John Hancock Advisors, LLC 601 Congress Street Boston, MA 02210
EXHIBIT
(13)(e)
Xxxx Xxxxxxx Advisors, LLC 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 |
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[ ],
2009
To the Trustees of:
Xxxx Xxxxxxx Investment Trust II
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxx Xxxxxxx Investment Trust II
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Expense Limitation Agreement and Voluntary Expense Limitation Notice
With reference to the Advisory Agreement dated July 1, 2009, entered into by and between Xxxx
Xxxxxxx Advisors, LLC (the “Adviser”) and Xxxx Xxxxxxx Investment Trust II (the “Trust”), 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 contractually waive advisory fees and/or reimburse expenses for each
class shares of the Fund as set forth in Appendix A hereto.
2. The Adviser has voluntarily agreed to waive advisory fees and/or reimburse expenses for the
Fund as set forth in Appendix B hereto.
3. 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, in accruing each Fund’s expenses for
purposes of calculating its net and gross asset value per share, and for other purposes permitted
under Form N-1A and/or the Investment Company Act of 1940, as amended, and we expressly permit you
so to rely.
Very truly yours,
XXXX XXXXXXX ADVISORS, LLC
By: |
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Chief Financial Officer | ||||
By: |
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Xxxxxxx Xxxxx | ||||
Senior Vice President |
APPENDIX A
Xxxx Xxxxxxx Small Cap Equity Fund
Total Fund Operating Expense Limitations
For purposes of this Appendix:
“Expenses” means all the expenses of a class of shares of the Fund (including those expenses of the
Fund attributable to such class) but excluding: (i) taxes; (ii) portfolio brokerage commissions;
(iii) interest; (iv) litigation and indemnification expenses and other extraordinary expenses not
incurred in the ordinary course of the Fund’s business; (v) acquired fees; (vi) short dividend
expense; and (vii) fees under any agreements or plans of the Fund dealing with services for
shareholders and others with beneficial interests in shares of the Trust.
“Expense Limit” means the percentage of average annual net assets (on an annualized basis)
attributable to a class of shares of the Fund set forth below.
The Adviser agrees to waive advisory fees and/or make payment to a specific class of shares of the
Fund (up to the amount of the expenses relating solely to such class of shares), in an amount equal
to the amount by which the Expenses of such class of shares exceed the Expense Limit for such class
set forth in the table below.
The Expense Limit for the classes of shares of the Fund indicated below for the purposes of this
Appendix shall be as follows:
Classes: | ||||||||||||||||
Fund: | A | B | C | I | ||||||||||||
Small Cap Equity Fund |
1.64 | % | 2.34 | % | 2.34 | % | 1.09 | % |
This Expense Limit is conditional upon the approval of the reorganization of the Xxxx Xxxxxxx Small
Cap Fund (the “Acquired Fund”), a series of Xxxx Xxxxxxx Equity Trust, into the Xxxx Xxxxxxx Small
Cap Equity Fund, a series of the Trust, by shareholders of the Acquired Fund. Upon approval by
shareholders, this Expense Limit will become effective on December 11, 2009, the proposed date of
the reorganization, and shall continue in effect until December 31, 2010.
A-1
APPENDIX B
Xxxx Xxxxxxx Financial Industries Fund
Voluntary Limit on Total Operating Expenses
For purposes of this Appendix:
“Expenses” means all the expenses of a class of shares of the Fund (including those expenses of the
Fund attributable to such class) but excluding: (i) taxes; (ii) portfolio brokerage commissions;
(iii) interest; (iv) litigation and indemnification expenses and other extraordinary expenses not
incurred in the ordinary course of the Fund’s business; (v) acquired fees; (vi) short dividend
expense; and (vii) fees under any agreements or plans of the Fund dealing with services for
shareholders and others with beneficial interests in shares of the Trust.
“Expense Limit” means the percentage of average annual net assets (on an annualized basis)
attributable to a class of shares of the Fund set forth below.
The Adviser agrees to waive advisory fees and/or make payment to a specific class of shares of the
Fund (up to the amount of the expenses relating solely to such class of shares), in an amount equal
to the amount by which the Expenses of such class of shares exceed the Expense Limit for such class
set forth in the table below.
The Expense Limit for classes of shares of the Fund indicated below for the purposes of this
Appendix shall be as follows:
Classes: | ||||||||||||
Fund: | A | B | C | |||||||||
Financial Industries Fund |
1.39 | % | 2.09 | % | 2.09 | % |
This Expense Limit is voluntary and can be terminated at any time by the Adviser on notice to the
Trust.
B-1