John Hancock Funds, LLC 601 Congress Street Boston, MA 02210-2805
Xxxx Xxxxxxx Funds, LLC 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 |
______ __, 2012
To the Trustees of
Xxxx Xxxxxxx Funds
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxx Xxxxxxx Funds
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: | Form of 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 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 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 distribution and service fees of each
Fund as set forth in Appendix B hereto.
2. 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 Statements 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.
Sincerely,
XXXX XXXXXXX FUNDS, LLC |
||||||
By: | ||||||
Vice President, Finance |
Agreed and Accepted
on behalf of each applicable Trust listed in Appendix A
on behalf of each applicable Trust listed in Appendix A
By: |
||||
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
Government Income Fund
High Yield Fund
Investment Grade Bond Fund
XXXX XXXXXXX CALIFORNIA TAX-FREE INCOME FUND
California Tax-Free Income Fund
California Tax-Free Income Fund
XXXX XXXXXXX CAPITAL SERIES
Classic Value Fund
U. S. Global Leaders Growth Fund
Classic Value Fund
U. S. Global Leaders Growth Fund
XXXX XXXXXXX CURRENT INTEREST
Money Market Fund
Money Market Fund
XXXX XXXXXXX INVESTMENT TRUST
Balanced Fund
Global Opportunities Fund
Large Cap Equity Fund
Small Cap Intrinsic Value Fund
Sovereign Investors Fund
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
Financial Industries Fund
Regional Bank Fund
Small Cap Equity Fund
XXXX XXXXXXX INVESTMENT TRUST III
Greater China Opportunities Fund
Greater China Opportunities Fund
XXXX XXXXXXX MUNICIPAL SECURITIES TRUST
High Yield Municipal Bond Fund
Tax-Free Bond Fund
High Yield Municipal Bond Fund
Tax-Free Bond Fund
XXXX XXXXXXX SERIES TRUST
Mid Cap Equity Fund
Mid Cap Equity Fund
XXXX XXXXXXX SOVEREIGN BOND FUND
Bond Fund
Bond Fund
XXXX XXXXXXX STRATEGIC SERIES
Strategic Income Fund
Strategic Income Fund
XXXX XXXXXXX TAX-EXEMPT SERIES FUND
Massachusetts Tax-Free Income Fund
New York Tax-Free Income Fund
Massachusetts Tax-Free Income Fund
New York Tax-Free Income Fund
APPENDIX B
Classes | Expiration Date of | |||||||||||||||
Fund |
A | B | C | Waiver/Limit | ||||||||||||
Money Market Fund |
0.15 | % | N/A | N/A | 7/31/2013 | 1 | ||||||||||
High Yield Municipal Bond Fund |
0.15 | % | 0.90 | % | 0.90 | % | 9/30/2012 | |||||||||
Tax-Free Bond Fund |
0.15 | % | 0.90 | % | 0.90 | % | 9/30/2012 | |||||||||
California Tax-Free Income Fund |
N/A | 0.90 | % | 0.90 | % | 9/30/2012 | ||||||||||
Massachusetts Tax-Free Income
Fund |
0.15 | % | 0.90 | % | 0.90 | % | 9/30/2012 | |||||||||
New York Tax-Free Income Fund |
0.15 | % | 0.90 | % | 0.90 | % | 9/30/2012 |
1 | At the March 4-7, 2012 meeting of the Board of Trustees of the Trusts, the Distributor notified the Board of, and the Board approved, the extension of the expiration date of the waiver and limit of the Rule 12b-1 distribution and service fees of Class A shares of Money Market Fund set forth above to July 31, 2013, effective upon the current expiration date of July 31, 2012. |