EX-99.77Q1 OTHR EXHB 4 amndinvadvcntrct.htm AMENDMENT TO INVSTMNT ADVISORY CONTRACT

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JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II

AMENDMENT TO INVESTMENT ADVISORY CONTRACT

     It is hereby agreed that on May 6, 2008, the Board of Trustees of John Hancock Patriot Premium Dividend Fund II (the “Fund”) voted to amend Section 5 of the Fund’s Investment Advisory Contract dated May 6, 1992, effective September 3, 2008 as follows:

5.		Compensation of the Adviser. For all services to be rendered, facilities furnished and
		expenses paid or assumed by you as herein provided, the Fund will pay you monthly, a
		fee equal to .50 of 1% annually of the Fund’s averaged weekly managed assets plus 5%
		of the Fund’s weekly grow income. The Adviser and the Fund acknowledge that the
		Adviser is also furnishing to the Fund office space, facilities, equipment and personnel
		under an Administrative Agreement of even date for which it receives separate
		compensation.

“Managed assets” means the total assets of the Fund (including all assets attributable to

any form of investment leverage that may be outstanding) minus the sum of accrued

liabilities (other than any liabilities relating to any form of investment leverage). For the

elimination of doubt, and without limiting the generality of the foregoing, liabilities with

respect to borrowings used for investment leverage, the principle amount of any debt

securities issued by the Fund, and/or the liquidation preference of any preferred shares

issued by the Fund shall not be deducted from total assets for purposes of determining

managed assets. The parties hereto distinguish between “traditional investment

leverage,” such as bank debt and preferred share issuance, and “notional leverage,” such

as leverage that results from certain transactions, such as selling securities short or

engaging in reverse repurchase agreements. The parties hereto understand the term

“investment leverage” in the definition to refer to “traditional investment leverage” and

not to “notional leverage.”

Executed this 3^rd of September 2008

JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II

By:		/s/Keith F. Hartstein
		Name:		Keith F. Hartstein
		Title:		President and Chief Executive Officer

JOHN HANCOCK ADVISERS, LLC

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