John Hancock Advisers, LLC
Xxxx Xxxxxxx Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
As of September 11, 2012
To the Trustees of
Xxxx Xxxxxxx Bank and Thrift Opportunity Fund
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Expense Limitation Regarding Administration Agreement
With reference to the Administration Agreement, dated August 15, 1994 (“Administration Agreement”), entered into between Xxxx Xxxxxxx Bank and Thrift Opportunity Fund (the “Fund”) and Xxxx Xxxxxxx Advisers, LLC (the “Adviser”), we hereby notify you as follows:
The Adviser agrees to limit its fee applicable to the Administration Agreement to 0.10% annually of the Fund’s average weekly gross assets.
“Gross assets” of the Fund means total assets of the Fund, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility/commercial paper program or other forms of borrowings or the issuance of debt securities), (ii) the issuance of preferred shares or other similar preference securities, and/or (iii) any other means.
The Adviser reserves the right to terminate this limitation in the future.
Very truly yours,
XXxx Xxxxxxx Advisers, LLC
By:/s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Chief Financial Officer