June 23, 2016 To the Trustees of John Hancock Funds III Boston, MA 02210 Re: Rule 12b-1 Fee Waiver Letter Agreement
Xxxx Xxxxxxx Funds, LLC
000 Xxxxxxxx Xxxxxx
Boston, MA 02210-2805
June 23, 2016
To the Trustees of
Xxxx Xxxxxxx Funds III
000 Xxxxxxxx Xxxxxx
Boston, MA 02210
Re: Rule 12b-1 Fee Waiver Letter Agreement
With reference to each of the Distribution Plans entered into by and between Xxxx Xxxxxxx Funds, LLC (the “Distributor”) and Xxxx Xxxxxxx Funds III (the “Trust”), on behalf of each of its series listed in Appendix A (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 to the extent necessary to achieve the aggregate Rule 12b-1 distribution and service fees of each Fund as set forth in Appendix A hereto. 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 so to rely.
Sincerely,
XXXX XXXXXXX FUNDS, LLC
By: /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
Chief Financial Officer
Xxxxxx and Accepted
on behalf of Xxxx Xxxxxxx Funds III
| By: | /s/ Xxxxxxx X. Xxxxx |
Xxxxxxx X. Xxxxx
Chief Financial Officer
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 Trust individually but only upon the assets of the Funds.
APPENDIX A
XXXX XXXXXXX FUNDS III
| Fund | Class R4 | Expiration Date of Waiver/Limit |
| Xxxx Xxxxxxx Core High Yield Fund | 0.15% | 8/31/20171 |
| Xxxx Xxxxxxx Disciplined Value Fund | 0.15% | 6/30/2017 |
| Xxxx Xxxxxxx Disciplined Value Mid Cap Fund | 0.15% | 6/30/2017 |
| Xxxx Xxxxxxx International Core Fund | 0.15% | 8/31/20171 |
| Xxxx Xxxxxxx International Growth Fund | 0.15% | 6/30/2017 |
| Xxxx Xxxxxxx International Value Equity Fund | 0.15% | 6/30/2017 |
| Xxxx Xxxxxxx Small Company Fund | 0.15% | 6/30/2017 |
| Xxxx Xxxxxxx Strategic Growth Fund | 0.15% | 6/30/2017 |
1 At the June 20 – 23, 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 Xxxx Xxxxxxx Core High Yield Fund and Xxxx Xxxxxxx International Core Fund to August 31, 2017, each effective upon the current expiration date of June 30, 2017.
