John Hancock Investment Management Services, LLC 601 Congress Street Boston, MA 02210
Exhibit h(11)
Xxxx Xxxxxxx Investment Management Services, LLC 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 |
 |
December 17, 2009
To the Trustees of:
Xxxx Xxxxxxx Funds II
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxx Xxxxxxx Funds II
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
| Re: Amended and Restated Expense Limitation Agreement and Voluntary Expense Limitation Notice | ||
With reference to the Advisory Agreement dated October 17, 2005, as amended, entered into by and
between Xxxx Xxxxxxx Investment Management Services, LLC (the “Adviser”) and Xxxx Xxxxxxx Funds II
(the “Trust”), on behalf of each series of the Trust (each, a “Fund” and collectively, the
“Funds”), we hereby notify you as follows:
1. The Adviser agrees to waive its management fee for each Fund and, to the extent necessary, bear
other expenses, as set forth in the Appendix attached hereto. As noted in the Appendix, certain
waivers are voluntary and may be terminated at any time by the Adviser upon notice to the Trust.
2. We understand and intend that you 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 Trust
and the Funds with the Securities and Exchange Commission and in accruing each Fund’s expenses for
purposes of calculating its net 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 you so to rely.
Very truly yours,
XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC
| By: | /s/ Xxxxxxx Xxxxx | |||
| Xxxxxxx Xxxxx | ||||
| Vice President | ||||
APPENDIX
Short Term Government Income Fund
Core Diversified Growth & Income Portfolio
Core Fundamental Holdings Portfolio
Core Global Diversification Portfolio
Core Diversified Growth & Income Portfolio
Core Fundamental Holdings Portfolio
Core Global Diversification Portfolio
— The Adviser contractually agrees to reduce its management fee for the Fund, or if necessary make
payment to the Fund, in an amount equal to the amount by which the “ Other Expenses” of the Fund
exceed the percentage of average annual net assets (on an annualized basis) of the Fund set forth
below. “Other Expenses” means the expenses of the Fund, excluding (a) taxes, (b) brokerage
commissions, (c) interest expense, (d) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Fund’s business (e) 12b-1 fees,
(f) transfer agent fees, (g) blue-sky fees, (h) printing and postage, (i) underlying fund expenses
(“acquired fees”) and (j) short dividend. This expense reimbursement will continue in effect until
December 31, 2010 and thereafter until terminated by the Adviser on notice to the Trust.
Short Term Government Income Fund |
0.08 | % | ||
Core Diversified Growth & Income Portfolio |
0.06 | % | ||
Core Fundamental Holdings Portfolio |
0.06 | % | ||
Core Global Diversification Portfolio |
0.06 | % |
2
Floating Rate Income Fund
— The Adviser contractually agrees to make payment to each of the following share classes of the
Fund in 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 follows:
| Class A | Class B | Class C | Class I | |||
1.20%
|
1.95% | 1.95% | 0.85% |
“Expenses” means all fund level and class specific operating expenses, excluding (a) taxes, (b)
brokerage commissions, (c) interest, (d) underlying fund expenses (“acquired fees”), (e) litigation
and indemnification expenses and other extraordinary expenses not incurred in the ordinary course
of the Fund’s business, (f) fees under any agreement or plan of the Trust dealing with services for
shareholders or others with beneficial interests in shares of the Trust and (g) short dividends.
This expense reimbursement will continue in effect until December 31, 2010 and thereafter until
terminated by the Adviser on notice to the Trust.
3
Global High Yield Fund
— The Adviser contractually agrees to make payment to each of the following share classes of the
Fund in 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 follows:
| Class A | Class I | |
| 1.30% | 1.00% |
“Expenses” means all fund level and class specific operating expenses, excluding (a) taxes, (b)
brokerage commissions, (c) interest, (d) underlying fund expenses (“acquired fees”), (e) litigation
and indemnification expenses and other extraordinary expenses not incurred in the ordinary course
of the Fund’s business, (f) fees under any agreement or plan of the Trust dealing with services for
shareholders or others with beneficial interests in shares of the Trust and (g) short dividend.
This expense reimbursement will continue in effect until October 31, 2010 and thereafter until
terminated by the Adviser on notice to the Trust.
4
Global Fund
International Value Fund
Small Cap Opportunity Fund
Smaller Company Growth Fund
International Value Fund
Small Cap Opportunity Fund
Smaller Company Growth Fund
The Adviser contractually agrees to waive its management fee for the Fund in an amount equal to
the amount by which the management fee retained by the Adviser after payment of the subadvisory
fees for the Fund exceeds 0.45% as a percentage of average annual net assets (on an annualized
basis) of the Fund. This expense reimbursement will continue in effect until December 31, 2010
and thereafter until terminated by the Adviser on notice to the Trust.
5
Lifecycle Portfolios
— The Adviser contractually agrees to make payment to each of the following share classes of each
of the Lifecycle Portfolios in an amount equal to the amount by which the “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 expenses attributable to a class of
shares excluding (a) fund level and advisory fees, (b) acquired fees, (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 Portfolio’s business, (g) fees
under any agreement or plan of the Trust dealing with services for shareholders or others with
beneficial interests in shares of the Trust and (h) short dividend. This expense reimbursement will
continue in effect until December 31, 2010 and thereafter until terminated by the Adviser on notice
to the Trust.
| Share Class | ||||||||||||||||||||||||||||
| Portfolio | A | R1 | R3 | R4 | R5 | 1 | I | |||||||||||||||||||||
Lifecycle 2050 |
0.50 | % | 0.80 | % | 0.70 | % | 0.40 | % | 0.10 | % | 0.05 | % | 0.05 | % | ||||||||||||||
Lifecycle 2045 |
0.50 | % | 0.65 | % | 0.55 | % | 0.30 | % | 0.00 | % | 0.05 | % | 0.05 | % | ||||||||||||||
Lifecycle 2040 |
0.50 | % | 0.65 | % | 0.55 | % | 0.30 | % | 0.00 | % | 0.05 | % | 0.05 | % | ||||||||||||||
Lifecycle 2035 |
0.50 | % | 0.65 | % | 0.60 | % | 0.30 | % | 0.00 | % | 0.05 | % | 0.05 | % | ||||||||||||||
Lifecycle 2030 |
0.50 | % | 0.65 | % | 0.60 | % | 0.30 | % | 0.00 | % | 0.05 | % | 0.05 | % | ||||||||||||||
Lifecycle 2025 |
0.50 | % | 0.65 | % | 0.60 | % | 0.30 | % | 0.00 | % | 0.05 | % | 0.05 | % | ||||||||||||||
Lifecycle 2020 |
0.50 | % | 0.65 | % | 0.60 | % | 0.30 | % | 0.00 | % | 0.05 | % | 0.05 | % | ||||||||||||||
Lifecycle 2015 |
0.50 | % | 0.65 | % | 0.60 | % | 0.30 | % | 0.00 | % | 0.05 | % | 0.05 | % | ||||||||||||||
Lifecycle 2010 |
0.50 | % | 0.65 | % | 0.60 | % | 0.30 | % | 0.00 | % | 0.05 | % | 0.05 | % | ||||||||||||||
6
Lifestyle Portfolios
— The Adviser contractually agrees to make payment to each of the following share classes of each
of these five Lifestyle Portfolios in an amount equal to the amount by which the “Expenses” of the
share class exceed the percentage of average annual net assets (on an annualized basis)
attributable to the class as follows:
| Class A | Class B | Class C | Class R1 | Class R3 | Class R4 | Class R5 | ||||||
0.59%
|
1.29% | 1.29% | 1.04% | 0.94% | 0.64% | 0.34% |
“Expenses” means the following expenses attributable to a class of shares a Lifestyle Portfolio:
(a) blue sky fees, (b) printing and postage, (c) transfer agent fees, (d) service fees and (e)
12b-1 fees. This expense reimbursement will continue in effect until May 1, 2010 and thereafter
until terminated by the Adviser on notice to the Trust.
7
Multi-Sector Bond Fund
— The Adviser contractually agrees to make payment to each of the following share classes of the
Fund in 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 follows:
| Class A | Class I | |
| 1.25% | 0.95% |
“Expenses” means all fund level and class specific operating expenses, excluding (a) taxes, (b)
brokerage commissions, (c) interest, (d) underlying fund expenses (“acquired fees”), (e) litigation
and indemnification expenses and other extraordinary expenses not incurred in the ordinary course
of the Fund’s business, (f) fees under any agreement or plan of the Trust dealing with services for
shareholders or others with beneficial interests in shares of the Trust and (g) short dividend.
This expense reimbursement will continue in effect until October 31, 2010 and thereafter until
terminated by the Adviser on notice to the Trust.
8
Emerging Markets Debt Fund
— The Adviser contractually agrees to make payment to each of the following share classes of the
Fund in 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 follows:
| Class A | Class I | |
| 1.35% | 0.88% |
“Expenses” means all fund level and class specific operating expenses, excluding (a) taxes, (b)
brokerage commissions, (c) interest, (d) underlying fund expenses (“acquired fees”), (e) litigation
and indemnification expenses and other extraordinary expenses not incurred in the ordinary course
of the Fund’s business, (f) fees under any agreement or plan of the Trust dealing with services for
shareholders or others with beneficial interests in shares of the Trust and (g) short dividend.
This expense reimbursement will continue in effect until December 31, 2010 and thereafter until
terminated by the Adviser on notice to the Trust.
9
Natural Resources Fund
The Adviser contractually agrees to make payment to each of the following share classes of the Fund
in 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 follows:
| Class A | Class I | |
| 1.60% | 1.30% |
“Expenses” means all fund level and class specific operating expenses, excluding (a) taxes, (b)
brokerage commissions, (c) interest, (d) acquired fees, (e) litigation and indemnification expenses
and other extraordinary expenses not incurred in the ordinary course of the Fund’s business, (f)
fees under any agreement or plan of the Trust dealing with services for shareholders or others with
beneficial interests in shares of the Trust and (g) short dividends. This expense reimbursement
will continue in effect until December 31, 2010 and thereafter until terminated by the Adviser on
notice to the Trust.
10
Retirement Distribution Fund
Retirement Rising Distribution Fund
Retirement Rising Distribution Fund
— The Adviser contractually agrees to reduce its management fee for the Fund , or if necessary
make payment to the Fund, in an amount equal to the amount by which the “Other Expenses” of the
Fund exceed 0.09% as a percentage of average annual net assets of the Fund on an annualized basis.
“Other Expenses” means the operating expenses of the Fund, excluding (a) taxes, (b) brokerage
commissions, (c) interest expense, (d) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Trust’s business, (e) management
fees, (f) 12b-1 fees, (g) transfer agent fees, (h) blue-sky fees, (i) printing and postage, (j)
acquired fees , (k) short dividend and (l) advisory fee. This expense reimbursement will continue
in effect until May 1, 2010 and thereafter until terminated by the Adviser on notice to the Trust.
— The Adviser contractually agrees to make payments to the Class A shares of the Fund in an
amount equal to the amount by which the “Expenses” of such class of shares (up to the amount of the
expenses relating solely to the class) exceed 0.35% as a percentage of average annual net assets on
an annualized basis attributable to such class. “Expenses” means all expenses of a class of shares
but excluding (a) taxes, (b) brokerage commissions, (c) interest, (d) short dividend, (e) acquired
fees, (f) litigation and indemnification expenses and other extraordinary expenses not incurred in
the ordinary course of the Fund’s business,(g) fees under any agreement or plan of the Trust
dealing with services for shareholders or others with beneficial interests in shares of the Trust
and (h) advisory fee. This expense reimbursement will continue in effect until May 1, 2010 and
thereafter until terminated by the Adviser on notice to the Trust.
11
Small Cap Value Fund
The Adviser contractually agrees to make payment to each of the following share classes of the Fund
in 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 follows:
| Class NAV | Class 1 | |
| 1.14% | 1.19% |
“Expenses” means all fund level and class specific operating expenses, excluding (a) taxes, (b)
brokerage commissions, (c) interest, (d) acquired fees, (e) litigation and indemnification expenses
and other extraordinary expenses not incurred in the ordinary course of the Fund’s business, (f)
fees under any agreement or plan of the Trust dealing with services for shareholders or others with
beneficial interests in shares of the Trust and (g) short dividends. This expense reimbursement
will continue in effect until December 31, 2010 and thereafter until terminated by the Adviser on
notice to the Trust.
12
Strategic Income Opportunities Fund
The Adviser contractually agrees to make payment to each of the following share classes of the Fund
in 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 follows:
| Class A | Class C | Class I | ||
| 1.17% | 1.87% | 0.90% |
“Expenses” means all fund level and class specific operating expenses, excluding (a) taxes, (b)
brokerage commissions, (c) interest, (d) acquired fees, (e) litigation and indemnification expenses
and other extraordinary expenses not incurred in the ordinary course of the Fund’s business, (f)
fees under any agreement or plan of the Trust dealing with services for shareholders or others with
beneficial interests in shares of the Trust and (g) short dividends. This expense reimbursement
will continue in effect until December 31, 2010 and thereafter until terminated by the Adviser on
notice to the Trust.
13
Technical Opportunities Fund
— The Adviser contractually agrees to make payment to each of the Class A and Class I shares of
the Fund in amount equal to the amount by which the “Expenses” of the share class exceed 2.05% for
Class A shares and 1.55% for Class I shares, each as a percentage of average annual net assets (on
an annualized basis) attributable to the class. “Expenses” means all expenses of a class of shares
but excluding (a) taxes, (b) brokerage commissions, (c) interest expense, (d) short dividend, (e)
acquired fees, (f) litigation and indemnification expenses and other extraordinary expenses not
incurred in the ordinary course of the Fund’s business and (g) short dividends. This expense
reimbursement will continue in effect until July 31, 2010 and thereafter until terminated by the
Adviser on notice to the Trust.
14
X. Xxxx Price Subadvised Funds
The Adviser has voluntarily agreed to reduce the management fee for each of the following funds
subadvised by X. Xxxx Price Associates, Inc. by the amount that the subadvisory fee is reduced for
the fund by X. Xxxx Price Associates, Inc. pursuant to the Amended and Restated Group Fee Waiver
Agreement between Xxxx Xxxxxxx Investment Management Services, LLC and X. Xxxx Price Associates,
Inc. dated May 1, 2009.
Blue Chip Growth Fund
Equity-Income Fund
Health Sciences Fund
Mid Value Fund
Real Estate Equity Fund
Science & Technology Fund
Small Company Value Fund
Spectrum Income Fund
Equity-Income Fund
Health Sciences Fund
Mid Value Fund
Real Estate Equity Fund
Science & Technology Fund
Small Company Value Fund
Spectrum Income Fund
15
Alternative Asset Allocation Fund
The Adviser contractually agrees to reduce its management fee for the Fund, or if necessary
make payment to the Fund, in an amount equal to the amount by which the “Other Expenses” of the
Fund exceed 0.04% as a percentage of average annual net assets (on an annualized basis) of the
Fund. “Other Expenses” means all the expenses of the Fund, excluding (a) taxes, (b) brokerage
commissions, (c) interest expense, (d) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Fund’s business (e) advisory
fee, (f) 12b-1 fee, (g) transfer agent fees and service fees, (h) blue-sky fees, (i) printing
and postage, (j) acquired fees, (k) fees under any agreement or plan of the Trust dealing with
services for shareholders or others with beneficial interests in shares of the Trust and (l)
short dividends. This expense reimbursement will continue in effect until December 31, 2010 and
thereafter until terminated by the Adviser on notice to the Trust.
16
Global Agribusiness Fund
Global Infrastructure Fund
Global Timber Fund
Global Infrastructure Fund
Global Timber Fund
The Adviser contractually agrees to make payment to each of the following share classes of the Fund
in 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 follows:
| Class A | Class I | |
| 1.45% | 1.00% |
“Expenses” means all fund level and class specific operating expenses, excluding (a) taxes, (b)
brokerage commissions, (c) interest, (d) acquired fees, (e) litigation and indemnification expenses
and other extraordinary expenses not incurred in the ordinary course of the Fund’s business, (f)
fees under any agreement or plan of the Trust dealing with services for shareholders or others with
beneficial interests in shares of the Trust and (g) short dividends. This expense reimbursement
will continue in effect until December 31, 2010 and thereafter until terminated by the Adviser on
notice to the Trust.
17
Lifestyle Portfolios
The Adviser voluntarily agrees to waive its advisory fee for each Lifestyle Portfolio (each a
“Fund”) so that the aggregate advisory fee retained by the Adviser with respect to both the Fund
and its underlying investments (after payment of subadvisory fees) does not exceed 0.50% of the
Fund’s first $7.5 billion of average annual net assets and 0.49% of the Fund’s average annual net
assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time
upon notice to the Trust.
18
Lifecycle Portfolios
The Adviser voluntarily agrees to waive its advisory fee for each Lifecycle Portfolio (each a
“Fund”) so that the aggregate advisory fee retained by the Adviser with respect to both the Fund
and its underlying investments (after payment of subadvisory fees) does not exceed 0.51% of the
Fund’s first $7.5 billion of average annual net assets and 0.50% of the Fund’s average annual net
assets in excess of $7.5 billion. The Adviser may terminate this voluntary waiver at any time
upon notice to the Trust.
19
Funds Listed in Attachment A
The Adviser voluntarily agrees to reduce its management fee for the Fund, or if necessary make
payment to the Fund, in an amount equal to the amount by which the “Expenses” of the Fund exceed
the percentage of average annual net assets (on an annualized basis) of the Fund listed in
Attachment A. “Expenses” means all the expenses of the Fund, excluding (a) taxes, (b) brokerage
commissions, (c) interest expense, (d) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Fund’s business (e) advisory
fee, (f) 12b-1 fee, (g) transfer agent fees and service fees, (h) blue-sky fees, (i) printing
and postage, (j) acquired fees, (k) fees under any agreement or plan of the Trust dealing with
services for shareholders or others with beneficial interests in shares of the Trust and (l)
short dividend. This voluntary expense reimbursement will continue in effect until terminated
at any time by the Adviser on notice to the Trust.
20
