March 23, 2017 To the Trustees of John Hancock Funds II 601 Congress Street Boston, MA 02210 Re: Class R4 Rule 12b-1 Fee Waiver Letter Agreement
| Xxxx Xxxxxxx Funds, LLC |
| 000 Xxxxxxxx Xxxxxx |
| Boston, MA 02210-2805 |
March 23, 2017
To the Trustees of
Xxxx
Xxxxxxx Funds II
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Class R4 Rule 12b-1 Fee Waiver Letter Agreement
With reference to the Distribution Plan entered into by and between Xxxx Xxxxxxx Funds, LLC (the “Distributor”) and Xxxx Xxxxxxx Funds II (the “Trust’), on behalf of Class R4 shares of certain series thereof (each, a “Fund” and collectively, the “Funds”), we hereby notify you as follows:
1. The Distributor agrees to contractually waive and limit its Rule 12b-1 distribution fees and/or service fees applicable to Class R4 shares of the Funds set forth in Appendix A hereto to the extent necessary to achieve the aggregate distribution and service fees and for the period set forth in such Appendix. The expense waiver agreements expire on the dates specified, unless renewed by mutual agreement of the Fund and the Distributor based upon a determination that this is appropriate under the circumstances at that time.
2. We understand and intend that the Trust will rely on this undertaking in overseeing the preparation and filing of Post-effective Amendments to the Registration Statements 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 the Trust to so rely.
| Sincerely, | ||
| XXXX XXXXXXX FUNDS, LLC | ||
| By: | /s/Xxxxxxx X. Xxxx | |
| Xxxxxxx X. Xxxx | ||
| Vice President, Finance | ||
Agreed and Accepted
| By: | /s/Xxxxxxx Xxxxx |
| Xxxxxxx
Xxxxx Chief Financial Officer, Xxxx Xxxxxxx Funds II |
A copy of the document establishing the Trust is filed with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed by the officer in his capacity as such and 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
| Fund | Class R4 | Expiration Date |
| Rule 12b-1 Fee | ||
| Alternative Asset Allocation Fund | 0.15% | December 31, 2017 |
| Multi-Index Income Preservation Portfolio (formerly Retirement Choices Income Portfolio) | 0.15% | December 31, 2017 |
| Multi-Index 2020 Preservation Portfolio (formerly Retirement Choices at 2020 Portfolio) | 0.15% | December 31, 2017 |
| Multi-Index 2025 Preservation Portfolio (formerly Retirement Choices at 2025 Portfolio) | 0.15% | December 31, 2017 |
| Multi-Index 2030 Preservation Portfolio (formerly Retirement Choices at 2030 Portfolio) | 0.15% | December 31, 2017 |
| Multi-Index 2035 Preservation Portfolio (formerly Retirement Choices at 2035 Portfolio) | 0.15% | December 31, 2017 |
| Multi-Index 2040 Preservation Portfolio (formerly Retirement Choices at 2040 Portfolio) | 0.15% | December 31, 2017 |
| Multi-Index 2045 Preservation Portfolio (formerly Retirement Choices at 2045 Portfolio) | 0.15% | December 31, 2017 |
| Multi-Index 2050 Preservation Portfolio (formerly Retirement Choices at 2050 Portfolio) | 0.15% | December 31, 2017 |
| Multi-Index 2055 Preservation Portfolio (formerly Retirement Choices at 2055 Portfolio) | 0.15% | December 31, 2017 |
| Multi-Index 2060 Preservation Portfolio (formerly Retirement Choices at 2060 Portfolio) | 0.15% | December 31, 2017 |
| Multimanager Lifestyle Aggressive Portfolio (formerly Lifestyle Aggressive Portfolio) | 0.15%1 | April 30, 20181 |
| Multimanager Lifestyle Growth Portfolio (formerly Lifestyle Growth Portfolio) | 0.15%1 | April 30, 20181 |
| Multimanager Lifestyle Balanced Portfolio (formerly Lifestyle Balanced Portfolio) | 0.15%1 | April 30, 20181 |
| Multimanager Lifestyle Moderate Portfolio (formerly Lifestyle Moderate Portfolio) | 0.15%1 | April 30, 20181 |
| Multimanager Lifestyle Conservative Portfolio (formerly Lifestyle Conservative Portfolio) | 0.15%1 | April 30, 20181 |
| Multi-Index 2010 Lifetime Portfolio (formerly Retirement Living through II 2010 Portfolio) | 0.15%2 | December 31, 20182 |
| Multi-Index 2015 Lifetime Portfolio (formerly Retirement Living through II 2015 Portfolio) | 0.15%2 | December 31, 20182 |
| Multi-Index 2020 Lifetime Portfolio (formerly Retirement Living through II 2020 Portfolio) | 0.15%2 | December 31, 20182 |
| Multi-Index 2025 Lifetime Portfolio (formerly Retirement Living through II 2025 Portfolio) | 0.15%2 | December 31, 20182 |
| Multi-Index 2030 Lifetime Portfolio (formerly Retirement Living through II 2030 Portfolio) | 0.15%2 | December 31, 20182 |
| Multi-Index 2035 Lifetime Portfolio (formerly Retirement Living through II 2035 Portfolio) | 0.15%2 | December 31, 20182 |
| Multi-Index 2040 Lifetime Portfolio (formerly Retirement Living through II 2040 Portfolio) | 0.15%2 | December 31, 20182 |
1 At the December
6-8, 2016 meeting of the Board of Trustees of the Trust, the Distributor
notified the Board of, and the Board approved, the extension of the waivers and
limits of the Rule 12b-1 distribution fees and/or service fees for Class R4
shares of the Funds set forth above to April 30, 2018, each effective upon the
current expiration date of April 30, 2017.
2 At the March 21-23, 2017 meeting of
the Board of Trustees of the Trust, the Distributor notified the Board of, and
the Board approved, the waivers and limits of the Rule 12b-1 distribution fees
and/or service fees for Class R4 shares of the Funds set forth above with an
expiration date of December 31, 2018, each effective March 31, 2017.
| Multi-Index 2045 Lifetime Portfolio (formerly Retirement Living through II 2045 Portfolio) | 0.15%2 | December 31, 20182 |
| Multi-Index 2050 Lifetime Portfolio (formerly Retirement Living through II 2050 Portfolio) | 0.15%2 | December 31, 20182 |
| Multi-Index 2055 Lifetime Portfolio (formerly Retirement Living through II 2055 Portfolio) | 0.15%2 | December 31, 20182 |
| Multi-Index 2060 Lifetime Portfolio (formerly Retirement Living through II 2060 Portfolio) | 0.15%2 | December 31, 20182 |
| Multimanager 2010 Lifetime Portfolio (formerly Retirement Living through 2010 Portfolio) | 0.15% | December 31, 2017 |
| Multimanager 2015 Lifetime Portfolio (formerly Retirement Living through 2015 Portfolio) | 0.15% | December 31, 2017 |
| Multimanager 2020 Lifetime Portfolio (formerly Retirement Living through 2020 Portfolio) | 0.15% | December 31, 2017 |
| Multimanager 2025 Lifetime Portfolio (formerly Retirement Living through 2025 Portfolio) | 0.15% | December 31, 2017 |
| Multimanager 2030 Lifetime Portfolio (formerly Retirement Living through 2030 Portfolio) | 0.15% | December 31, 2017 |
| Multimanager 2035 Lifetime Portfolio (formerly Retirement Living through 2035 Portfolio) | 0.15% | December 31, 2017 |
| Multimanager 2040 Lifetime Portfolio (formerly Retirement Living through 2040 Portfolio) | 0.15% | December 31, 2017 |
| Multimanager 2045 Lifetime Portfolio (formerly Retirement Living through 2045 Portfolio) | 0.15% | December 31, 2017 |
| Multimanager 2050 Lifetime Portfolio (formerly Retirement Living through 2050 Portfolio) | 0.15% | December 31, 2017 |
| Multimanager 2055 Lifetime Portfolio (formerly Retirement Living through 2055 Portfolio) | 0.15% | December 31, 2017 |
| Multimanager 2060 Lifetime Portfolio (formerly Retirement Living through 2060 Portfolio) | 0.15% | December 31, 2017 |
| New Opportunities Fund | 0.15% | December 31, 2017 |
| Global Equity Fund | 0.15% | December 31, 2017 |
| Absolute Return Currency Fund | 0.15% | November 30, 2017 |
| Fundamental All Cap Core Fund | 0.15% | November 30, 2017 |
| Fundamental Large Cap Value Fund | 0.15% | November 30, 2017 |
| Short Duration Credit Opportunities Fund | 0.15% | November 30, 2017 |
| Emerging Markets Debt Fund | 0.15% | December 31, 2017 |
