John Hancock Advisers, LLC 601 Congress Street Boston, MA 02210


Xxxx Xxxxxxx Advisers, LLC 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000

June 8, 2010

To the Trustees of
Xxxx Xxxxxxx Funds
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000

Re: Expense Limitation Letter Agreement and Voluntary Expense Limitation Notice

With reference to each of the Advisory Agreements entered into by and between Xxxx Xxxxxxx Advisers, LLC (the “Adviser”) and each of the trusts listed in Appendix A to this letter (each, a “Trust” and collectively, the “Trusts”), on behalf of each of their respective series listed in Appendix A (each, a “Fund” and collectively, the “Funds”), we hereby notify you as follows:

1. The Adviser agrees to contractually waive its advisory fees and, to the extent necessary, reimburse other expenses of each Fund as set forth in Appendix B, Appendix C and Appendix D hereto.

2. The Adviser agrees to voluntarily waive its advisory fees and, to the extent necessary, reimburse other expenses of each Fund as set forth in Appendix E and Appendix F 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 Trusts 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 ADVISERS, LLC
	By:	/s/ Xxxxxxx X. Xxxx
		Xxxxxxx X. Xxxx
		Chief Financial Officer

Agreed and Accepted
on behalf of each applicable Trust listed in Appendix A


By:	/s/ Xxxxxxx Xxxxx
	Xxxxxxx Xxxxx
	Chief Financial Officer

A copy of the document establishing each Trust is filed with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed by the officer not as an individual and is not binding upon any of the Trustees, officers or shareholders of the Trusts individually but only upon the assets of the Funds.

APPENDIX A

TRUSTS and Funds

XXXX XXXXXXX XXXX TRUST

Government Income Fund
High Yield Fund
Investment Grade Bond Fund

XXXX XXXXXXX CALIFORNIA TAX-FREE INCOME FUND

California Tax-Free Income Fund

XXXX XXXXXXX CAPITAL SERIES

Classic Value Fund
U. S. Global Leaders Growth Fund

XXXX XXXXXXX CURRENT INTEREST

Money Market Fund

XXXX XXXXXXX INVESTMENT TRUST

Balanced Fund
Global Opportunities Fund
Large Cap Equity Fund
Small Cap Intrinsic Value Fund
Sovereign Investors Fund

XXXX XXXXXXX INVESTMENT TRUST II

Financial Industries Fund
Regional Bank Fund
Small Cap Equity Fund

XXXX XXXXXXX INVESTMENT TRUST III

Greater China Opportunities Fund

XXXX XXXXXXX MUNICIPAL SECURITIES TRUST

High Yield Municipal Bond Fund
Tax-Free Bond Fund

XXXX XXXXXXX SERIES TRUST

Mid Cap Equity Fund

XXXX XXXXXXX SOVEREIGN BOND FUND

Bond Fund

XXXX XXXXXXX STRATEGIC SERIES

Strategic Income Fund

XXXX XXXXXXX TAX-EXEMPT SERIES FUND

Massachusetts Tax-Free Income Fund
New York Tax-Free Income Fund

X-0

XXXXXXXX X

Fund Level Contractual Expense Limitations

For purposes of this Appendix:

“Expenses” means all the expenses of a Fund 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) underlying fund expenses; (vi) Rule 12b-1 fees; (vii) transfer agency fees; and (viii) 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 a Fund’s average annual net assets (on an annualized basis) set forth below.

The Adviser agrees to waive advisory fees and, to the extent necessary, reimburse other expenses of the Fund, in an amount equal to the amount by which the Expenses of such Fund exceed the Expense Limit for such Fund set forth in the table below.

The Expense Limit for each of the Funds indicated below for the purposes of this Appendix shall be as follows:


		Expiration Date of
Fund	Annual Expense Limit	Expense Limit
None

B-1

APPENDIX C

Class Level Contractual 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) underlying fund expenses; (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 Fund.

“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, to the extent necessary, reimburse expenses 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:


																									Expiration
	Classes																								Date of
Fund	A			B			C			I			R1			R3			R4			R5			Expense Limit
Small Cap Equity Fund		1.64	%		2.34	%		2.34	%		1.09	%		N/A			N/A			N/A			N/A			2/28/2011
Financial Industries Fund		1.50	%		2.20	%		2.20	%		1.02	%		N/A			N/A			N/A			N/A			2/28/2011
Classic Value Fund		1.33	%		2.08	%		2.08	%		0.94	%		1.83	%		1.73	%		1.43	%		1.13	%		2/28/2011
Balanced Fund		N/A			N/A			N/A			N/A			1.63	%		1.53	%		1.23	%		0.93	%		2/28/2011
U.S. Global Leaders Growth Fund		1.30	%		2.05	%		2.05	%		0.85	%		N/A			N/A			N/A			N/A			2/28/2011
Mid Cap Equity Fund		1.38	%		2.05	%		2.05	%		0.95	%		X/X			X/X			X/X			X/X			0/00/0000
Xxxxxxx Xxxxx Opportunities Fund		N/A			N/A			N/A			1.53	%		N/A			N/A			N/A			N/A			2/28/2011
Large Cap Equity Fund		N/A			N/A			N/A			N/A			1.61	%		1.51	%		1.21	%		0.91	%		2/28/2011

C-1

Expiration

Classes

Date of

Fund

Expense Limit

Strategic Income Fund

N/A

1.23

%¹

1.13

%²

0.83

%²

0.53

%²

9/30/2011

^{1, 2}

Government Income Fund

1.09

1.84

X/X

9/30/2011

Investment Grade Bond Fund

0.98

1.73

0.57

N/A

9/30/2011

Massachusetts Tax-Free Income Fund

0.95

1.65

X/X

0/00/0000

⁰

Xxx Xxxx Tax-Free Income Fund

0.94

1.64

X/X

9/30/2011


¹		At the June 6-8, 2010 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the fee waiver and expense reimbursement arrangement of Class R1 shares of Strategic Income Fund with an expiration date of September 30, 2011, effective July 1, 2010.

²		At the June 6-8, 2010 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the expiration date (to September 30, 2011) and the lowering of the Expense Limit of the fee waiver and expense reimbursement arrangements of Class R3, Class R4 and Class R5 shares of Strategic Income Fund (from 1.25% to 1.13% for Class R3 shares, 0.95% to 0.83% for Class R4 shares and 0.65% to 0.53% for Class R5 shares), effective upon the current expiration date of June 30, 2010.

³		At the June 6-8, 2010 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the fee waiver and expense reimbursement arrangements of Government Income Fund, Investment Grade Bond Fund, Massachusetts Tax-Free Income Fund and New York Tax-Free Income Fund as listed above with an expiration date of September 30, 2011, each effective July 1, 2010.

C-2

APPENDIX D

Fund Level Contractual Investment Management Fee Waivers

The Adviser agrees to limit Xxxx Xxxxxxx Money Market Fund’s management fee to a maximum annual rate of 0.40% of the Fund’s average daily net assets. The limitation will continue until at least July 31, 2011.*


*		At the June 6-8, 2010 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the expiration date of the management fee limitation to July 31, 2011, effective upon the current expiration date of July 31, 2010.

The Adviser agrees to limit Xxxx Xxxxxxx Government Income Fund’s management fee to a maximum annual rate of 0.55% of the Fund’s average daily net assets. The limitation will continue until at least September 30, 2011.**


**		At the June 6-8, 2010 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the expiration date of the management fee limitation to September 30, 2011, effective upon the current expiration date of September 30, 2010.

D-1

APPENDIX E

Fund Level Voluntary Limit on Total Operating Expenses

For purposes of this Appendix:

“Expense Limit” means the percentage of a Fund’s average annual net assets (on an annualized basis) set forth below.

The Expense Limit for each of the Funds indicated below for the purposes of this Appendix shall be as follows:


				Expiration Date of
Fund	Annual Expense Limit			Expense Limit*
Mid Cap Equity Fund		0.95	%	Voluntary
U.S. Global Leaders Growth Fund		0.82	%	Voluntary


*		These fee waivers and/or expense reimbursements are voluntary and may be amended or terminated at any time by the Adviser on notice to the Trust.

E-1

APPENDIX F

Class Level Voluntary Limit on Total Operating Expenses

For Xxxx Xxxxxxx Money Market Fund, the Adviser and its affiliates may voluntarily waive a portion of their fees (including, but not limited to, distribution and service (Rule 12b-1) fees) and/or reimburse certain expenses to the extent necessary to assist the Fund in attempting to avoid a negative yield. These fee waivers and/or expense reimbursements are voluntary and may be amended or terminated at any time by the Adviser on notice to the Trust.

F-1

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