John Hancock Advisers, LLC

Exhibit 99.(h).10

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

December 18, 2013

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, Appendix D and Appendix E 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 F and Appendix G hereto.

3. We understand and intend that the Trusts 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 the Trusts so to rely.

	Very truly yours,

	XXXX XXXXXXX ADVISERS, LLC

	By:
		Xxxxxxx X. Xxxx
		Chief Financial Officer

Agreed and Accepted

on behalf of each applicable Trust listed in Appendix A

By:
	Xxxxxxx X. 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 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

TRUSTS and Funds

XXXX XXXXXXX XXXX TRUST

Xxxx Xxxxxxx Global Conservative Absolute Return Fund

Xxxx Xxxxxxx Global Short Duration Credit Fund

Xxxx Xxxxxxx Government Income Fund

Xxxx Xxxxxxx High Yield Fund

Xxxx Xxxxxxx Investment Grade Bond Fund

XXXX XXXXXXX CALIFORNIA TAX-FREE INCOME FUND

Xxxx Xxxxxxx California Tax-Free Income Fund

XXXX XXXXXXX CAPITAL SERIES

Xxxx Xxxxxxx Classic Value Fund

Xxxx Xxxxxxx U.S. Global Leaders Growth Fund

XXXX XXXXXXX CURRENT INTEREST

Xxxx Xxxxxxx Money Market Fund

XXXX XXXXXXX INVESTMENT TRUST

Xxxx Xxxxxxx Balanced Fund

Xxxx Xxxxxxx Enduring Equity Fund

Xxxx Xxxxxxx Global Opportunities Fund

Xxxx Xxxxxxx Large Cap Equity Fund

Xxxx Xxxxxxx Seaport Fund

Xxxx Xxxxxxx Small Cap Core Fund

Xxxx Xxxxxxx Small Cap Intrinsic Value Fund

Xxxx Xxxxxxx Sovereign Investors Fund

XXXX XXXXXXX INVESTMENT TRUST II

Xxxx Xxxxxxx Financial Industries Fund

Xxxx Xxxxxxx Regional Bank Fund

Xxxx Xxxxxxx Small Cap Equity Fund

XXXX XXXXXXX INVESTMENT TRUST III

Xxxx Xxxxxxx Greater China Opportunities Fund

XXXX XXXXXXX MUNICIPAL SECURITIES TRUST

Xxxx Xxxxxxx High Yield Municipal Bond Fund

Xxxx Xxxxxxx Tax-Free Bond Fund

XXXX XXXXXXX SOVEREIGN BOND FUND

Xxxx Xxxxxxx Xxxx Fund

XXXX XXXXXXX STRATEGIC SERIES

Xxxx Xxxxxxx Income Fund

XXXX XXXXXXX TAX-EXEMPT SERIES FUND

Xxxx Xxxxxxx Massachusetts Tax-Free Income Fund

Xxxx Xxxxxxx New York Tax-Free Income Fund

X-0

XXXXXXXX X

Fund Level Contractual Expense Limitations

For purposes of the first part of this Appendix:

“Expenses” means all the expenses of a Fund excluding: (i) taxes; (ii) portfolio brokerage commissions; (iii) interest expense; (iv) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business; (v) acquired fund fees and expenses paid indirectly; (vi) short dividend expense; (vii) Rule 12b-1 fees; (viii) transfer agency fees; and (ix) 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:

Fund		Annual Expense Limit		Expiration Date of 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 expense; (iv) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business; (v) acquired fund fees and expenses paid indirectly; (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:

Classes

Expiration
Date of
Expense

Fund

Xxxxx

Xxxxxxxx Equity Fund

1.90

N/A

1.60

X/X

1.50

2/28/2015¹

Financial Industries Fund

N/A

2.15

X/X

2/28/2015

Global Xxxxxxxxxxxxx Xxxx

X/X

1.61

N/A

1.10

2/28/2015²

Greater China Opportunities Fund

N/A

1.34

%³

X/X

2/28/2015³

Large Cap Equity Fund

N/A

1.83

%⁴

1.83

%⁴

0.78

%⁴

X/X

2/28/2016⁴

Small Cap Intrinsic Value Fund

X/X

N/A

1.10

%²

2/28/2015²

U.S. Global Leaders Growth Fund

1.30

2.05

0.99

N/A

1.40

N/A

0.85

%²

2/28/2014

for Class A,

Class B,

Class C,

Class I,

Class R2

2/28/2015

for Class

R6²

Bond Fund

See below

N/A

See below

N/A

0.57% and see below

9/30/2014

Global Conservative Absolute Return Fund

1.50

N/A

1.19

X/X

1.10

9/30/2014

Government Income Fund

0.98

X/X

N/A

9/30/2014

High Yield Fund

N/A

0.72

X/X

9/30/2014

For Xxxx Xxxxxxx Xxxx Fund, the Adviser and its affiliates agree to waive a portion of their fees and/or reimburse certain Expenses in order to reduce the total annual fund operating expenses for Class A, Class B, Class C, Class I, Class R2 and Class R6 shares by 0.05% of the Fund’s average daily net assets. These fee waivers and/or expense reimbursements expire on September 30, 2014, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at the time.*

* At the June 24-26, 2013 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the expiration date (to September 30, 2014) of the fee waiver and/or expense reimbursement arrangement, effective upon the current expiration date of September 30, 2013.

¹At the December 16-18, 2013 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the fee waiver and/or expense reimbursement arrangement for Class A, Class I and Class R6 shares of the Fund with an expiration date of February 28, 2015, effective as of the commencement of the Fund’s operations.

² At the December 16-18, 2013 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 fee waiver and/or expense reimbursement arrangements for the Funds listed above to February 28, 2015, each effective upon the current expiration date of February 28, 2014.

³ At the December 16-18, 2013 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, an increase in the fee waiver and/or expense reimbursement arrangement for Class I shares of Greater China Opportunities Fund (from 1.31% to 1.34%) with an expiration date of February 28, 2015, effective upon the current expiration date of February 28, 2014.

⁴If approved by its shareholders, Sovereign Investors Fund is scheduled to reorganize into Large Cap Equity Fund on May 2, 2014. At the December 16-18, 2013 meeting of the Board of Trustees of the Trusts, the Adviser notified, and the Board approved, the fee waiver and/or expense reimbursement arrangements for Class B, Class C and Class I shares of Large Cap Equity Fund listed above if the merger is approved by shareholders of Sovereign Investors Fund, effective upon the closing date of the reorganization, with an expiration date of February 28, 2016.

C-1

APPENDIX D

Class Specific Expense Contractual Limitations

For purposes of this Appendix:

The Adviser contractually agrees to reduce its management fee or, if necessary, make payment to each of the following share classes of the Fund in an amount equal to the amount by which “Expenses” of the share class exceed the percentage of average annual net assets (on an annualized basis) attributable to the class as set forth in the table below. “Expenses” means all the expenses attributable to a class of shares, excluding fund level expenses such as (a) advisory fees, (b) acquired fund fees and expenses paid indirectly, (c) taxes, (d) brokerage commissions, (e) interest expense, (f) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business and (g) short dividend expense.

Fund

Classes
X

Xxxxxxxxxx
Date of
Expense
Limit

Balanced Fund

N/A

1.30

%¹

X/X

0.00

%²

2/28/2015

Classic Value Fund

N/A

1.30

%¹

X/X

0.00

%²

2/28/2015

Enduring Equity Fund

X/X

N/A

0.00

%²

2/28/2015

Financial Industries Fund

N/A

1.30

%¹

X/X

2/28/2015

Global Opportunities Fund

N/A

1.30

%¹

X/X

0.00

%²

2/28/2015

Greater China Opportunities Fund

N/A

1.30

%¹

X/X

N/A

2/28/2015

Large Cap Equity Fund

N/A

1.30

%¹

X/X

0.00

%²

2/28/2015

Regional Bank Fund

N/A

1.30

%¹

X/X

N/A

2/28/2015

Seaport Fund

0.55

%³

N/A

0.25

%³

X/X

See below

⁴

2/28/2015

Small Cap Equity Fund

N/A

1.30

%¹

X/X

0.00

%²

2/28/2015

Small Cap Intrinsic Value Fund

N/A

1.30

%¹

X/X

0.00

%²

2/28/2015

Sovereign Investors Fund

N/A

1.30

%¹

X/X

2/28/2015

U.S. Global Leaders Growth Fund

N/A

1.30

%¹

X/X

0.00

%²

2/28/2015

Bond Fund

X/X

N/A

0.00

%²

9/30/2015

Global Conservative Absolute Return Fund

X/X

N/A

0.00

%²

9/30/2015

Income Fund

X/X

0.00

%²

9/30/2015

¹At the December 16-18, 2013 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the fee waiver and/or expense reimbursement arrangement for Class B shares of the Funds listed above with an expiration date of February 28, 2015, each effective as of March 1, 2014.

² At the December 16-18, 2013 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, a fee waiver and/or expense reimbursement arrangement for Class R6 shares of the Funds listed above which will be voluntary for the period from January 1, 2014 to January 31, 2014 and contractual for the period from February 1, 2014 to February 28, 2015.

³ At the December 16-18, 2013 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the fee waiver and/or expense reimbursement arrangement for Class A and Class I shares of the Fund, with an expiration date of February 28, 2015, effective as of the commencement of the Fund’s operations.

⁴At the December 16-18, 2013 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, (i) a contractual fee waiver and/or expense reimbursement arrangement of 0.10% for Class R6 shares of the Fund with an expiration date of February 28, 2015, effective as of the commencement of the Fund’s operations and (ii) a fee waiver and/or expense reimbursement arrangement of 0.00% for Class R6 shares which will be voluntary for the period from January 1, 2014 to January 31, 2014 and contractual for the period from February 1, 2014 to February 28, 2015.

D-1

APPENDIX E

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, 2014.*

* At the March 17-20, 2013 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 July 31, 2014) of the management fee limitation, effective upon the current expiration date of July 31, 2013.

The Adviser agrees to limit Xxxx Xxxxxxx Government Income Fund’s management fee to a maximum annual rate of 0.53% of the Fund’s average daily net assets. The limitation will continue until at least September 30, 2014.**

** At the June 24-26, 2013 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the expiration date (to September 30, 2014) of the management fee limitation, effective upon the current expiration date of September 30, 2013.

E-1

APPENDIX F

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:

Fund		Annual Expense Limit		Expiration Date of Expense Limit*
None

* 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

APPENDIX G

Class Level Voluntary Limit on Total Operating Expenses

For purposes of this Appendix:

“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 Expense Limit for the classes of shares of the Fund indicated below for the purposes of this Appendix shall be as follows:

Fund

Classes
X

Xxxxxxxxxx
Date of
Expense
Limit*

Global Short Duration Credit Fund

1.35

N/A

1.04

X/X

High Yield Fund

N/A

1.82

X/X

Financial Industries Fund

N/A

2.15

X/X

N/A

Small Cap Core Fund

1.50

N/A

1.20

X/X

*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.

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.

G-1

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