September 26, 2014 To the Trustees of: John Hancock Funds II 601 Congress Street Boston, MA 02210 Re: Amended and Restated Expense Limitation Agreement and Voluntary Expense Limitation Notice With reference to the Amended and Restated Advisory...
| ▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, LLC ▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Services, LLC |
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September 26, 2014
To the Trustees of:
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Boston, MA 02210
Re: Amended and Restated Expense Limitation Agreement and Voluntary Expense Limitation Notice
With reference to the Amended and Restated Advisory Agreement dated September 26, 2008, entered into by and between ▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Services, LLC (”JHIMS”) and ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II (the “Trust”), as amended, and the Advisory Agreements dated December 18, 2013 and January 1, 2014 entered into by and between ▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, LLC (collectively with JHIMS, the “Adviser”) and the Trust, as amended, on behalf of each series of the Trust (each, a “Fund” and collectively, the “Funds”), we hereby notify you as follows:
1. The Adviser agrees to waive its management fee for each Fund or, to the extent necessary, bear other expenses, as set forth in the Appendix attached hereto. As noted in the Appendix, certain waivers are voluntary and may be terminated at any time by the Adviser upon notice to the Trust.
2. We understand and intend that you will rely on this undertaking in overseeing the preparation and filing of Post-effective Amendments to the Registration Statement on Form N-1A for the Trust and the Funds with the Securities and Exchange Commission and in accruing each Fund’s expenses for purposes of calculating its net asset value per share and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and we expressly permit you so to rely.
Very truly yours,
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▇▇▇▇ ▇▇▇▇▇▇▇ ADVISERS, LLC ▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT SERVICES, LLC
By: __________________________ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer
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ACCEPTED BY:
▇▇▇▇ ▇▇▇▇▇▇▇ FUNDS II
By: _______________________ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Financial Officer
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APPENDIX A
Fund Level Contractual Expense Limitations
-- The Adviser contractually agrees to reduce its management fee for each Fund listed below, or if necessary make payment to the Fund, in an amount equal to the amount by which the “ Other Expenses” of the Fund exceed the percentage of average annual net assets (on an annualized basis) of the Fund set forth below. “Other Expenses” means the expenses of the Fund, excluding (a) advisory fees (b) taxes, (c) brokerage commissions, (d) interest expense, (e) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business (f) class specific expenses, (g) underlying fund expenses (“acquired fund fees”) and (h) short dividend expense.
For the following Funds the current expense limitation agreement expires on December 31, 2015 (December 31, 2014 in the case of Lifestyle II Aggressive Portfolio, Lifestyle II Balanced Portfolio, Lifestyle II Growth Portfolio, Lifestyle II Moderate Portfolio and Lifestyle II Conservative Portfolio), unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
| Asia Pacific Total Return Bond Fund | 0.15% | |
| Retirement Living through 2010 Portfolio | 0.05% | |
| Retirement Living through 2015 Portfolio | 0.05% | |
| Retirement Living through 2020 Portfolio | 0.05% | |
| Retirement Living through 2025 Portfolio | 0.05% | |
| Retirement Living through 2030 Portfolio | 0.05% | |
| Retirement Living through 2035 Portfolio | 0.05% | |
| Retirement Living through 2040 Portfolio | 0.05% | |
| Retirement Living through 2045 Portfolio | 0.05% | |
| Retirement Living through 2050 Portfolio | 0.05% | |
| Retirement Living through 2055 Portfolio | 0.05% | |
| Retirement Choices at 2055 Portfolio | 0.05% | |
| Retirement Choices at 2050 Portfolio | 0.05% | |
| Retirement Choices at 2045 Portfolio | 0.05% | |
| Retirement Choices at 2040 Portfolio | 0.05% | |
| Retirement Choices at 2035 Portfolio | 0.05% | |
| Retirement Choices at 2030 Portfolio | 0.05% | |
| Retirement Choices at 2025 Portfolio | 0.05% | |
| Retirement Choices at 2020 Portfolio | 0.05% | |
| Retirement Choices at 2015 Portfolio | 0.05% | |
| Retirement Choices at 2010 Portfolio | 0.05% | |
| Retirement Living through II 2010 Portfolio | 0.05% | |
| Retirement Living through II 2015 Portfolio | 0.05% | |
| Retirement Living through II 2020 Portfolio | 0.05% | |
| Retirement Living through II 2025 Portfolio | 0.05% | |
| Retirement Living through II 2030 Portfolio | 0.05% | |
| Retirement Living through II 2035 Portfolio | 0.05% | |
| Retirement Living through II 2040 Portfolio | 0.05% | |
| Retirement Living through II 2045 Portfolio | 0.05% |
| A-1 |
| Retirement Living through II 2050 Portfolio | 0.05% | ||
| Retirement Living through II 2055 Portfolio | 0.05% | ||
| Lifestyle II Aggressive Portfolio | 0.10% | * | |
| Lifestyle II Growth Portfolio | 0.10% | * | |
| Lifestyle II Balanced Portfolio | 0.10% | * | |
| Lifestyle II Moderate Portfolio | 0.10% | * | |
| Lifestyle II Conservative Portfolio | 0.10% | * | |
| Income Allocation Fund | 0.05% |
| * | 0.10% through December 31, 2014. Effective January 1, 2015, the expense limitation is lowered to 0.05%through December 31, 2015. |
| A-2 |
Special Fund Level Contractual Expense Limitations
The Adviser contractually agrees to waive its advisory fees and/or reimburse certain Expenses including underlying fund expenses ("Acquired fund fees") to reduce the total annual fund operating expenses of the funds listed below. This expense limitation expires on December 31, 2015, unless renewed by mutual agreement of the funds listed below and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
| Fund | |
| Retirement Living through 2010 Portfolio | 0.26% |
| Retirement Living through 2015 Portfolio | 0.24% |
| Retirement Living through 2020 Portfolio | 0.22% |
| Retirement Living through 2025 Portfolio | 0.20% |
| Retirement Living through 2030 Portfolio | 0.20% |
| Retirement Living through 2035 Portfolio | 0.20% |
| Retirement Living through 2040 Portfolio | 0.20% |
| Retirement Living through 2045 Portfolio | 0.20% |
| Retirement Living through 2050 Portfolio | 0.20% |
| Retirement Living through 2055 Portfolio | 0.20% |
| A-3 |
APPENDIX B
Class Specific Contractual Expense Limitations
For each Fund listed in the table below, the Adviser contractually agrees to waive and/or reimburse all class specific expenses for the share classes of the Fund listed in the table below, including Rule 12b-1 fees, transfer agency fees and service fees, shareholder servicing fees, blue-sky fees, and printing and postage fees and other class specific expenses (“Class Level Expenses”), to the extent they exceed the amount of average annual net assets (on an annualized basis) attributable to the class set forth in the table (the “Class Expense Waiver”).
For purposes of implementing any total fund operating expense limitations set forth in the tables in Appendix D in addition to a Class Expense Waiver for the same share class, the Class Expense Waiver will be applied first and if following the application of the Class Expense Waiver to the extent that “Expenses” of the share class (as described in Appendix D) exceed the percentage of average annual net assets (on an annualized basis) attributable to the class as set forth in the table in Appendix D (the “Class Total Operating Contractual Expense Limitation”), the Adviser contractually agrees to reduce its management fee or, if necessary, make payment to the class in an amount equal to the amount by which “Expenses” (as described in Appendix D) of the share class exceed the Class Total Operating Contractual Expense Limitation.
The current expense limitation agreements expire on the dates specified, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
| Fund | Class R6 | Expiration Date of Expense Limit |
| Absolute Return Currency Fund (formerly Currency Strategies Fund) | 0.00% | November 30, 2015 |
| Emerging Markets Fund | 0.00% | December 31, 2015 |
| Floating Rate Income Fund | 0.00% | December 31, 2015 |
| Global Absolute Return Strategies Fund | 0.00% | November 30, 2015 |
| Natural Resources Fund | 0.00% | December 31, 2015 |
| Small Cap Value Fund | 0.00% | December 31, 2015 |
| Strategic Income Opportunities Fund | 0.00% | December 31, 2015 |
| B-1 |
Special Class Specific Waivers
Redwood Fund
Income Allocation Fund
The Adviser contractually agrees to waive and/or reimburse all transfer agency fees and service fees for Class R6 shares of Redwood Fund to the extent they exceed 0.00% of average annual net assets (on an annualized basis) attributable to Class R6 shares. This expense waiver expires on December 31, 2015, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
The Adviser contractually agrees to waive and/or reimburse all transfer agency fees and service fees for Class R6 shares of Income Allocation Fund to the extent they exceed 0.00% of average annual net assets (on an annualized basis) attributable to Class R6 shares. This expense waiver expires on December 31, 2015, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
| B-2 |
APPENDIX C
Class Specific Voluntary Expense Limitations
For each Fund listed in the table below, the Adviser voluntarily agrees to waive and/or reimburse all class specific expenses for the share classes of the Fund listed in the table below, including Rule 12b-1 fees, transfer agency fees and service fees, shareholder servicing fees, blue-sky fees, and printing and postage fees and other class specific expenses (“Class Level Expenses”), to the extent they exceed the amount of average annual net assets (on an annualized basis) attributable to the class set forth in the table (the “Class Voluntary Expense Waiver”).
For purposes of implementing any total fund operating expense limitations set forth in the tables in Appendix E in addition to a Class Voluntary Expense Waiver for the same share class, the Class Voluntary Expense Waiver will be applied first and if following the application of the Class Voluntary Expense Waiver to the extent that “Expenses” of the share class (as described in Appendix E) exceed the percentage of average annual net assets (on an annualized basis) attributable to the class as set forth in the table in Appendix E (the “Class Total Operating Voluntary Expense Limitation”), the Adviser agrees to reduce its management fee or, if necessary, make payment to the class in an amount equal to the amount by which “Expenses” (as described in Appendix E) of the share class exceed the Class Total Operating Voluntary Expense Limitation.
The Adviser may terminate these voluntary waivers at any time upon notice to the Trust.
| Fund | Class R6 | Effective Date of Expense Limit |
| N/A |
| C-1 |
APPENDIX D
Class Level Contractual Total Operating Expense Limitations
For each Fund listed in the table below, the Adviser contractually agrees to reduce its management fee or, if necessary, make payment to each of the following share classes of the Fund in an amount equal to the amount by which “Expenses” of the share class exceed the percentage of average annual net assets (on an annualized basis) attributable to the class as outlined in the table below.
“Expenses” means all fund level and class specific operating expenses, excluding (a) taxes, (b) brokerage commissions, (c) interest expense, (d) underlying fund expenses (“acquired fund fees”), (e) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business and (f) short dividend expense. The current expense limitation agreements expire on the dates specified, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
| Fund | Class A | Class B | Class C |
Class I |
Class R1 | Class R2 | Class R3 | Class R4 | Class R5 | Class R6 | Class NAV |
Expiration Date of Expense Limit (except as otherwise noted) |
| Absolute Return Currency Fund (formerly Currency Strategies Fund) |
1.60%
(expires 11/30/14) |
N/A |
2.25%
|
N/A | N/A | N/A | N/A | N/A | N/A |
1.05%
(expires 11/30/14)
See Appendix B |
N/A |
November 30, 2015
|
| Emerging Markets Debt Fund |
1.35%
|
N/A |
2.30%
|
1.04%
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | December 31, 2015 |
|
Fundamental All Cap Core Fund
|
1.30%
|
N/A |
2.00%
|
0.94%
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A |
November 30, 2015
|
|
Fundamental Large Cap Core Fund
|
1.30%
|
N/A | N/A |
0.94%
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A |
November 30, 2015
|
| D-1 |
| Fund | Class A | Class B | Class C |
Class I |
Class R1 | Class R2 | Class R3 | Class R4 | Class R5 | Class R6 | Class NAV |
Expiration Date of Expense Limit (except as otherwise noted) |
|
Fundamental Large Cap Value Fund
|
1.30%
|
N/A |
2.00%
|
0.94%
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A |
November 30, 2015
|
| Global Absolute Return Strategies Fund | N/A | N/A | N/A | N/A | N/A | 2.00% | N/A | N/A | N/A |
1.50%
(expires 11/30/14)
See Appendix B |
N/A |
November 30, 2015
|
| Global Income Fund |
1.35%
|
N/A | N/A |
1.04%
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | November 30, 2015 |
| International Growth Equity Fund | 1.35% | N/A | N/A | 1.10% | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
November 30, 2015 |
| International Small Company Fund |
1.63%
|
N/A |
2.35%
|
1.23%
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | December 31, 2015 |
| Emerging Markets Fund | N/A | N/A |
2.35%
|
N/A | N/A | N/A | N/A | N/A | N/A |
1.22%
(expires 12/31/14)
See Appendix B
|
N/A |
December 31, 2015
|
|
Floating Rate Income Fund
|
1.20% | 1.95% |
1.95%
|
N/A | N/A | N/A | N/A | N/A | N/A |
0.81%
See Appendix B
|
N/A |
December 31, 2015
|
| D-2 |
| Fund | Class A | Class B | Class C |
Class I |
Class R1 | Class R2 | Class R3 | Class R4 | Class R5 | Class R6 | Class NAV |
Expiration Date of Expense Limit (except as otherwise noted) |
| Short Duration Credit Opportunities Fund (formerly Multi Sector Bond Fund) |
1.21%
|
N/A |
2.00%
|
0.90%
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | November 30, 2015 |
|
Natural Resources Fund
|
1.58% | N/A | N/A |
1.38%
|
N/A | N/A | N/A | N/A | N/A |
1.28%
See Appendix B
|
N/A |
December 31, 2015
|
| Strategic Income Opportunities Fund |
1.15%
|
N/A |
1.85%
|
N/A
|
N/A |
1.20%
|
N/A | N/A | N/A |
0.83%
(expires 12/31/14)
See Appendix B |
N/A |
December 31, 2015
|
| U.S. Equity Fund |
1.35%
|
N/A |
2.05%
|
0.89%
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A |
December 31, 2015
|
| Small Cap Value Fund |
1.60%
|
N/A | N/A |
1.30%
|
N/A | N/A | N/A | N/A | N/A |
1.20% (expires 12/31/14)
|
N/A | December 31, 2015 |
| Redwood Fund | 1.70% | N/A | 2.40% | 1.40% | N/A | N/A | N/A | N/A | N/A | N/A | N/A | December 31, 2015 |
| Technical Opportunities Fund | N/A | N/A |
2.50%
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | November 30, 2015 |
| Global Equity Fund | 1.50% | N/A | N/A | 1.20% | N/A | N/A | N/A | N/A | N/A | N/A | N/A | December 31, 2015 |
| D-3 |
APPENDIX E
Voluntary Total Operating Expense Limitations
For each Fund listed in the table below, the Adviser voluntarily agrees to reduce its management fee or, if necessary, make payment to each of the following share classes of the Fund in an amount equal to the amount by which “Expenses” of the share class exceed the percentage of average annual net assets (on an annualized basis) attributable to the class as outlined in the table below.
“Expenses” means all fund level and class specific operating expenses, excluding (a) taxes, (b) brokerage commissions, (c) interest expense, (d) underlying fund expenses (“acquired fund fees”), (e) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business and (f) short dividend expense. The Adviser may terminate these voluntary waivers at any time upon notice to the Trust.
| Fund | Class A | Class B | Class C |
Class I |
Class R1 | Class R2 | Class R3 | Class R4 | Class R5 | Class R6 | Class NAV | Effective Date of Expense Limit |
| China Emerging Leaders Fund | 1.70% | N/A | N/A | 1.37% | N/A | N/A | N/A | N/A | N/A | N/A | 1.26% |
December 19, 2013
|
| Diversified Strategies Fund | 1.70% | N/A | N/A | 1.39% | N/A | N/A | N/A | N/A | N/A | N/A | N/A | September 20, 2013 |
| Global Equity Fund | 1.35% | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | March 15, 2013 |
| E-1 |
APPENDIX F
Fund Level Investment Management Fee Waivers
International Value Fund
Natural Resources Fund
Small Cap Opportunities Fund
The Adviser contractually agrees to waive its management fee for each Fund in an amount equal to the amount by which the management fee retained by the Adviser after payment of the subadvisory fees for the Fund exceeds 0.45% as a percentage of average annual net assets (on an annualized basis) of the Fund. The current expense limitation agreement expires on December 31, 2015, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
Strategic Equity Allocation Fund
The Adviser voluntarily agrees to waive its management fee for the Funds in an amount equal to the amount by which the management fee retained by the Adviser after payment of the subadvisory fees for the Fund exceeds 0.45% as a percentage of average annual net assets (on an annualized basis) of the Fund. The Adviser may terminate this voluntary waiver at any time upon notice to the Trust.
Strategic Income Opportunities Fund
Effective July 1, 2014, the Adviser contractually agrees to reduce its management fee (after giving effect to asset-based breakpoints) by 0.02% as a percentage of average annual net assets of the Fund. The current expense limitation agreement expires on December 31, 2015, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
Income Allocation Fund
The Adviser contractually agrees to waive its management fee for the Fund so that the aggregate management fee retained by the Adviser with respect to both the Fund and its underlying investments (after payment of subadvisory fees) does not exceed 0.45% of the Fund’s average annual net assets. The current expense limitation agreement expires on December 31, 2015, unless renewed by mutual agreement of the fund and the advisor based upon a determination that this is appropriate under the circumstances at that time.
| F-1 |
APPENDIX G
Retirement Living Portfolios’ Class Only Expense Limitation Agreement
Retirement Living Portfolios
-- The Adviser contractually agrees to reduce its management fee or, if necessary, make payment to each of the following share classes of each of the Retirement Living Portfolios and Retirement Living II Portfolios set forth below in an amount equal to the amount by which the “Expenses” of the share class exceed the percentage of average annual net assets (on an annualized basis) attributable to the class as set forth in the table below. “Expenses” means all expenses attributable to a class of shares, excluding fund level expenses such as (a) advisory fees, (b) underlying fund expenses (“acquired fund fees”), (c) taxes, (d) brokerage commissions, (e) interest expense, (f) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Portfolio’s business and (g) short dividend expense. This expense limitation agreement expires on December 31, 2015, (December 31, 2014 in the case of Class 1 shares for Retirement Living through II 2010 – 2050 portfolios) unless renewed by mutual agreement of the Portfolio and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
| Portfolio | Class A | Class R1 |
Class R2
|
Class R3 | Class R4 | Class R5 | Class R6 | Class I |
| Retirement Living through 2055 | 0.50% | 0.75% |
0.50%
|
0.65% |
0.25%
|
0.05% | 0.00% | N/A |
| Retirement Living through 2050 | 0.50% | 0.75% |
0.50%
|
0.65% |
0.25%
|
0.05% | 0.00% | N/A |
| Retirement Living through 2045 | 0.50% | 0.75% |
0.50%
|
0.65% |
0.25%
|
0.05% | 0.00% | N/A |
| Retirement Living through 2040 | 0.50% | 0.75% |
0.50%
|
0.65% |
0.25%
|
0.05% | 0.00% | N/A |
| Retirement Living through 2035 | 0.50% | 0.75% |
0.50%
|
0.65% |
0.25%
|
0.05% | 0.00% | N/A |
| Retirement Living through 2030 | 0.50% | 0.75% |
0.50%
|
0.65% |
0.25%
|
0.05% | 0.00% | N/A |
| Retirement Living through 2025 | 0.50% | 0.75% |
0.50%
|
0.65% |
0.25%
|
0.05% | 0.00% | N/A |
| Retirement Living through 2020 | 0.50% | 0.75% |
0.50%
|
0.65% |
0.25%
|
0.05% | 0.00% | N/A |
| Retirement Living through 2015 | 0.50% | 0.75% |
0.50%
|
0.65% |
0.25%
|
0.05% | 0.00% | N/A |
| Retirement Living through 2010 | 0.50% | 0.75% |
0.50%
|
0.65% |
0.25%
|
0.05% | 0.00% | N/A |
Special Fund Level Contractual Expense Limitations
Retirement Living Portfolios
The Adviser contractually agrees to waive its advisory fees and/or reimburse certain Expenses including underlying fund expenses ("Acquired fund fees") to reduce the total annual fund operating expenses of the funds by the amounts listed below. These expense limitations expire on December 31, 2015, unless renewed by mutual agreement of the funds listed below and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
| Fund | |
| Retirement Living through 2010 Portfolio | 0.26% |
| Retirement Living through 2015 Portfolio | 0.24% |
| Retirement Living through 2020 Portfolio | 0.22% |
| Retirement Living through 2025 Portfolio | 0.20% |
| Retirement Living through 2030 Portfolio | 0.20% |
| Retirement Living through 2035 Portfolio | 0.20% |
| Retirement Living through 2040 Portfolio | 0.20% |
| Retirement Living through 2045 Portfolio | 0.20% |
| Retirement Living through 2050 Portfolio | 0.20% |
| Retirement Living through 2055 Portfolio | 0.20% |
| G-1 |
| Portfolio | Class 1 | Class R1 |
Class R2
|
Class R3 | Class R4 | Class R5 | Class R6 | Class I |
| Retirement Living through II 2055 | N/A | N/A |
0.50%
|
N/A |
0.25%
|
N/A | 0.00% | N/A |
| Retirement Living through II 2050 | 0.05% | N/A |
0.50%
|
N/A |
0.25%
|
N/A | 0.00% | N/A |
| Retirement Living through II 2045 | 0.05% | N/A |
0.50%
|
N/A |
0.25%
|
N/A | 0.00% | N/A |
| Retirement Living through II 2040 | 0.05% | N/A |
0.50% |
N/A |
0.25%
|
N/A | 0.00% | N/A |
| Retirement Living through II 2035 | 0.05% | N/A |
0.50%
|
N/A |
0.25%
|
N/A | 0.00% | N/A |
| Retirement Living through II 2030 | 0.05% | N/A |
0.50%
|
N/A |
0.25%
|
N/A | 0.00% | N/A |
| Retirement Living through II 2025 | 0.05% | N/A |
0.50%
|
N/A |
0.25%
|
N/A | 0.00% | N/A |
| Retirement Living through II 2020 | 0.05% | N/A |
0.50%
|
N/A |
0.25%
|
N/A | 0.00% | N/A |
| Retirement Living through II 2015 | 0.05% | N/A |
0.50%
|
N/A |
0.25%
|
N/A | 0.00% | N/A |
| Retirement Living through II 2010 | 0.05% | N/A |
0.50%
|
N/A |
0.25%
|
N/A | 0.00% | N/A |
| G-2 |
APPENDIX H
Lifestyle Portfolios’ Class Only Expense Limitation Agreement
Lifestyle Portfolios
-- The Adviser contractually agrees to reduce its management fee or, if necessary, make payment to each of the following share classes of each of the five Lifestyle Portfolios in an amount equal to the amount by which the “Expenses” of the share class exceed the percentage of average annual net assets (on an annualized basis) attributable to the class as follows:
| Class A | Class B | Class C | Class R1 | Class R2 | Class R3 | Class R4 | Class R5 | Class R6 |
| 0.41% |
1.30%
|
N/A | N/A |
0.56%
|
N/A | N/A | N/A | 0.00% |
“Expenses” means all expenses attributable to a class of shares, excluding fund level expenses such as (a) advisory fees, (b) underlying fund expenses (“acquired fund fees”), (c) taxes, (d) brokerage commissions, (e) interest expense, (f) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Portfolio’s business and (g) short dividend expense. The current expense limitation agreement expires on April 30, 2015, unless renewed by mutual agreement of the Portfolio and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
Lifestyle II Portfolios
-- The Adviser contractually agrees to reduce its management fee or, if necessary, make payment to each of the following share classes of each of the five Lifestyle II Portfolios in an amount equal to the amount by which the “Expenses” of the share class exceed the percentage of average annual net assets (on an annualized basis) attributable to the class as follows:
| Class A | Class B | Class C | Class R1 | Class R2 | Class R3 | Class R4 | Class R5 | Class R6 |
| N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 0.10% |
“Expenses” means all expenses attributable to a class of shares, excluding fund level expenses such as (a) advisory fees, (b) underlying fund expenses (“acquired fund fees”), (c) taxes, (d) brokerage commissions, (e) interest expense, (f) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Portfolio’s business and (g) short dividend expense. The current expense limitation agreement expires on December 31, 2015 unless renewed by mutual agreement of the Portfolio and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
| H-1 |
APPENDIX I
Retirement Choices Portfolios’ Class Only Expense Limitation Agreement
Retirement Choices at 2055 Portfolio
Retirement Choices at 2050 Portfolio
Retirement Choices at 2045 Portfolio
Retirement Choices at 2040 Portfolio
Retirement Choices at 2035 Portfolio
Retirement Choices at 2030 Portfolio
Retirement Choices at 2025 Portfolio
Retirement Choices at 2020 Portfolio
Retirement Choices at 2015 Portfolio
Retirement Choices at 2010 Portfolio
-- The Adviser contractually agrees to reduce its management fee or, if necessary, make payment to each of the following share classes of the Retirement Portfolios in an amount equal to the amount by which the “Expenses” of the share class exceed the percentage of average annual net assets (on an annualized basis) attributable to the class as set forth in the table below. “Expenses” means all expenses attributable to a class of shares, excluding fund level expenses such as (a) advisory fees, (b) underlying fund expenses (“acquired fund fees”), (c) taxes, (d) brokerage commissions, (e) interest expense, (f) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Portfolio’s business and (g) short dividend expense. The current expense limitation agreement expires on December 31, 2015, unless renewed by mutual agreement of the Portfolio and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
| Class R1 | Class R2 | Class R4 | Class R6 |
|
0.75%
|
0.50%
|
0.25%
|
0.00%
|
| I-1 |
APPENDIX J
Voluntary Advisor Waiver Agreement
▇. ▇▇▇▇ Price Subadvised Funds
The Adviser has voluntarily agreed to reduce the management fee for each of the following funds subadvised by ▇. ▇▇▇▇ Price Associates, Inc. by the amount that the subadvisory fee is reduced for the fund by ▇. ▇▇▇▇ Price Associates, Inc. pursuant to the Amended and Restated Group Fee Waiver Agreement between ▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Services, LLC and ▇. ▇▇▇▇ Price Associates, Inc. dated September 30, 2011.
Blue Chip Growth Fund
Capital Appreciation Value Fund
Equity-Income Fund
Health Sciences Fund
Mid Value Fund
Real Estate Equity Fund
Science & Technology Fund
Small Company Value Fund
Spectrum Income Fund
Deutsche Bank Subadvised Funds
Effective June 1, 2013, the Adviser has voluntarily agreed to reduce the management fee for each of the following funds subadvised by Deutsche Investment Management Americas Inc. (“Deutsche”) by the amount that the subadvisory fee for the fund is reduced by Deutsche pursuant to the Deutsche fee letter agreement dated May 13, 2013.
Global Real Estate Fund
Real Estate Securities Fund
This voluntary expense reimbursement will continue in effect until terminated at any time by the Adviser on notice to the Trust.
| J-1 |
APPENDIX K
Alternative Asset Allocation Expense Limitation Agreement
Alternative Asset Allocation Fund
The Adviser contractually agrees to reduce its management fee for the Fund, or if necessary make payment to the Fund, in an amount equal to the amount by which the “Other Expenses” of the Fund exceed 0.04% as a percentage of average annual net assets (on an annualized basis) of the Fund. “Other Expenses” means all the expenses of the Fund, excluding (a) taxes, (b) brokerage commissions, (c) interest expense, (d) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business (e) advisory fees, (f) 12b-1 fees, (g) transfer agency fees and service fees, (h) blue-sky fees, (i) printing and postage fees, (j) underlying fund expenses (“acquired fund fees”) and (k) short dividend expense. The current expense limitation agreement expires on December 31, 2015, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
The Adviser contractually agrees to reduce its management fee or, if necessary, make payment to each of the following share classes of the Fund in an amount equal to the amount by which the “Expenses” of the share class exceed the percentage of average annual net assets (on an annualized basis) attributable to the class as set forth in the table below. “Expenses” means all expenses attributable to a class of shares, excluding fund level expenses such as (a) advisory fees, (b) underlying fund expenses (“acquired fund fees”), (c) taxes, (d) brokerage commissions, (e) interest expense, (f) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business and (g) short dividend expense. This expense limitation agreement expires on December 31, 2015, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
| Class A | Class C | Class I | Class R2 | Class R4 | Class R6 |
| N/A | N/A | N/A |
0.67%
|
0.42%
|
0.00% |
The Adviser contractually agrees, effective January 1, 2015, to reduce its advisory fee that would be payable by the Fund by 0.05% of the Fund's average daily net assets up to $5 billion, and by 0.025% on average daily net assets of the Fund over $5 billion. This expense limitation agreement expires on December 31, 2015, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
The Adviser contractually agrees to reduce its management fee by 0.10% as a percentage of average annual net assets (on an annualized basis) of the Fund. The current expense limitation agreement expires on December 31, 2014, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
| K-1 |
APPENDIX L
Voluntary Advisor Waiver Agreements
Lifestyle Portfolios
The Adviser voluntarily agrees to waive its advisory fee for each Lifestyle Portfolio (each a “Fund”) so that the aggregate advisory fee retained by the Adviser with respect to both the Fund and its underlying investments (after payment of subadvisory fees) does not exceed 0.50% of the Fund’s first $7.5 billion of average annual net assets and 0.49% of the Fund’s average annual net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time upon notice to the Trust.
Retirement Living Portfolios
The Adviser voluntarily agrees to waive its advisory fee for each Retirement Living Portfolio (each a “Fund”) so that the aggregate advisory fee retained by the Adviser with respect to both the Fund and its underlying investments (after payment of subadvisory fees) does not exceed 0.51% of the Fund’s first $7.5 billion of average annual net assets and 0.50% of the Fund’s average annual net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time upon notice to the Trust.
Retirement Living II Portfolios
The Adviser voluntarily agrees to waive its advisory fee for each Retirement Living II Portfolio (each a “Fund”) so that the aggregate advisory fee retained by the Adviser with respect to both the Fund and its underlying investments (after payment of subadvisory fees) does not exceed 0.51% of the Fund’s first $7.5 billion of average annual net assets and 0.50% of the Fund’s average annual net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time upon notice to the Trust.
Retirement Choices Portfolios
The Adviser voluntarily agrees to waive its advisory fee for each Retirement Choices Portfolio (each a “Fund”) so that the aggregate advisory fee retained by the Adviser with respect to both the Fund and its underlying investments (after payment of subadvisory fees) does not exceed 0.51% of the Fund’s first $7.5 billion of average annual net assets and 0.50% of the Fund’s average annual net assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time upon notice to the Trust.
Alternative Asset Allocation Fund
The Adviser voluntarily agrees to waive its advisory fee for the Fund so that the aggregate advisory fee retained by the Adviser with respect to both the Fund and its underlying investments (after payment of subadvisory fees) does not exceed 0.60% of the Fund’s average annual net assets. The Adviser may terminate this voluntary waiver at any time upon notice to the Fund.
| L-1 |
Total Return Fund
Effective June 1, 2013, the Adviser voluntarily agrees to reduce its advisory fee that would be payable by the Total Return Fund (after giving effect to asset-based breakpoints) by 0.02% of the Total Return Fund's average daily net assets. The Adviser may terminate this voluntary waiver at any time upon notice to the Total Return Fund.
Alpha Opportunities Fund
Effective June 1, 2013, the Adviser voluntarily agrees to reduce its advisory fee that would be payable by the Alpha Opportunities Fund (after giving effect to asset-based breakpoints) by 0.03% of the Alpha Opportunities Fund's average daily net assets. The Adviser may terminate this voluntary waiver at any time upon notice to the Alpha Opportunities Fund.
Natural Resources Fund
Effective June 1, 2013, the Adviser voluntarily agrees to reduce its advisory fee that would be payable by the Natural Resources Fund (after giving effect to asset-based breakpoints) by 0.03% of the Natural Resources Fund's average daily net assets. The Adviser may terminate this voluntary waiver at any time upon notice to the Natural Resources Fund.
Effective March 20, 2014, the Adviser also voluntarily agrees to limit its advisory fee to 0.99% of the Natural Resources Fund’s average daily net assets (before giving effect to other waivers/reimbursements). The Adviser may terminate this voluntary waiver at any time upon notice to the Natural Resources Fund.
Mid Cap Value Index Fund
Effective June 1, 2013, the Adviser voluntarily agrees to reduce its advisory fee that would be payable by the Mid Cap Value Index Fund (after giving effect to asset-based breakpoints) by 0.15% of the Mid Cap Value Index Fund's average daily net assets. The Adviser may terminate this voluntary waiver at any time upon notice to the Mid Cap Value Index Fund.
Funds Listed in Appendix A
The Adviser voluntarily agrees to reduce its management fee for each Fund, or if necessary make payment to the Fund, in an amount equal to the amount by which the “Expenses” of the Fund exceed the percentage of average annual net assets (on an annualized basis) of the Fund listed in Attachment A. “Expenses” means all the expenses of the Fund, excluding (a) taxes, (b) brokerage commissions, (c) interest expense, (d) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business (e) advisory fees, (f) 12b-1 fees, (g) transfer agency fees and service fees, (h) blue-sky fees, (i) printing and postage fees, (j) underlying fund expenses (“acquired fund fees”) and (k) short dividend expense. This voluntary expense reimbursement will continue in effect until terminated at any time by the Adviser on notice to the Trust.
| L-2 |