EX-99.77(Q)(1) 5 d31593_ex99-77q1.htm EX-99.77(Q)(1) ATTACHMENT FOR CURRENT FILING OF N-SAR


Exhibit 99.77(q)(1)




ATTACHMENT FOR CURRENT FILING OF N-SAR

SUB-ITEM 77Q1


SUB-ITEM 77Q1:




JOHN HANCOCK VARIABLE INSURANCE TRUST

AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT


AMENDMENT (the “Amendment”) made this 25th day of June, 2014, to the Amended and Restated Advisory Agreement dated September 30, 2008, between John Hancock Variable Insurance Trust (formerly, John Hancock Trust), a Massachusetts business trust (the “Trust” or “JHVIT”) and John Hancock Investment Management Services, LLC, a Delaware limited liability company (“JHIMS” or the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:


1.

CHANGE IN APPENDIX A


Appendix A is amended to:


(i)change the fees for the Financial Services Trust,
(ii)reduce the fees for the Fundamental Value Trust, and
(iii)change the funds whose net assets are aggregated for purposes of determining the advisory fee for the Fundamental Large Cap Value Trust.



2.

EFFECTIVE DATE


The Amendment shall become effective with respect to the fund on the later of:


(i) the date of its execution, and

(ii) approval by the Board of Trustees of the Trust of the Amendment.



3.

DEFINED TERMS

Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

4.

OTHER TERMS OF THE AGREEMENT

Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.




John Hancock Variable Insurance Trust



By:

/s/Andrew Arnott

Andrew Arnott

President


John Hancock Investment Management Services, LLC



By:

/s/Phil Fontana

Phil Fontana

Vice President



2




APPENDIX A



ADVISORY FEE SCHEDULE


The Adviser shall serve as investment adviser for each Portfolio of the Trust listed below. The Trust will pay the Adviser, 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 “Adviser Fee”).


The term Aggregate Net Assets in the chart below includes the net assets of a Portfolio of the Trust. It also includes with respect to certain Portfolios as indicated in the chart the net assets of one or more other portfolios, 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) and only with respect to the net assets of such other portfolio(s) that are managed by the subadviser.


For purposes of determining Aggregate Net Assets and calculating the Adviser Fee, the net assets of the Portfolio and each other fund 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 Adviser 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 Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. 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. Fees shall be paid either by wire transfer or check, as directed by the Adviser.


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 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.




3




Advisory Fee Schedules


   

 

 

Aggregate Net Assets Include the
Net Assets of the following funds in
addition to the

 

 

Trust Portfolio

 

Trust Portfolio

 

Advisory Fee of the Trust Portfolio-

 

 

 

 

 

 

 

 

 

 

500 Index Trust B

 

Not applicable

 

0.470% — first $500 million; and

0.460% — excess over $500 million.

 

 

 

 

 

Active Bond Trust

 

Active Bond Fund

(JHF II)

 


0.600% — first $2.5 billion;

0.575% — next $2.5 billion; and

0.550% — excess over $5 billion

 

 

 

 

 

All Cap Core Trust

 

All Cap Core Fund

(JHF II)

 

0.800% — first $500 million; and

0.750% — excess over $500 million.

 

 

 

 

 

 

 

 

 

 

Alpha Opportunities Trust

 

Alpha Opportunities Fund

(JHF II)

 

1.025% — first $250 million;

1.00% — next $250 million;

0.975% — next $500 million; and

0.950% — excess over $1 billion

 

 

 

 

 

Blue Chip Growth

Trust

 

Blue Chip Growth Fund

(JHF II)

 

0.825% — first $1 billion; and

0.775% — excess over $1 billion.*

*When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.

 

 

 

 

 

Bond Trust

 

Bond PS Series

(JHVIT)

 

0.650% — first $500 million;

0.600% — next $1 billion;

0.575% — next $1 billion;

0.550% — excess over $2.5 billion.

Bond PS Series

 

Bond Trust

(JHVIT)

 

0.650% — first $500 million;

0.600% — next $1 billion;

0.575% — next $1 billion;

0.550% — excess over $2.5 billion.

 

 

 

 

 

Capital Appreciation Trust

 

Capital Appreciation Fund

(JHF II)

 

0.850% — first $300 million;

0.800% — between $300 million and $500 million;

0.700% — between $500 million and $1 billion; and

0.670% — excess over $1 billion.



4




   

Capital Appreciation Value Trust

 

Capital Appreciation Value Fund
(JHF II)

 

See below

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Bond Trust

 

Core Bond Fund

(JHF II)

 

0.690% — first $200 million;

0.640% — next $200 million; and

0.570% — excess over $400 million.

 

 

 

 

 

 

 

 

 

 

Core Strategy Trust

 

See below

 

See below

 

 

 

 

 


Currency Strategies Trust

 


Currency Strategies Fund

(JHF II)

 


0.950% — first $250 million;

0.900% — next $250 million and

0.850% — excess over $500 million.

 

 

 

 

 

Emerging Markets Value Trust

 

Emerging Markets Fund

(JHF II)

 

1.00% — first $100 million; and

0.950% - excess over $100 million.

 

 

 

 

 

Equity-Income Trust

 

Equity-Income Fund

(JHF II)

 

0.825% — first $1 billion; and

0.775% — excess over $1 billion.*

*When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.

 

 

 

 

 

Financial Services Trust

 

John Hancock Financial Industries Fund

 

 

0.800% — first $250 million;

0.775% — next $250 million;

0.750% — next $500 million; and

0.725% — excess over $1 billion.

 

 

 

 

 

   

Franklin Templeton Founding Allocation Trust

 

See below

 

See below

 

 

 

 

 

Fundamental All Cap Core Trust

 

Fundamental All Cap Core Fund

(JHF II)

 

0.675% — first $2.50 billion; and

0.650% — excess over $2.50 billion.

 

 

 

 

 

Fundamental Large Cap Value Trust

 

Fundamental Large Cap Value Fund

(JHF II)

Fundamental Value Trust

 

0.700% — first $500 million;

0.650% — next $500 million; and

0.600% — excess over $1 billion.



5




   

Fundamental Value Trust

 

Fundamental Large Cap Value Trust

Fundamental Large Cap Value Fund
(JHF II)

 

0.700% — first $500 million;

0.650% — next $500 million; and

0.600% — excess over $1 billion.

 

 

 

 

 

Global Bond Trust

 

Global Bond Fund

(JHF II)

 

0.700% — at all asset levels.

 

 

 

 

 

Global Trust

 


JHVIT

International Value Trust

Income Trust

Mutual Shares Trust


JHF II

Global Fund

International Value Fund

Income Fund

Mutual Shares Fund

International Small Cap Fund

 

0.850% — first $1 billion; and

0.800% — excess over $1 billion.

 

 

 

 

 

Health Sciences Trust

 

Health Sciences Fund
(JHF II)

 

1.050% — first $500 million;

1.000% — next $250 million

0.950% — excess over $750 million.

 

 

 

 

 

 

 

 

 

*When Aggregate Net Assets exceed $750 million, the advisory fee is 0.95% on all net assets

 

 

 

 

 

 

 

 

 

 

High Yield Trust

 

High Yield Fund

(JHF II)

 

0.700% — first $500 million; and

0.650% — excess over $500 million.

 

 

 

 

 




6




   

Income Trust

 


JHVIT

International Value Trust

Global Trust

Mutual Shares Trust


JHF II

Income Fund

International Small Cap Fund

International Value Fund

Global Fund

Mutual Shares Fund

 

1.075% first $50 million;

0.915% next $150 million;

0.825% next $300 million; and

0.800% excess over $500 million


When Aggregate Net Assets exceed $500 million, the advisory fee is 0.800% on all net assets of the Income Trust.


 

 

 

 

 

 

International Core Trust

 

International Core Fund

(JHF III)

 

0.92% — first $100 million;

0.895% — next $900 million;

0.88% — next $1 billion;

0.85% — next $1 billion;

0.825% — next $1 billion;

0.800% — excess over $4 billion.


 

 

 

 

 

International Equity Index Trust B

 

Not applicable

 

0.550% — first $100 million; and

0.530% — excess over $100 million.

 

 

 

 

 

International Growth Stock Trust

 

International Growth Stock Fund
(JHF II)

 

0.850% — first $250 million;

0.800% — next $500 million and

0.750% — excess over $750 million.

 

 

 

 

 

International Small Company Trust

 

International Small Company Fund
(JHF II)

 


0.950% — all asset levels




7




   

International Value Trust

 


JHVIT

Global Trust

Income Trust

Mutual Shares Trust



JHF II

Global Fund

Income Fund

International Small Cap Fund

International Value Fund

Mutual Shares Fund

 


0.950% first $150 million;

0.850% next $150 million; and

0.800% excess over $300 million



When Aggregate Net Assets exceed $300 million, the advisory fee rate is 0.800% on all net assets of the International Value Trust.

 

 

 

 

 

Investment Quality Bond Trust

 

Investment Quality Bond Fund
(JHF II)

 

0.600% — first $500 million; and

0.550% — excess over $500 million.

 

 

 

 

 

Lifecycle Trusts

 

See below

 

See below

 

 

 

 

 

Lifestyle Trusts

 

See below

 

See below

 

 

 

 

 

Lifestyle PS Series

 

See below

 

See below

 

 

 

 

 

Mid Cap Index Trust

 

Not Applicable

 

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

 

 

 

 

 

Mid Cap Stock Trust

 

Mid Cap Stock Fund

(JHF II)

 

0.875% — first $200 million;

0.850% — next $300 million; and

0.825% — excess over $500 million.

 

 

 

 

 

Mid Value Trust

 

Mid Value Fund

(JHF II)

 

1.050% — first $50 million; and

0.950% — excess over $50 million.

 

 

 

 

 

Money Market Trust

 

Money Market Fund

(JHF II)

 

0.500% — first $500 million; and

0.470% — excess over $500 million.

 

 

 

 

 

Money Market Trust B

 

Not applicable

 

0.500% — first $500 million; and

0.470% — excess over $500 million.



8




Mutual Shares Trust

 

Mutual Shares Fund

(JHF II)

 

0.960% — first $750 million; and

0.920% — excess over $750 million.


#When Aggregate Net Assets for the Mutual Shares Trust exceed $750 million, the advisory fee is 0.92% on all net assets of the Mutual Shares Trust.

 

 

 

 

 

Natural Resources Trust

 

Natural Resources Fund

(JHF II)

 

1.000% — first $1 billion;

0.975% — next $1 billion;

0.950% — excess over $2 billion.

 

 

 

 

 

New Income Trust

(formerly, “Spectrum Income Trust”)

 

Not Applicable

 

0.800% — first $50 million*;

0.750% — next $50 million*#;

0.675% — next $150 million*;

0.625% — next $250 million*; and

0.600% — excess over $500 million*.


*The annual rate of the advisory fee on all the net assets of the New Income Trust on any day shall not exceed 0.725%.


#When net assets of the New Income Trust exceed $100 million on any day, the annual rate of advisory fee for that day is 0.750% on the first $100 million of net assets of the New Income Trust.

 

 

 

 

 

Real Estate Securities Trust

 

Real Estate Securities Fund
(JHF II)

 

0.700% — at all asset levels.

 

 

 

 

 

Real Return Bond Trust

 

Real Return Bond Fund

(JHF II)

 

0.700% — first $1 billion; and

0.650% — excess over $1 billion.

 

 

 

 

 

Science & Technology Trust

 

Science & Technology Fund
(JHF II)

 

1.050% — first $500 million; and

1.000% — excess over $500 million.

 

 

 

 

 

Short Term Government

 Income Trust

 

Short Term Government Income Fund
(JHF II)

 

0.570% — first $250 million; and

0.550% — excess over $250 million.

 

 

 

 

 

Small Cap Growth Trust

 

Small Cap Growth Fund

(JHF II)

 

1.100% — first $100 million;

1.050% — excess over $100 million.



9




   

Small Cap Index Trust

 

Not Applicable

 

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

 

 

 

 

 

Small Cap Opportunities Trust

 

Small Cap Opportunities Fund

(JHF II)

 

1.000% — first $500 million;

0.950% — next $500 million;

0.900% — next $1 billion;

0.850% — excess over $2 billion;

 

 

 

 

 

Small Cap Value Trust

 

Small Cap Value Fund

(JHF II)

 

1.100% — first $100 million;

1.050% — next $500 million; and

1.000% — excess over $600 million.

 

 

 

 

 

Small Company Growth Trust

 

Small Company Growth Fund

 

1.050% — first $250 million; and

1.000% — excess over $250 million.


When Aggregate Net Assets of the following funds exceed $1 billion, the applicable rate is 1.000% on all net assets of the Small Company Growth Trust.

JHVIT

Small Cap Opportunities Trust

International Growth Stock Trust

Value Trust


JHF II

Small Company Growth Fund

Small Cap Opportunities Fund

International Growth Stock Fund

Value Fund

 

 

 

 

 

Small Company Value Trust

 

Small Company Value Fund
(JHF II)

 

1.050% — first $500 million; and

1.000% — excess over $500 million.

 

 

 

 

 

Strategic Equity Allocation Trust

 

Strategic Equity Allocation Fund
(JHF II)

 

0.675% First $2.5 billion;

0.650% Next $5 billion;

0.625% Next 2.5 billion and

0.600% Excess over $10 billion.

       

Strategic Income Opportunities Trust

 

Strategic Income Opportunities Fund

(JHF II)

 

0.700% — first $500 million;

0.650% — next $3 billion; and

0.600% — excess over $3.5 billion

       

Total Bond Market Trust B

 

Total Bond Market Trust A

 

0.470% — first $1.5 billion;

0.460% — excess over $1.5 billion



10




   

Total Return Trust

 

Total Return Fund

(JHF II)

 

See below

 

 

 

 

 

Total Stock Market Index Trust

 

Total Stock Market Index Fund
(JHF II)

 

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

 

 

 

 

 

Ultra Short Term Bond Trust

 

Not applicable

 

0.550% — first $250 million; and

0.530% — excess over $250 million.

 

 

 

 

 

U.S. Equity Trust

 

U.S. Equity Fund

(JHF II)

 

0.780% — first $500 million;

0.760% — next $500 million; and

0.740% — excess over $1 billion.

 

 

 

 

 

Utilities Trust

 

Utilities Fund

(JHF II)

 

0.825% — first $600 million;

0.800% — next $300 million;

0.775% — next $600 million; and

0.700% — excess over $1.5 billion.

 

 

 

 

 

Value Trust

 

Value Fund

(JHF II)

 

0.750% — first $200 million;

0.725% — next $300 million; and

0.650% — excess over $500 million.




11




Capital Appreciation Value Trust


If net assets are less than $500 million, the following fee schedule shall apply:


Portfolio

First $250 million of
Net Assets

Excess Over $250 million of
Net Assets

Capital Appreciation Value Trust

0.950%

0.850%


If net assets equal or exceed $500 million but are less than $2 billion, the following fee schedule shall apply:


Portfolio

First $1 billion of
Net Assets

Excess Over $1 billion of
Net Assets

Capital Appreciation Value Trust

0.850%

0.800%


If net assets equal or exceed $2 billion but are less than $3 billion, the following fee schedule shall apply:


Portfolio

First $500 million of
Net Assets

Excess Over $500 million of
Net Assets

Capital Appreciation Value Trust

0.850%

0.800%


If net assets equal or exceed $3 billion, the following fee schedule shall apply:


Portfolio

All Asset Levels

Capital Appreciation Value Trust

0.800%




12




Total Return Trust


The Adviser shall serve as investment adviser for the Portfolio of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for the Portfolio at an annual rate as follows (the "Adviser Fee").


Pacific Investment Management Company (“PIMCO”) is the Subadviser to the Portfolio


During the period during which PIMCO is the subadviser to the Portfolio, if Relationship Net Assets* equal or exceed $3 Billion, the following fee schedule shall apply:


Portfolio

First

$1 Billion

of Total Return

Net Assets**

Excess Over

$1 Billion

of Total Return

Net Assets**

Total Return Trust

0.700%

0.675%


If Relationship Net Assets* are less than $3 Billion, the following fee schedule shall apply:


Portfolio

All Asset Levels

Total Return Trust

0.700%


*The term Relationship Net Assets shall mean the aggregate net assets of all portfolios of the John Hancock Trust and the John Hancock Funds II that are subadvised by PIMCO. These funds currently include the Total Return Trust, the Real Return Bond Trust and the Global Bond Trust, each a series of the Trust, and the Total Return Fund, the Real Return Bond Fund and the Global Bond Fund, each a series of John Hancock Funds II.


PIMCO is not the Subadviser to the Portfolio


If PIMCO is not the subadviser to the Portfolio, the following fee schedule shall apply:


Portfolio

First

$1 Billion

of Total Return

Net Assets**

Excess Over

$1 Billion

of Total Return

Net Assets**

Total Return Trust

0.700%

0.675%

**The term Total Return Net Assets includes the net assets of the Portfolio. It also includes with respect to the Portfolio the net assets of the Total Return Fund, a series of John Hancock Funds II but only for the period during which the subadviser for the Portfolio also serves as the subadviser for the Total Return Fund. For purposes of determining Total Return Net Assets and calculating the Advisory 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 the Total Return Trust are determined as of the close of business on the previous business day of that fund.


The Adviser 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 Total Return Net Assets divided by (ii) Total Return Net Assets (the “Applicable Annual Fee Rate”). The Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day.



13




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. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

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.



14




Funds of Funds


The Adviser shall serve as investment adviser for each of the Trusts named below (each a “Fund of Funds”):

Core Strategy Trust

Franklin Templeton Founding Allocation Trust


Lifecycle 2010 Trust

Lifecycle 2015 Trust

Lifecycle 2020 Trust

Lifecycle 2025 Trust

Lifecycle 2030 Trust

Lifecycle 2035 Trust

Lifecycle 2040 Trust

Lifecycle 2045 Trust

Lifecycle 2050 Trust

(collectively, the “Lifecycle Trusts”)


Lifestyle Aggressive Trust

Lifestyle Balanced Trust

Lifestyle Conservative Trust

Lifestyle Growth Trust

Lifestyle Moderate Trust

(collectively, the “Lifestyle Trusts”)


Lifestyle Aggressive PS Series

Lifestyle Balanced PS Series

Lifestyle Conservative PS Series

Lifestyle Growth PS Series

Lifestyle Moderate PS Series

(collectively, the “Lifestyle PS Series”)



___________________


Certain Definitions:


Affiliated Fund Assets” means the net assets or Aggregate Net Assets (as applicable) of a Fund of Funds that are invested in Affiliated Funds.


Affiliated Funds” are any fund of John Hancock Trust (“JHVIT”), John Hancock Funds II (“JHF II”) or John Hancock Funds III (“JHF III”), excluding the following funds of JHVIT: the Money Market Trust B, 500 Index Trust B, International Equity Index Trust B and Total Bond Market Trust B. In the case of Core Fundamental Holdings Trust and Core Global Diversification Trust, Affiliated Funds also includes the funds of American Fund Insurance Series.


Aggregate Net Assets” of a Fund of Funds means the net assets of the Fund of Funds and the net assets of one or more other Funds of JHVIT, JHF II or JHF III, but only with respect to and for so long as such other Fund or Funds are managed by the same subadviser as the Fund of Funds.




15




Other Assets” means the net assets or Aggregate Net Assets, as applicable, of a Fund of Funds that are not invested in Affiliated Funds.


Adviser Fee:


The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Fund of Funds, a fee computed separately for each Fund of Funds as follows (the “Adviser Fee”).


The Adviser Fee for each Fund of Funds has two components: (a) a fee on Affiliated Fund Assets; and (b) a fee on Other Assets. Each such fee shall each be accrued and paid daily to the Adviser for each calendar day. The daily Adviser Fee for each Fund of Funds shall be the sum of the daily fee on Affiliated Fund Assets and the daily fee on Other Assets. Fees shall be paid either by wire transfer or check, as directed by the Adviser.


(a) Fee on Affiliated Fund Assets. The fee on Affiliated Fund Assets is stated as an annual percentage of the current value of either the net assets or the Aggregate Net Assets (as applicable) of the Fund of Funds, in each case determined in accordance with the fee schedule set forth below for the Fund of Funds, and that percentage rate (the “Applicable Annual Affiliated Funds Fee Rate”) is applied to the Affiliated Fund Assets of the Fund of Funds. For each day the Applicable Annual Affiliated Funds Fee Rate for the Fund of Funds shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates for Affiliated Fund Assets in the fee schedule to the applicable portions of the net assets or Aggregate Net Assets of the Fund of Funds divided by (ii) the net assets or Aggregate Net Assets, respectively, of the Fund of Funds. The daily fee accrual on Affiliated Fund Assets will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Affiliated Funds Fee Rate, and multiplying this product by the Affiliated Fund Assets of the Fund of Funds.


(b) Fee on Other Assets. The fee on Other Assets is stated as an annual percentage of the current value of either the net assets or the Aggregate Net Assets (as applicable) of the Fund of Funds, in each case determined in accordance with the fee schedule set forth below for the Fund of Funds, and that percentage rate (the “Applicable Annual Other Assets Fee Rate”) is applied to the Other Assets of the Fund of Funds. For each day the Applicable Annual Other Assets Fee Rate for the Fund of Funds shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates for Other Assets in the fee schedule to the applicable portions of the net assets or Aggregate Net Assets of the Fund of Funds, divided by (ii) the net assets or Aggregate Net Assets, respectively, of the Fund of Funds. The daily fee accrual on Other Assets will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Other Assets Fee Rate, and multiplying this product by the Other Assets of the Fund of Funds.


Net assets, Aggregate Net Assets, Affiliated Fund Assets and Other Assets with respect to a Fund of Funds shall be determined as of the close of business on the previous business day of JHVIT for JHVIT Funds, as of the close of business on the previous business day of JHF II for



16




JHF II Funds and as of the close of business on the previous business day of JHF III for JHF III Funds.


If, with respect to any Fund of Funds, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Affiliated Funds Fee Rate or the Applicable Annual Other Assets 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.


Fee Schedules:


 

 

Rates Applied to Net Assets of the Fund of Funds

Fund of Funds

 

Affiliated Fund Assets

 

Other Assets

 

 

 

First

$500 million

Excess Over
$500 million

 

First

 $500 million

Excess Over

 $500 million

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Strategy Trust

0.050%

0.040%

 

0.500%

0.490%

 

 

 

 

 

 

Franklin Templeton Founding Allocation Trust

0.050%

0.040%

 

0.500%

0.490%



17




Lifecycle Trusts

 

 

Rates Applied to Aggregate Net Assets of the Fund of
Funds (1)

Fund of Funds

 

Affiliated Fund Assets

 

Other Assets

 

 

 

First

$7.5 billion

Excess Over
$7.5 billion

 

First

$7.5 billion

Excess Over

$7.5 billion

Each Lifecycle Trust

0.060%

0.050%

 

0.510%

0.500%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

_____________________


(1) Aggregate Net Assets. For each Lifecycle Trust, Aggregate Net Assets include the net assets of all the JHVIT Lifecycle Trusts, the net assets of all the JHF II Retirement Choices Portfolios, the net assets of all of the JHF II Retirement Living Portfolios and the net assets of all the JHF II Retirement Living II Portfolios.


Lifestyle Trusts

Lifestyle PS Series

 

 

Rates Applied to Aggregate Net Assets of the Fund of
Funds (1)

Fund of Funds

 

Affiliated Fund Assets

 

Other Assets

 

 

 

First

$7.5 billion

Excess Over
$7.5 billion

 

First

$7.5 billion

Excess Over

$7.5 billion

Each Lifestyle Trust

Each Lifestyle PS Series

0.050%

0.040%

 

0.500%

0.490%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

_________________________

(1) Aggregate Net Assets. For each Lifestyle Trust and each Lifestyle PS Series, Aggregate Net Assets include the net assets of all the JHVIT Lifestyle Trusts, the JHVIT Lifestyle PS Series, the JHF II Lifestyle Portfolios and the JHF II Lifestyle II Portfolios. The JHVIT Lifestyle Trusts are: Lifestyle Aggressive Trust, Lifestyle Balanced Trust, Lifestyle Conservative Trust, Lifestyle Growth Trust and Lifestyle Moderate Trust. The JHVIT Lifestyle PS Series are: Lifestyle Aggressive PS Series, Lifestyle Balanced PS Series, Lifestyle Conservative PS Series, Lifestyle Growth PS Series and Lifestyle Moderate PS Series. The JHF II Lifestyle Portfolios are: the Lifestyle Aggressive Portfolio, Lifestyle Balanced Portfolio, Lifestyle Conservative Portfolio, Lifestyle Growth Portfolio and Lifestyle Moderate Portfolio. The JHF II Lifestyle II Portfolios are: the Lifestyle II Aggressive Portfolio, Lifestyle II Balanced Portfolio, Lifestyle II Conservative Portfolio, Lifestyle II Growth Portfolio and Lifestyle II Moderate Portfolio.





18




JOHN HANCOCK VARIABLE INSURANCE TRUST

AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT


AMENDMENT (the “Amendment”) made this 13th day of March, 2014, to the Amended and Restated Advisory Agreement dated September 30, 2008, between John Hancock Variable Insurance Trust (formerly, John Hancock Trust), a Massachusetts business trust (the “Trust” or “JHVIT”) and John Hancock Investment Management Services, LLC, a Delaware limited liability company (“JHIMS” or the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:


1.

CHANGE IN APPENDIX A


Appendix A is amended to reduce the fees for the Health Sciences Trust.



2.

EFFECTIVE DATE


The Amendment shall become effective with respect to the fund on the later of:


(i)the date of its execution, and
(ii)approval by the Board of Trustees of the Trust of the Amendment.


3.

DEFINED TERMS

Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

4.

OTHER TERMS OF THE AGREEMENT

Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.


John Hancock Variable Insurance Trust



By:

/s/Andrew Arnott

Andrew Arnott



John Hancock Investment Management Services, LLC



By:

/s/Leo Zerilli

Leo Zerilli



19




APPENDIX A



ADVISORY FEE SCHEDULE


The Adviser shall serve as investment adviser for each Portfolio of the Trust listed below. The Trust will pay the Adviser, 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 “Adviser Fee”).


The term Aggregate Net Assets in the chart below includes the net assets of a Portfolio of the Trust. It also includes with respect to certain Portfolios as indicated in the chart the net assets of one or more other portfolios, 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) and only with respect to the net assets of such other portfolio(s) that are managed by the subadviser.


For purposes of determining Aggregate Net Assets and calculating the Adviser Fee, the net assets of the Portfolio and each other fund 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 Adviser 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 Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day. 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. Fees shall be paid either by wire transfer or check, as directed by the Adviser.


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 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.




20




Advisory Fee Schedules


   

 

 

Aggregate Net Assets Include the
Net Assets of the following funds in
addition to the

 

 

Trust Portfolio

 

Trust Portfolio

 

Advisory Fee of the Trust Portfolio-

 

 

 

 

 

 

 

 

 

 

500 Index Trust B

 

Not applicable

 

0.470% — first $500 million; and

0.460% — excess over $500 million.

 

 

 

 

 

Active Bond Trust

 

Active Bond Fund

(JHF II)

 


0.600% — first $2.5 billion;

0.575% — next $2.5 billion; and

0.550% — excess over $5 billion

 

 

 

 

 

All Cap Core Trust

 

All Cap Core Fund

(JHF II)

 

0.800% — first $500 million; and

0.750% — excess over $500 million.

 

 

 

 

 

 

 

 

 

 

Alpha Opportunities Trust

 

Alpha Opportunities Fund

(JHF II)

 

1.025% — first $250 million;

1.00% — next $250 million;

0.975% — next $500 million; and

0.950% — excess over $1 billion

 

 

 

 

 

Blue Chip Growth

Trust

 

Blue Chip Growth Fund

(JHF II)

 

0.825% — first $1 billion; and

0.775% — excess over $1 billion.*

*When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.

 

 

 

 

 

Bond Trust

 

Bond PS Series

(JHVIT)

 

0.650% — first $500 million;

0.600% — next $1 billion;

0.575% — next $1 billion;

0.550% — excess over $2.5 billion.

Bond PS Series

 

Bond Trust

(JHVIT)

 

0.650% — first $500 million;

0.600% — next $1 billion;

0.575% — next $1 billion;

0.550% — excess over $2.5 billion.



21




   

Capital Appreciation Trust

 

Capital Appreciation Fund

(JHF II)

 

0.850% — first $300 million;

0.800% — between $300 million and $500 million;

0.700% — between $500 million and $1 billion; and

0.670% — excess over $1 billion.

 

 

 

 

 

Capital Appreciation Value Trust

 

Capital Appreciation Value Fund
(JHF II)

 

See below

 

 

 

 

 

 

 

 

 

 

Core Bond Trust

 

Core Bond Fund

(JHF II)

 

0.690% — first $200 million;

0.640% — next $200 million; and

0.570% — excess over $400 million.

 

 

 

 

 

 

 

 

 

 

Core Strategy Trust

 

See below

 

See below

 

 

 

 

 


Currency Strategies Trust

 


Currency Strategies Fund

(JHF II)

 


0.950% — first $250 million;

0.900% — next $250 million and

0.850% — excess over $500 million.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Emerging Markets Value Trust

 

Emerging Markets Fund

(JHF II)

 

1.00% — first $100 million; and

0.950% - excess over $100 million.

 

 

 

 

 

Equity-Income Trust

 

Equity-Income Fund

(JHF II)

 

0.825% — first $1 billion; and

0.775% — excess over $1 billion.*

*When Aggregate Net Assets exceed $1 billion on any day, the annual rate of advisory fee for that day is 0.800% on the first $1 billion of Aggregate Net Assets.

 

 

 

 

 

Financial Services Trust

 

Financial Services Fund

(JHF II)

 

0.800% — first $50 million;

0.7750% — next $450 million; and

0.750% — excess over $500 million.



22




   

Franklin Templeton Founding Allocation Trust

 

See below

 

See below

 

 

 

 

 

Fundamental All Cap Core Trust

 

Fundamental All Cap Core Fund

(JHF II)

 

0.675% — first $2.50 billion; and

0.650% — excess over $2.50 billion.

 

 

 

 

 

Fundamental Large Cap Value Trust

 

Fundamental Large Cap Value Fund

(JHF II)


 

0.700% — first $500 million;

0.650% — next $500 million; and

0.600% — excess over $1 billion.

 

 

 

 

 

Fundamental Value Trust

 

Fundamental Value Fund
(JHF II)

 

0.800% — first $50 million;

0.775% — next $450 million; and

0.750% — excess over $500 million.

 

 

 

 

 

Global Bond Trust

 

Global Bond Fund

(JHF II)

 

0.700% — at all asset levels.

 

 

 

 

 

Global Trust

 


JHVIT

International Value Trust

Income Trust

Mutual Shares Trust


JHF II

Global Fund

International Value Fund

Income Fund

Mutual Shares Fund

International Small Cap Fund

 

0.850% — first $1 billion; and

0.800% — excess over $1 billion.

 

 

 

 

 

Health Sciences Trust

 

Health Sciences Fund
(JHF II)

 

1.050% — first $500 million;

1.000% — next $250 million

0.950% --- excess over $750 million.

 

 

 

 

 

 

 

 

 

*When Aggregate Net Assets exceed $750 million, the advisory fee is 0.95% on all net assets

 

 

 

 

 

 

 

 

 

 

High Yield Trust

 

High Yield Fund

(JHF II)

 

0.700% — first $500 million; and

0.650% — excess over $500 million.



23




   

Income Trust

 


JHVIT

International Value Trust

Global Trust

Mutual Shares Trust


JHF II

Income Fund

International Small Cap Fund

International Value Fund

Global Fund

Mutual Shares Fund

 

1.075% first $50 million;

0.915% next $150 million;

0.825% next $300 million; and

0.800% excess over $500 million


When Aggregate Net Assets exceed $500 million, the advisory fee is 0.800% on all net assets of the Income Trust.


 

 

 

 

 

 

International Core Trust

 

International Core Fund

(JHF III)

 

0.92% — first $100 million;

0.895% — next $900 million;

0.88% — next $1 billion;

0.85% — next $1 billion;

0.825% — next $1 billion;

0.800% — excess over $4 billion.


International Equity Index Trust B

 

Not applicable

 

0.550% — first $100 million; and

0.530% — excess over $100 million.

 

 

 

 

 

International Growth Stock Trust

 

International Growth Stock Fund
(JHF II)

 

0.850% — first $250 million;

0.800% — next $500 million and

0.750% — excess over $750 million.

 

 

 

 

 

International Small Company Trust

 

International Small Company Fund
(JHF II)

 


0.950% — all asset levels



24




   

International Value Trust

 


JHVIT

Global Trust

Income Trust

Mutual Shares Trust



JHF II

Global Fund

Income Fund

International Small Cap Fund

International Value Fund

Mutual Shares Fund

 


0.950% first $150 million;

0.850% next $150 million; and

0.800% excess over $300 million



When Aggregate Net Assets exceed $300 million, the advisory fee rate is 0.800% on all net assets of the International Value Trust.

 

 

 

 

 

Investment Quality Bond Trust

 

Investment Quality Bond Fund
(JHF II)

 

0.600% — first $500 million; and

0.550% — excess over $500 million.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lifecycle Trusts

 

See below

 

See below

 

 

 

 

 

Lifestyle Trusts

 

See below

 

See below

 

 

 

 

 

Lifestyle PS Series

 

See below

 

See below

 

 

 

 

 

Mid Cap Index Trust

 

Not Applicable

 

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

 

 

 

 

 

Mid Cap Stock Trust

 

Mid Cap Stock Fund

(JHF II)

 

0.875% — first $200 million;

0.850% — next $300 million; and

0.825% — excess over $500 million.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mid Value Trust

 

Mid Value Fund

(JHF II)

 

1.050% — first $50 million; and

0.950% — excess over $50 million.

 

 

 

 

 

Money Market Trust

 

Money Market Fund

(JHF II)

 

0.500% — first $500 million; and

0.470% — excess over $500 million.

 

 

 

 

 

Money Market Trust B

 

Not applicable

 

0.500% — first $500 million; and

0.470% — excess over $500 million.



25




Mutual Shares Trust

 

Mutual Shares Fund

(JHF II)

 

0.960% — first $750 million; and

0.920% — excess over $750 million.


#When Aggregate Net Assets for the Mutual Shares Trust exceed $750 million, the advisory fee is 0.92% on all net assets of the Mutual Shares Trust.

 

 

 

 

 

Natural Resources Trust

 

Natural Resources Fund

(JHF II)

 

1.000% — first $1 billion;

0.975% — next $1 billion;

0.950% — excess over $2 billion.

 

 

 

 

 

New Income Trust

(formerly, “Spectrum Income Trust”)

 

Not Applicable

 

0.800% — first $50 million*;

0.750% — next $50 million*#;

0.675% — next $150 million*;

0.625% — next $250 million*; and

0.600% — excess over $500 million*.


*The annual rate of the advisory fee on all the net assets of the New Income Trust on any day shall not exceed 0.725%.


#When net assets of the New Income Trust exceed $100 million on any day, the annual rate of advisory fee for that day is 0.750% on the first $100 million of net assets of the New Income Trust.

 

 

 

 

 

Real Estate Securities Trust

 

Real Estate Securities Fund
(JHF II)

 

0.700% — at all asset levels.

 

 

 

 

 

Real Return Bond Trust

 

Real Return Bond Fund

(JHF II)

 

0.700% — first $1 billion; and

0.650% — excess over $1 billion.

 

 

 

 

 

Science & Technology Trust

 

Science & Technology Fund
(JHF II)

 

1.050% — first $500 million; and

1.000% — excess over $500 million.

 

 

 

 

 

Short Term Government
Income Trust

 

Short Term Government Income Fund
(JHF II)

 

0.570% — first $250 million; and

0.550% — excess over $250 million.

 

 

 

 

 

Small Cap Growth Trust

 

Small Cap Growth Fund

(JHF II)

 

1.100% — first $100 million;

1.050% — excess over $100 million.



26




   

Small Cap Index Trust

 

Not Applicable

 

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

 

 

 

 

 

Small Cap Opportunities Trust

 

Small Cap Opportunities Fund

(JHF II)

 

1.000% — first $500 million;

0.950% — next $500 million;

0.900% — next $1 billion;

0.850% — excess over $2 billion;

 

 

 

 

 

Small Cap Value Trust

 

Small Cap Value Fund

(JHF II)

 

1.100% — first $100 million;

1.050% — next $500 million; and

1.000% — excess over $600 million.

 

 

 

 

 

Small Company Growth Trust

 

Small Company Growth Fund

 

1.050% — first $250 million; and

1.000% — excess over $250 million.


When Aggregate Net Assets of the following funds exceed $1 billion, the applicable rate is 1.000% on all net assets of the Small Company Growth Trust.

JHVIT

Small Cap Opportunities Trust

International Growth Stock Trust

Value Trust


JHF II

Small Company Growth Fund

Small Cap Opportunities Fund

International Growth Stock Fund

Value Fund

       

Small Company Value Trust

 

Small Company Value Fund
(JHF II)

 

1.050% — first $500 million; and

1.000% — excess over $500 million.

 

 

 

 

 

Strategic Equity Allocation Trust

 

Strategic Equity Allocation Fund
(JHF II)

 

0.675% First $2.5 billion;

0.650% Next $5 billion;

0.625% Next 2.5 billion and

0.600% Excess over $10 billion.

 

 

 

 

 

Strategic Income Opportunities Trust

 

Strategic Income Opportunities Fund

(JHF II)

 

0.700% — first $500 million;

0.650% — next $3 billion; and

0.600% — excess over $3.5 billion



27




   

Total Bond Market Trust B

 

Total Bond Market Trust A

 

0.470% — first $1.5 billion;

0.460% — excess over $1.5 billion

 

 

 

 

 

Total Return Trust

 

Total Return Fund

(JHF II)

 

See below

 

 

 

 

 

Total Stock Market Index Trust

 

Total Stock Market Index Fund
(JHF II)

 

0.490% — first $250 million;

0.480% — next $250 million; and

0.460% — excess over $500 million.

 

 

 

 

 

Ultra Short Term Bond Trust

 

Not applicable

 

0.550% — first $250 million; and

0.530% — excess over $250 million.

 

 

 

 

 

U.S. Equity Trust

 

U.S. Equity Fund

(JHF II)

 

0.780% — first $500 million;

0.760% — next $500 million; and

0.740% — excess over $1 billion.

 

 

 

 

 

Utilities Trust

 

Utilities Fund

(JHF II)

 

0.825% — first $600 million;

0.800% — next $300 million;

0.775% — next $600 million; and

0.700% — excess over $1.5 billion.

 

 

 

 

 

Value Trust

 

Value Fund

(JHF II)

 

0.750% — first $200 million;

0.725% — next $300 million; and

0.650% — excess over $500 million.




28




Capital Appreciation Value Trust


If net assets are less than $500 million, the following fee schedule shall apply:


Portfolio

First $250 million of
Net Assets

Excess Over $250 million of
Net Assets

Capital Appreciation Value Trust

0.950%

0.850%


If net assets equal or exceed $500 million but are less than $2 billion, the following fee schedule shall apply:


Portfolio

First $1 billion of
Net Assets

Excess Over $1 billion of
Net Assets

Capital Appreciation Value Trust

0.850%

0.800%


If net assets equal or exceed $2 billion but are less than $3 billion, the following fee schedule shall apply:


Portfolio

First $500 million of
Net Assets

Excess Over $500 million of
Net Assets

Capital Appreciation Value Trust

0.850%

0.800%


If net assets equal or exceed $3 billion, the following fee schedule shall apply:


Portfolio

All Asset Levels

Capital Appreciation Value Trust

0.800%




29




Total Return Trust


The Adviser shall serve as investment adviser for the Portfolio of the Trust listed below. The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for the Portfolio at an annual rate as follows (the "Adviser Fee").


Pacific Investment Management Company (“PIMCO”) is the Subadviser to the Portfolio


During the period during which PIMCO is the subadviser to the Portfolio, if Relationship Net Assets* equal or exceed $3 Billion, the following fee schedule shall apply:


Portfolio

First

$1 Billion

of Total Return

Net Assets**

Excess Over

$1 Billion

of Total Return

Net Assets**

Total Return Trust

0.700%

0.675%


If Relationship Net Assets* are less than $3 Billion, the following fee schedule shall apply:


Portfolio

All Asset Levels

Total Return Trust

0.700%


*The term Relationship Net Assets shall mean the aggregate net assets of all portfolios of the John Hancock Trust and the John Hancock Funds II that are subadvised by PIMCO. These funds currently include the Total Return Trust, the Real Return Bond Trust and the Global Bond Trust, each a series of the Trust, and the Total Return Fund, the Real Return Bond Fund and the Global Bond Fund, each a series of John Hancock Funds II.


PIMCO is not the Subadviser to the Portfolio


If PIMCO is not the subadviser to the Portfolio, the following fee schedule shall apply:


Portfolio

First

$1 Billion

of Total Return

Net Assets**

Excess Over

$1 Billion

of Total Return

Net Assets**

Total Return Trust

0.700%

0.675%

**The term Total Return Net Assets includes the net assets of the Portfolio. It also includes with respect to the Portfolio the net assets of the Total Return Fund, a series of John Hancock Funds II but only for the period during which the subadviser for the Portfolio also serves as the subadviser for the Total Return Fund. For purposes of determining Total Return Net Assets and calculating the Advisory 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 the Total Return Trust are determined as of the close of business on the previous business day of that fund.


The Adviser 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 Total Return Net Assets divided by (ii) Total Return Net Assets (the “Applicable Annual Fee Rate”). The Adviser Fee for each Portfolio shall be accrued and paid daily to the Adviser for each calendar day.



30




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. Fees shall be paid either by wire transfer or check, as directed by the Adviser.

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.



31




Funds of Funds


The Adviser shall serve as investment adviser for each of the Trusts named below (each a “Fund of Funds”):

Core Strategy Trust

Franklin Templeton Founding Allocation Trust


Lifecycle 2010 Trust

Lifecycle 2015 Trust

Lifecycle 2020 Trust

Lifecycle 2025 Trust

Lifecycle 2030 Trust

Lifecycle 2035 Trust

Lifecycle 2040 Trust

Lifecycle 2045 Trust

Lifecycle 2050 Trust

(collectively, the “Lifecycle Trusts”)


Lifestyle Aggressive Trust

Lifestyle Balanced Trust

Lifestyle Conservative Trust

Lifestyle Growth Trust

Lifestyle Moderate Trust

(collectively, the “Lifestyle Trusts”)


Lifestyle Aggressive PS Series

Lifestyle Balanced PS Series

Lifestyle Conservative PS Series

Lifestyle Growth PS Series

Lifestyle Moderate PS Series

(collectively, the “Lifestyle PS Series”)



___________________


Certain Definitions:


Affiliated Fund Assets” means the net assets or Aggregate Net Assets (as applicable) of a Fund of Funds that are invested in Affiliated Funds.


Affiliated Funds” are any fund of John Hancock Trust (“JHVIT”), John Hancock Funds II (“JHF II”) or John Hancock Funds III (“JHF III”), excluding the following funds of JHVIT: the Money Market Trust B, 500 Index Trust B, International Equity Index Trust B and Total Bond Market Trust B. In the case of Core Fundamental Holdings Trust and Core Global Diversification Trust, Affiliated Funds also includes the funds of American Fund Insurance Series.


Aggregate Net Assets” of a Fund of Funds means the net assets of the Fund of Funds and the net assets of one or more other Funds of JHVIT, JHF II or JHF III, but only with respect to and for so long as such other Fund or Funds are managed by the same subadviser as the Fund of Funds.




32




Other Assets” means the net assets or Aggregate Net Assets, as applicable, of a Fund of Funds that are not invested in Affiliated Funds.


Adviser Fee:


The Trust will pay the Adviser, as full compensation for all services provided under this Agreement with respect to each Fund of Funds, a fee computed separately for each Fund of Funds as follows (the “Adviser Fee”).


The Adviser Fee for each Fund of Funds has two components: (a) a fee on Affiliated Fund Assets; and (b) a fee on Other Assets. Each such fee shall each be accrued and paid daily to the Adviser for each calendar day. The daily Adviser Fee for each Fund of Funds shall be the sum of the daily fee on Affiliated Fund Assets and the daily fee on Other Assets. Fees shall be paid either by wire transfer or check, as directed by the Adviser.


(a) Fee on Affiliated Fund Assets. The fee on Affiliated Fund Assets is stated as an annual percentage of the current value of either the net assets or the Aggregate Net Assets (as applicable) of the Fund of Funds, in each case determined in accordance with the fee schedule set forth below for the Fund of Funds, and that percentage rate (the “Applicable Annual Affiliated Funds Fee Rate”) is applied to the Affiliated Fund Assets of the Fund of Funds. For each day the Applicable Annual Affiliated Funds Fee Rate for the Fund of Funds shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates for Affiliated Fund Assets in the fee schedule to the applicable portions of the net assets or Aggregate Net Assets of the Fund of Funds divided by (ii) the net assets or Aggregate Net Assets, respectively, of the Fund of Funds. The daily fee accrual on Affiliated Fund Assets will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Affiliated Funds Fee Rate, and multiplying this product by the Affiliated Fund Assets of the Fund of Funds.


(b) Fee on Other Assets. The fee on Other Assets is stated as an annual percentage of the current value of either the net assets or the Aggregate Net Assets (as applicable) of the Fund of Funds, in each case determined in accordance with the fee schedule set forth below for the Fund of Funds, and that percentage rate (the “Applicable Annual Other Assets Fee Rate”) is applied to the Other Assets of the Fund of Funds. For each day the Applicable Annual Other Assets Fee Rate for the Fund of Funds shall be equal to (i) the sum of the amounts determined by applying the annual percentage rates for Other Assets in the fee schedule to the applicable portions of the net assets or Aggregate Net Assets of the Fund of Funds, divided by (ii) the net assets or Aggregate Net Assets, respectively, of the Fund of Funds. The daily fee accrual on Other Assets will be computed by multiplying the fraction of one over the number of calendar days in the year by the Applicable Annual Other Assets Fee Rate, and multiplying this product by the Other Assets of the Fund of Funds.


Net assets, Aggregate Net Assets, Affiliated Fund Assets and Other Assets with respect to a Fund of Funds shall be determined as of the close of business on the previous business day of JHVIT for JHVIT Funds, as of the close of business on the previous business day of JHF II for



33




JHF II Funds and as of the close of business on the previous business day of JHF III for JHF III Funds.


If, with respect to any Fund of Funds, this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Affiliated Funds Fee Rate or the Applicable Annual Other Assets 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.


Fee Schedules:


 

 

Rates Applied to Net Assets of the Fund of Funds

Fund of Funds

 

Affiliated Fund Assets

 

Other Assets

 

 

 

First

$500 million

Excess Over
$500 million

 

First

$500 million

Excess Over

$500 million

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Strategy Trust

0.050%

0.040%

 

0.500%

0.490%

 

 

 

 

 

 

Franklin Templeton Founding Allocation Trust

0.050%

0.040%

 

0.500%

0.490%



34




Lifecycle Trusts

 

 

Rates Applied to Aggregate Net Assets of the Fund of
Funds (1)

Fund of Funds

 

Affiliated Fund Assets

 

Other Assets

 

 

 

First

$7.5 billion

Excess Over
$7.5 billion

 

First

$7.5 billion

Excess Over

$7.5 billion

Each Lifecycle Trust

0.060%

0.050%

 

0.510%

0.500%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

_____________________


(1) Aggregate Net Assets. For each Lifecycle Trust, Aggregate Net Assets include the net assets of all the JHVIT Lifecycle Trusts, the net assets of all the JHF II Retirement Choices Portfolios, the net assets of all of the JHF II Retirement Living Portfolios and the net assets of all the JHF II Retirement Living II Portfolios.


Lifestyle Trusts

Lifestyle PS Series

 

 

Rates Applied to Aggregate Net Assets of the Fund of
Funds (1)

Fund of Funds

 

Affiliated Fund Assets

 

Other Assets

 

 

 

First

$7.5 billion

Excess Over
$7.5 billion

 

First

$7.5 billion

Excess Over

$7.5 billion

Each Lifestyle Trust

Each Lifestyle PS Series

0.050%

0.040%

 

0.500%

0.490%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

_________________________

(1) Aggregate Net Assets. For each Lifestyle Trust and each Lifestyle PS Series, Aggregate Net Assets include the net assets of all the JHVIT Lifestyle Trusts, the JHVIT Lifestyle PS Series, the JHF II Lifestyle Portfolios and the JHF II Lifestyle II Portfolios. The JHVIT Lifestyle Trusts are: Lifestyle Aggressive Trust, Lifestyle Balanced Trust, Lifestyle Conservative Trust, Lifestyle Growth Trust and Lifestyle Moderate Trust. The JHVIT Lifestyle PS Series are: Lifestyle Aggressive PS Series, Lifestyle Balanced PS Series, Lifestyle Conservative PS Series, Lifestyle Growth PS Series and Lifestyle Moderate PS Series. The JHF II Lifestyle Portfolios are: the Lifestyle Aggressive Portfolio, Lifestyle Balanced Portfolio, Lifestyle Conservative Portfolio, Lifestyle Growth Portfolio and Lifestyle Moderate Portfolio. The JHF II Lifestyle II Portfolios are: the Lifestyle II Aggressive Portfolio, Lifestyle II Balanced Portfolio, Lifestyle II Conservative Portfolio, Lifestyle II Growth Portfolio and Lifestyle II Moderate Portfolio.





35




JOHN HANCOCK VARIABLE INSURANCE TRUST


AMENDMENT TO SUBADVISORY AGREEMENT

John Hancock Asset Management a division of Manulife Asset Management (US) LLC



AMENDMENT made as of June 25, 2014 to the Subadvisory Agreement dated April 28, 2006, as amended (the "Agreement"), between John Hancock Investment Management Services, LLC, a Delaware limited liability company (the "Adviser"), and John Hancock Asset Management a division of Manulife Asset Management (US) 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 is amended to add the following series (each a “Portfolio”) of John Hancock Variable Insurance Trust (the “Trust”):

a.

Financial Services Trust

b.

Fundamental Value Trust

Appendix A of the Agreement is also amendment to change the funds whose net assets are aggregated for purposes of determining the subadvisory fee for the Fundamental Large Cap Value Trust.

2.

EFFECTIVE DATE

This Amendment shall become effective as to a Portfolio on the later to occur of (i) approval of the Amendment as to the Portfolio by the Board of Trustees of the Trust, (ii) approval of the Amendment by the shareholders of a Portfolio, in the case of the Financial Services Trust and the Fundamental Value Trust, and (iii) execution of the Amendment.

3.

DEFINED TERMS

Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.



36




4.

OTHER TERMS OF THE AGREEMENT

Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.


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:

/s/Philip Fontana

Philip Fontana

Vice President


JOHN HANCOCK ASSET MANAGEMENT A DIVISION OF MANULIFE ASSET MANAGEMENT (US) LLC

By:

/s/Diane Landers

Diane Landers

Chief Operating Officer




37




APPENDIX A

The Subadviser shall serve as investment subadviser for the Portfolios 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). The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement with respect to the Portfolio, the fee computed separately for such Portfolio at an annual rate as follows (the "Subadviser Fee"):

 

 

 

 

 

 

 

 


Portfolio

First $500 Million

of Aggregate Net Assets*

Next $500 Million

of Aggregate Net Assets*

Excess Over

$1 Billion of

Aggregate Net Assets*

Fundamental Value Trust

 

 

 


Portfolio

First $250 Million

of Aggregate Net Assets*

Next $250 Million

of Aggregate Net Assets*

Next $500 Million of Aggregate Net Assets*

Excess Over

$1 Billion of

Aggregate Net Assets*

Financial Services Trust

 

 

 

 


Portfolio

First $2.5 Billion of Aggregate Net Assets*

Next $2.5 Billion of Aggregate Net Assets*

Excess over $5 Billion of Aggregate Net Assets*

Active Bond Trust#

 

 

 

#The subadvisory fee is paid on the portion of the net assets of the Active Bond Trust managed by the Subadviser as the Adviser may assign to the Subadviser from time to time.



Portfolio

First $500 Million

of Aggregate Net Assets*

Next $1 Billion

of Aggregate Net Assets*


Next $1 Billion of Aggregate Net Assets*

Excess Over

$2.5 Billion of

Aggregate Net Assets*

Bond Trust

 

 

 

 

Bond PS Series

 

 

 

 



Portfolio

First $250 Million

of Aggregate Net Assets*

Excess Over

$250 Million of

Aggregate Net Assets*

Short-Term Government Income Trust

 

 



Portfolio

First $2.5 Billion

of Aggregate Net Assets*

Next $5 Billion

of Aggregate Net Assets*


Next $2.5 Billion of Aggregate Net Assets*

Excess Over

$10 Billion of

Aggregate Net Assets*

Strategic Equity Allocation Trust

 

 

 

 

 

 

 

 

 



Portfolio

First $500 Million

of Aggregate Net Assets*

Next $3 Billion

Of Aggregate Net Assets*

Excess Over

$3.5 Billion ofAggregate Net Assets*

Strategic Income Opportunities Trust

 

 

 



Portfolio

First $250 Million

of Aggregate Net Assets*

Excess Over

$250 Million of

Aggregate Net Assets*

Ultra Short Term Bond Trust

 

 


Portfolio

First $2.5 billion

of Aggregate Net Assets*

Excess Over

$2.5 billion of

Aggregate Net Assets*

Fundamental All Cap Core Trust

 

 


Portfolio

First $500 Million

of Aggregate Net Assets*

Next $500 Million

of Aggregate Net Assets*

Excess Over

$1 Billion of

Aggregate Net Assets*

Fundamental Large Cap Value Trust

 

 

 




38




Portfolio

All Asset Levels

Fundamental Holdings Trust

Global Diversification Trust

Core Fundamental Holdings Trust

Core Global Diversification Trust

Core Strategy Trust

Lifecycle 2010 Trust

Lifecycle 2015 Trust

Lifecycle 2020 Trust

Lifecycle 2025 Trust

Lifecycle 2030 Trust

Lifecycle 2035 Trust

Lifecycle 2040 Trust

Lifecycle 2045 Trust

Lifecycle 2050 Trust


Lifestyle Aggressive PS Series

Lifestyle Balanced PS Series

Lifestyle Conservative PS Series

Lifestyle Growth PS Series

Lifestyle Moderate PS Series




Portfolio

First $7.5 billion

of Aggregate Net Assets*

Excess Over

$7.5 billion of

Aggregate Net Assets*

Lifestyle Aggressive Trust

Lifestyle Balanced Trust

Lifestyle Conservative Trust

Lifestyle Growth Trust

Lifestyle Moderate Trust

 

 



Portfolio

All Asset Levels

Franklin Templeton Founding Allocation Trust



*The term Aggregate Net Assets for a given day includes the net assets of a Portfolio of the Trust. It also includes 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 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.

Trust Portfolio(s)

Other Portfolio(s)


Financial Services Trust

Financial Industries, a series of

John Hancock Investment Trust II


Fundamental Value Trust

Fundamental Large Cap Value Trust

Fundamental Large Cap Value Fund,

a series of John Hancock Funds II


Active Bond Trust

Active Bond Fund, a series of John Hancock Funds II



Short-Term Government

Short-Term Government Income Fund, a series of

Income Trust

John Hancock Funds II




39




Strategic Income Opportunities Trust

Strategic Income Opportunities Fund, a series of

John Hancock Funds II


Bond Trust

Bond PS Series


Bond PS Series

Bond Trust


Fundamental All Cap Core Trust

Fundamental All Cap Core Fund, a series of John Hancock Funds II



Fundamental Large Cap Value Trust

Fundamental Large Cap Value Fund, a series of John Hancock Funds II

Fundamental Value Trust



Strategic Equity Allocation Trust

Strategic Equity Allocation Fund,

a series of John Hancock Funds II



Fundamental Holdings Trust

Not Applicable

Global Diversification Trust

Bond Trust

Bond PS Series

Core Fundamental Holdings Trust

Core Global Diversification Trust

Core Strategy Trust

Franklin Templeton Founding Allocation Trust

Lifecycle 2010 Trust

Lifecycle 2015 Trust

Lifecycle 2020 Trust

Lifecycle 2025 Trust

Lifecycle 2030 Trust

Lifecycle 2035 Trust

Lifecycle 2040 Trust

Lifecycle 2045 Trust

Lifecycle 2050 Trust

Lifestyle Balanced PS Series

Lifestyle Conservative PS Series

Lifestyle Growth PS Series

Lifestyle Moderate PS Series

Strategic Allocation Trust

Ultra Short Term Bond Trust


Lifestyle Aggressive Trust

Lifestyle Balanced Trust

Lifestyle Conservative Trust

Lifestyle Growth Trust

Lifestyle Moderate Trust

(collectively, the “JHVIT Lifestyle Trusts”)

For each JHVIT Lifestyle Trust, Aggregate Net Assets include the net assets of all of the JHVIT Lifestyle Trusts, the net assets of all of the JHVIT Lifestyle PS Series, the net assets of all of the JHF




40




II Lifestyle Portfolios and the net assets of the JHF II Lifestyle II Portfolios. The JHVIT Lifestyle PS Series are: Lifestyle Aggressive PS Series, Lifestyle Balanced PS Series, Lifestyle Conservative PS Series, Lifestyle Growth PS Series and Lifestyle Moderate PS Series. The JHF II Lifestyle Portfolios are: the Lifestyle Aggressive Portfolio, Lifestyle Balanced Portfolio, Lifestyle Conservative Portfolio, Lifestyle Growth Portfolio and Lifestyle Moderate Portfolio. The JHF II Lifestyle II Portfolios are: the Lifestyle II Aggressive Portfolio, the Lifestyle II Balanced Portfolio, the Lifestyle II Conservative Portfolio, the Lifestyle II Growth Portfolio and the Lifestyle II Moderate Portfolio.



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 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 ai3ssets 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.




41