JOHN HANCOCK DECLARATION TRUST 101 Huntington Avenue Boston, MA 02199 John Hancock Funds, Inc. 101 Huntington Avenue Boston, MA 02199 Ladies and Gentlemen: Pursuant to Section 13 of the Distribution Agreement dated as of July 22, 1996 between John...

                         XXXX XXXXXXX DECLARATION TRUST
                              000 Xxxxxxxxxx Xxxxxx
                                Xxxxxx, XX 00000



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

Ladies and Gentlemen:

         Pursuant to Section 13 of the  Distribution  Agreement dated as of July
22, 1996 between Xxxx Xxxxxxx  Declaration  Trust (the "Trust") and Xxxx Xxxxxxx
Funds,  Inc.,  please be advised that the Trust has  established a new series of
its shares,  namely,  Xxxx Xxxxxxx V.A. Financial  Industries 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 DECLARATION TRUST



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

Dated:  May 1, 1997