISORY AGREEMENT AMENDMENT made as of this ___ day of ____, 2005 to the Subadvisory Agreement dated January 29, 1999 as amended (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, Manufacturer's Securities Services, LLC), a Delaware limited company (the "Adviser"), and Wellington Management Company, LLP, a Massachusetts limited liability partnership (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 4. EFFECTIVE DATE This Amendment shall become effective with respect to each portfolio on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC BY: JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), ITS MANAGING MEMBER By: _____________________________________ WELLINGTON MANAGEMENT COMPANY, LLP By: _____________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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 $50 BETWEEN $200 BETWEEN $500 FIRST $50 MILLION AND MILLION AND $500 MILLION AND $1 EXCESS OVER MILLION OF $200 MILLION OF MILLION OF BILLION OF $1 BILLION OF AGGREGATE NET AGGREGATE NET AGGREGATE NET AGGREGATE NET AGGREGATE NET PORTFOLIO ASSETS* ASSETS* ASSETS* ASSETS* ASSETS* Natural Resources Trust.......... Investment Quality Bond Trust.... Mid Cap Stock Trust..............
FIRST EXCESS OVER $100 MILLION OF $100 MILLION OF AGGREGATE NET AGGREGATE NET PORTFOLIO ASSET* ASSETS* Small Cap Value Trust..................... Small Cap Growth Trust....................
*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. Trust Portfolio(s) Other Portfolio(s) ----------------------------- ----------------------------------------- Natural Resources Trust -- Natural Resources Fund, a series of John Hancock Funds II Investment Quality Bond Trust Investment Quality Bond Fund, a series of John Hancock Funds II Mid Cap Stock Trust Mid Cap Stock Fund, a series of John Hancock Funds II Small Cap Value Trust Small Cap Value Fund, a series of John Hancock Funds II Small Cap Growth Trust Small Cap Growth Fund, a series of John Hancock Funds II
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 the quotient of (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 either by wire transfer or check, 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. AMENDMENT TO SUBADVISORY AGREEMENT WELLS CAPITAL MANAGEMENT, INCORPORATED AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory Agreement dated April 29, 2005, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC (formerly, "Manufacturers Securities Services, LLC"), a Delaware limited partnership (the "Adviser"), and Wells Capital Management, Incorporated (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. CHANGE IN APPENDIX A Appendix A of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A. 2. EFFECTIVE DATE This Amendment shall become effective with on the later to occur of: (i) approval of the Amendment by the Board of Trustees of John Hancock Trust and, (ii) execution of the 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. JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC By: John Hancock Life Insurance Company (U.S.A.), its managing member By: ___________________________ WELLS CAPITAL MANAGEMENT, INCORPORATED by: _____________________________________ APPENDIX A The Subadviser shall serve as investment subadviser for each Portfolio of the 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 $200 MILLION AND $400 EXCESS OVER FIRST $200 MILLION OF MILLION OF AGGREGATE NET $400 MILLION OF AGGREGATE NET PORTFOLIO AGGREGATE NET ASSETS* ASSETS* ASSETS* Core Bond Trust..................... U.S. High Yield Trust...............
*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. Trust Portfolio(s) -- Other Portfolio(s) Core Bond Trust Core Bond Fund, a series of John Hancock Funds II U.S. High Yield Trust U.S. High Yield Fund, a series of John Hancock Funds II
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 the quotient of (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 either by wire transfer or check, 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.