JOHN HANCOCK INVESTMENT TRUST II 101 Huntington Avenue Boston, MA 02199 John Hancock Funds, Inc. 101 Huntington Avenue Boston, MA 02199 Ladies and Gentlemen: Pursuant to Section 14 of the Distribution Agreement dated as of November 13, 1996 between...

                        XXXX XXXXXXX INVESTMENT TRUST II
                              000 Xxxxxxxxxx Xxxxxx
                                Xxxxxx, XX 00000



Xxxx Xxxxxxx Funds, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX  00000

Ladies and Gentlemen:

         Pursuant to Section 14 of the Distribution Agreement dated as of
November 13, 1996 between Xxxx Xxxxxxx Investment Trust II (the "Trust") and
Xxxx Xxxxxxx Funds, Inc., please be advised that the Trust has established a new
series of its shares, namely, Xxxx Xxxxxxx Special Value Fund (the "Fund"), and
please be further advised that the Trust desires to retain Xxxx Xxxxxxx Funds,
Inc. to serve as distributor and principal underwriter under the Distribution
Agreement for the Fund.

         Please indicate your acceptance of this responsibility by signing this
letter as indicated below.



XXXX XXXXXXX FUNDS, INC.            XXXX XXXXXXX INVESTMENT TRUST II



By:  /s/Xxxxxx X. Xxxxxxxx, Xx.                      By: /s/ Xxxx X. Xxxxxxx
     --------------------------                         --------------------
       Chairman, President & CEO                              President


Dated:  October 31, 1998


s:\funds\invtrsii\distramd.doc