601 Congress Street
Boston, MA 02210-2805
December 18, 2013
To the Trustees of
John Hancock Funds
601 Congress Street
Boston, MA 02210
Re: Rule 12b-1 Fee Waiver Letter Agreement
With reference to each of the Distribution Plans entered into by and between John Hancock 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,
JOHN HANCOCK FUNDS, LLC
By: /s/ Jeffrey H. Long
Jeffrey H. Long
Chief Financial Officer
Agreed and Accepted
on behalf of each applicable Trust listed in Appendix A
By: /s/ Charles A. Rizzo
Charles A. Rizzo
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
JOHN HANCOCK BOND TRUST
John Hancock Global Conservative Absolute Return Fund
John Hancock Global Short Duration Credit Fund
John Hancock Government Income Fund
John Hancock High Yield Fund
John Hancock Investment Grade Bond Fund
JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND
John Hancock California Tax-Free Income Fund
JOHN HANCOCK CAPITAL SERIES
John Hancock Classic Value Fund
John Hancock U.S. Global Leaders Growth Fund
JOHN HANCOCK CURRENT INTEREST
John Hancock Money Market Fund
JOHN HANCOCK INVESTMENT TRUST
John Hancock Balanced Fund
John Hancock Enduring Equity Fund
John Hancock Global Opportunities Fund
John Hancock Large Cap Equity Fund
John Hancock Seaport Fund
John Hancock Small Cap Core Fund
John Hancock Small Cap Intrinsic Value Fund
John Hancock Sovereign Investors Fund
JOHN HANCOCK INVESTMENT TRUST II
John Hancock Financial Industries Fund
John Hancock Regional Bank Fund
John Hancock Small Cap Equity Fund
JOHN HANCOCK INVESTMENT TRUST III
John Hancock Greater China Opportunities Fund
JOHN HANCOCK MUNICIPAL SECURITIES TRUST
John Hancock High Yield Municipal Bond Fund
John Hancock Tax-Free Bond Fund
JOHN HANCOCK SOVEREIGN BOND FUND
John Hancock Bond Fund
JOHN HANCOCK STRATEGIC SERIES
John Hancock Income Fund
JOHN HANCOCK TAX-EXEMPT SERIES FUND
John Hancock Massachusetts Tax-Free Income Fund
John Hancock New York Tax-Free Income Fund
APPENDIX B
|
Classes |
|
|
|
Expiration Date of Waiver/Limit |
Fund |
A |
B |
C |
R4 |
|
Balanced Fund |
N/A |
N/A |
N/A |
0.15% |
2/28/20151 |
Classic Value Fund |
N/A |
N/A |
N/A |
0.15% |
2/28/20151 |
Large Cap Equity Fund |
N/A |
N/A |
N/A |
0.15% |
2/28/20151 |
California Tax-Free Income Fund |
N/A |
0.90% |
0.90% |
N/A |
9/30/2014 |
High Yield Municipal Bond Fund |
0.15% |
0.90% |
0.90% |
N/A |
9/30/2014 |
Income Fund |
N/A |
N/A |
N/A |
0.15% |
9/30/2014 |
Massachusetts Tax-Free Income Fund |
0.15% |
0.90% |
0.90% |
N/A |
9/30/2014 |
New York Tax-Free Income Fund |
0.15% |
0.90% |
0.90% |
N/A |
9/30/2014 |
Tax-Free Bond Fund |
0.15% |
0.90% |
0.90% |
N/A |
9/30/2014 |
Money Market Fund |
0.15% |
N/A |
N/A |
N/A |
7/31/2014 |
1 At the December 16-18, 2013 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 fees and/or service fees for the Funds set forth above to February 28, 2015, each effective upon the current expiration date of February 28, 2014.
_________________________________________________________________________________
John Hancock Advisers,
LLC
601 Congress Street
Boston, MA
02210
December 18, 2013
To the Trustees of
John Hancock Funds
601 Congress Street
Boston, MA 02210
Re: Expense Limitation Letter Agreement and Voluntary Expense Limitation Notice
With reference to each of the Advisory Agreements entered into by and between John Hancock 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, Appendix G and Appendix H 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,
JOHN HANCOCK ADVISERS, LLC
By: /s/ Jeffrey H. Long
Jeffrey H. Long
Chief Financial Officer
Agreed and Accepted
on behalf of each applicable Trust listed in Appendix A
By: /s/ Charles A. Rizzo
Charles A. Rizzo
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
JOHN HANCOCK BOND TRUST
John Hancock Global Conservative Absolute Return Fund
John Hancock Global Short Duration Credit Fund
John Hancock Government Income Fund
John Hancock High Yield Fund
John Hancock Investment Grade Bond Fund
JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND
John Hancock California Tax-Free Income Fund
JOHN HANCOCK CAPITAL SERIES
John Hancock Classic Value Fund
John Hancock U.S. Global Leaders Growth Fund
JOHN HANCOCK CURRENT INTEREST
John Hancock Money Market Fund
JOHN HANCOCK INVESTMENT TRUST
John Hancock Balanced Fund
John Hancock Enduring Equity Fund
John Hancock Global Opportunities Fund
John Hancock Large Cap Equity Fund
John Hancock Seaport Fund
John Hancock Small Cap Core Fund
John Hancock Small Cap Intrinsic Value Fund
John Hancock Sovereign Investors Fund
JOHN HANCOCK INVESTMENT TRUST II
John Hancock Financial Industries Fund
John Hancock Regional Bank Fund
John Hancock Small Cap Equity Fund
JOHN HANCOCK INVESTMENT TRUST III
John Hancock Greater China Opportunities Fund
JOHN HANCOCK MUNICIPAL SECURITIES TRUST
John Hancock High Yield Municipal Bond Fund
John Hancock Tax-Free Bond Fund
JOHN HANCOCK SOVEREIGN BOND FUND
John Hancock Bond Fund
JOHN HANCOCK STRATEGIC SERIES
John Hancock Income Fund
JOHN HANCOCK TAX-EXEMPT SERIES FUND
John Hancock Massachusetts Tax-Free Income Fund
John Hancock New York Tax-Free Income Fund
A-1
APPENDIX B
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 |
|
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 Limit |
Fund |
A |
B |
C |
I |
R1 |
R2 |
R3 |
R4 |
R5 |
R6 |
|
Enduring Equity Fund |
1.90% |
N/A |
N/A |
1.60% |
N/A |
N/A |
N/A |
N/A |
N/A |
1.50% |
2/28/20151 |
Financial Industries Fund |
N/A |
N/A |
2.15% |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
2/28/2015 |
Global Opportunities Fund |
N/A |
N/A |
N/A |
N/A |
N/A |
1.61% |
N/A |
N/A |
N/A |
1.10% |
2/28/20152 |
Greater China Opportunities Fund |
N/A |
N/A |
N/A |
1.34%3 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
2/28/20153 |
Large Cap Equity Fund |
N/A |
1.83%4 |
1.83%4 |
0.78%4 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
2/28/20164 |
Small Cap Intrinsic Value Fund |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
1.10%2 |
2/28/20152 |
U.S. Global Leaders Growth Fund |
1.30% |
2.05% |
2.05% |
0.99% |
N/A |
1.40% |
N/A |
N/A |
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 |
See below |
See below |
See below |
N/A |
See below |
N/A |
N/A |
N/A |
0.57% and see below |
9/30/2014 |
Global Conservative Absolute Return Fund |
1.50% |
N/A |
N/A |
1.19% |
N/A |
N/A |
N/A |
N/A |
N/A |
1.10% |
9/30/2014 |
Government Income Fund |
0.98% |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
9/30/2014 |
High Yield Fund |
N/A |
N/A |
N/A |
0.72% |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
9/30/2014
|
1 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, 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.
4 If 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
For John Hancock Bond 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.
C-2
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
A |
B |
C |
I |
R1 |
R2 |
R3 |
R4 |
R5 |
R6 |
Expiration Date of Expense Limit |
Balanced Fund |
N/A |
1.30%1 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
0.00%2 |
2/28/2015 |
Classic Value Fund |
N/A |
1.30%1 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
0.00%2 |
2/28/2015 |
Enduring Equity Fund |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
0.00%2 |
2/28/2015 |
Financial Industries Fund |
N/A |
1.30%1 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
2/28/2015 |
Global Opportunities Fund |
N/A |
1.30%1 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
0.00%2 |
2/28/2015 |
Greater China Opportunities Fund |
N/A |
1.30%1 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
2/28/2015 |
Large Cap Equity Fund |
N/A |
1.30%1 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
0.00%2 |
2/28/2015 |
Regional Bank Fund |
N/A |
1.30%1 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
2/28/2015 |
Seaport Fund |
0.55%3 |
N/A |
N/A |
0.25%3 |
N/A |
N/A |
N/A |
N/A |
N/A |
See below4 |
2/28/2015 |
Small Cap Equity Fund |
N/A |
1.30%1 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
0.00%2 |
2/28/2015 |
Small Cap Intrinsic Value Fund |
N/A |
1.30%1 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
0.00%2 |
2/28/2015 |
Sovereign Investors Fund |
N/A |
1.30%1 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
2/28/2015 |
U.S. Global Leaders Growth Fund |
N/A |
1.30%1 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
0.00%2 |
2/28/2015 |
Bond Fund |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
0.00%2 |
9/30/2015 |
Global Conservative Absolute Return Fund |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
0.00%2 |
9/30/2015 |
Income Fund |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
0.00%2 |
9/30/2015 |
1 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 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.
4 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, (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 John Hancock 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 John Hancock 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:
“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 |
|
Expiration Date of |
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:
“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 Limit* |
Fund |
A |
B |
C |
I |
R1 |
R2 |
R3 |
R4 |
R5 |
R6 |
|
Global Short Duration Credit Fund |
1.35% |
N/A |
N/A |
1.04% |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
High Yield Fund |
N/A |
1.82% |
1.82% |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
Financial Industries Fund |
N/A |
2.15% |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
Small Cap Core Fund |
1.50% |
N/A |
N/A |
1.20% |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
*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 John Hancock 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
APPENDIX H
Fund Level Voluntary Limit on Other Expenses
For purposes of this Appendix:
The Adviser has voluntarily agreed 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 as set forth in the table below. “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 fees, (f) Rule 12b-1 fees, (g) transfer agent fees and service fees, (h) blue sky fees, (i) printing and postage, (j) acquired fund fees and expenses paid indirectly, and (k) short dividend expense.
Fund |
|
Expiration Date of |
Enduring Equity Fund |
0.25% |
|
* 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.
H-1
JOHN HANCOCK FUNDS
CLASS R2 SHARES
DISTRIBUTION PLAN PURSUANT TO RULE 12b-1
December 6, 2011
WHEREAS, each trust listed on Schedule A attached hereto, as such Schedule may be amended from time-to-time to remove or add trusts in the future (collectively, the “Trust”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and offers for public sale shares of beneficial interest in one or more series (each series a “Fund”);
WHEREAS, the shares of beneficial interest of each Fund are divided into one or more classes, one of which is designated Class R2;
WHEREAS, the Trust desires to adopt a plan pursuant to Rule 12b-1 under the 1940 Act for each Fund’s Class R2 shares, and the Board of Trustees of the Trust (the “Board”) has determined that there is a reasonable likelihood that adoption of said plan will benefit Class R2 shares of the Fund and the holders thereof; and
WHEREAS, the Trust has entered into a Distribution Agreement with John Hancock Funds, LLC (the “Distributor”) pursuant to which the Distributor has agreed to serve as Distributor of the Class R2 shares of each Fund;
NOW, THEREFORE, the Trust, with respect to the Class R2 shares, hereby adopts this Plan Pursuant to Rule 12b-1 (“Plan”) in accordance with Rule 12b-1 under the 1940 Act on the following terms and conditions:
1. This Plan applies to the Funds listed on Schedule A attached hereto, as such Schedule may be amended from time-to-time to remove or add trusts and/or series in the future.
2. A. Class R2 shares of each Fund shall pay to the Distributor, as compensation for distribution of Class R2 shares and/or for providing services to Class R2 shareholders, a fee at the rate specified for that Fund on Schedule A, such fee to be calculated and accrued and paid daily or at such other intervals as the Board shall determine.
B. The distribution and service fees payable hereunder are payable without regard to the aggregate amount that may be paid over the years, provided that, so long as the limitations set forth in Rule 2830 of the NASD Conduct Rules of the Financial Industry Regulatory Authority (“Rule 2830”) remain in effect and apply to recipients of payments made under this Plan, the amounts paid hereunder shall not exceed those limitations, including permissible interest. Amounts expended in support of the activities described in Paragraph 3.B. of this Plan may be excluded in determining whether expenditures under the Plan exceed the appropriate percentage of new gross assets specified in Rule 2830. Amounts expended in support of the activities described in Paragraph 3.B. of this Plan will not exceed 0.25% of the Fund’s average daily net assets attributable to Class R2 shares.
3. A. As distributor of the Trust’s shares, the Distributor may spend such amounts as it deems appropriate on any activities or expenses primarily intended to result in the sale of Class R2 shares of the Funds, including, but not limited to: (i) compensation to selling firms and others (including affiliates of the Distributor) that engage in or support the sale of Class R2 shares of the Funds; and (ii) marketing, promotional and overhead expenses incurred in connection with the distribution of Class R2 shares of the Funds. The Distributor may use service fees to compensate selling firms and others for providing personal and account maintenance services to shareholders.
B. The Distributor may spend such amounts as it deems appropriate on the administration and servicing of Class R2 shareholder accounts, including, but not limited to, responding to inquiries from shareholders or their representatives requesting information regarding matters such as shareholder account or transaction status, net asset value of shares, performance, services, plans and options, investment policies, portfolio holdings, and distributions and taxation thereof; and dealing with complaints and correspondence of shareholders; including compensation to organizations and employees who service Class R2 shareholder accounts, and expenses of such organizations, including overhead and telephone and other communications expenses.
4. Amounts paid to the Distributor by Class R2 shares of the Fund will not be used to pay the expenses incurred with respect to any other class of shares of the Fund; provided, however, that expenses attributable to the Fund as a whole will be allocated, to the extent permitted by law, according to a formula based upon gross sales dollars and/or average daily net assets of each such class, as may be approved from time to time by a vote of a majority of the Trustees. From time to time, a Fund may participate in joint distribution activities with other Funds and the costs of those activities will be borne by each Fund in proportion to the relative net asset value of each such participating Fund.
5. Each Fund pays, and will continue to pay, a management fee to John Hancock Advisers, LLC (the “Adviser”) pursuant to a management agreement between the Fund and the Adviser. It is recognized that the Adviser may use its management fee revenue, as well as its past profits or its other resources from any other source, to make payments with respect to any expenses incurred in connection with the distribution of Class R2 shares, including the activities referred to in Paragraph 3 above. To the extent that the payment of management fees by the Fund to the Adviser should be deemed to be indirect financing of any activity primarily intended to result in the sale of Class R2 share within the meaning of Rule 12b-1, then such payment shall be deemed to be authorized by this Plan.
6. This Plan shall take effect on December 6, 2011 and shall continue in effect with respect to each Fund for successive periods of one year from its execution for so long as such continuance is specifically approved with respect to such Fund at least annually together with any related agreements, by votes of a majority of both: (a) the Board; and (b) those Trustees who are not “interested persons” of the Trust, as defined in the 1940 Act, and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “Rule 12b-1 Trustees”), cast in person at a meeting or meetings called for the purpose of voting on this Plan and such related agreements; and only if the Trustees who approve the implementation or continuation of the Plan have reached the conclusion required by Rule 12b-1(e) under the 1940 Act.
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7. Any person authorized to direct the disposition of monies paid or payable by a Fund pursuant to this Plan or any related agreement shall provide to the Board, and the Board shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
8. This Plan may be terminated without penalty with respect to a Fund at any time: (a) by the vote of a majority of the Board and the Independent Trustees, or by a vote of a majority of the Fund’s outstanding Class R2 shares; or (b) upon 60 days’ written notice to the Distributor. The Distributor may terminate the Plan without penalty with respect to any Fund upon 60 days’ written notice to the Trust.
9. This Plan may not be amended to increase materially the amount of fees to be paid by any Fund hereunder unless such amendment is approved by a vote of a majority of the outstanding securities (as defined in the 1940 Act) of the Class R2 shares of that Fund, and no material amendment to the Plan shall be made unless such amendment is approved in the manner provided in Paragraph 6 hereof for annual approval.
10. While this Plan is in effect, the selection and nomination of Trustees who are not interested persons of the Trust, as defined in the 1940 Act, shall be committed to the discretion of Trustees who are themselves not interested persons.
11. The Trust shall preserve copies of this Plan and any related agreements for a period of not less than six years from the date of expiration of the Plan or agreement, as the case may be, the first two years in an easily accessible place; and shall preserve copies of each report made pursuant to Paragraph 5 hereof for a period of not less than six years from the date of such report, the first two years in an easily accessible place.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, each Trust has executed this Plan Pursuant to Rule 12b-1 as of the day and year set forth below.
EACH TRUST LISTED ON SCHEDULE A ATTACHED HERETO
On behalf of each series of the Trust, as applicable,
By: /s/ Andrew G. Arnott
Name: Andrew G. Arnott
Title: Senior Vice President and
Chief Operating Officer
JOHN HANCOCK FUNDS, LLC
By: /s/ Keith F. Hartstein
Name: Keith F. Hartstein
Title: President and Chief Executive Officer
DATE: December 6, 2011
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JOHN HANCOCK FUNDS
CLASS R2 SHARES
PLAN PURSUANT TO RULE 12b-1
SCHEDULE A
Class R2 shares of the following series of the following trusts are subject to this Plan Pursuant to Rule 12b-1, at the annual fee rates specified:
Trust/Series |
Fee* |
John Hancock Bond Trust |
|
John Hancock Government Income Fund |
0.25% |
John Hancock High Yield Fund |
0.25% |
John Hancock Investment Grade Bond Fund |
0.25% |
John Hancock California Tax-Free Income Fund |
|
John Hancock California Tax-Free Income Fund |
0.25% |
John Hancock Capital Series |
|
John Hancock Classic Value Fund |
0.25% |
John Hancock U.S. Global Leaders Growth Fund |
0.25% |
John Hancock Current Interest |
|
John Hancock Money Market Fund |
0.25% |
John Hancock Investment Trust |
|
John Hancock Balanced Fund |
0.25% |
John Hancock Global Opportunities Fund |
0.25% |
John Hancock Large Cap Equity Fund |
0.25% |
John Hancock Small Cap Intrinsic Value Fund |
0.25% |
John Hancock Sovereign Investors Fund |
0.25% |
John Hancock Investment Trust II |
|
John Hancock Financial Industries Fund |
0.25% |
John Hancock Regional Bank Fund |
0.25% |
John Hancock Small Cap Equity Fund |
0.25% |
John Hancock Investment Trust III |
|
John Hancock Greater China Opportunities Fund |
0.25% |
John Hancock Municipal Securities Trust |
|
John Hancock High Yield Municipal Bond Fund |
0.25% |
John Hancock Tax-Free Bond Fund |
0.25% |
|
|
John Hancock Series Trust |
|
John Hancock Mid Cap Equity Fund |
0.25% |
John Hancock Sovereign Bond Fund |
|
John Hancock Bond Fund |
0.25% |
John Hancock Strategic Series |
|
John Hancock Strategic Income Fund |
0.25% |
John Hancock Tax-Exempt Series Fund |
|
John Hancock Massachusetts Tax-Free Income Fund |
0.25% |
John Hancock New York Tax-Free Income Fund |
0.25% |
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JOHN HANCOCK FUNDS
CLASS R2 SHARES
SERVICE PLAN
December 6, 2011
Article I. This Plan
This Service Plan (the “Plan”) sets forth the terms and conditions on which each trust listed on Schedule A attached hereto, as such Schedule may be amended from time-to-time to remove or add trusts in the future (collectively, the “Trust”) on behalf of each series of the Trust (each a “Fund,” collectively the “Funds”), on behalf of its Class R2 shares, as applicable, will, after the effective date hereof, pay certain amounts to brokers, plan administrators or other intermediaries (“Service Organizations”) for providing certain account administration services to participants in retirement plans that are beneficial owners of such Class R2 shares. Such compensation may be made directly to such Service Organizations or may be paid to John Hancock Funds, LLC (the “Distributor”) to cover payments that the Distributor has made to Service Organizations on behalf of the Funds. This Plan is not intended to compensate Service Organizations for distribution activities or expenses primarily intended to result in the sale of Class R2 shares of the Funds; however, this Plan is being adopted and operated in accordance with Rule 12b-1, as from time to time amended (the “Rule”), under the Investment Company Act of 1940, as amended (the “1940 Act”), in the event that the Plan shall be deemed to constitute the financing of distribution by a Fund of its Class R2 shares.
This Plan applies to the trusts and Funds listed on Schedule A attached hereto, as such Schedule may be amended from time-to-time to remove or add series in the future.
Article II. Services and Payments
Pursuant to the Plan, the Funds may enter into agreements with the Distributor, or with Service Organizations that administer or provide services to retirement plans that purchase Class R2 shares of the Funds (“Service Agreements”). Under such Service Agreements, the Service Organizations may provide, or the Distributor may compensate a Service Organization for providing, one or more of the following services: (a) acting, directly or through an agent, as the shareholder of record and nominee for all plan participants; (b) establishing and maintaining account records for each plan participant who beneficially owns Class R2 shares of a Fund: (c) providing facilities to process orders to purchase, redeem and exchange Class R2 shares on behalf of plan participants, and handle the transmission of funds representing the purchase price or redemption proceeds; and (d) addressing plan participant questions regarding their accounts and a Fund. In the event that the Service Agreement with a Service Organization does not provide for the provision of one or more of the services listed above, including sub-transfer agent or omnibus account services, the Funds may compensate such Service Organization or one of its affiliates for providing such excluded services pursuant to a separate arrangement between the Funds and the Service Organization.
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The amount of compensation payable to the Service Organization during any one year for services under a Service Agreement adopted under the Plan with respect to Class R2 shares of a Fund will not exceed 0.25% of the average daily net assets of the Fund attributable to Class R2 shares attributable to such Service Organization. Conflict of interest restrictions (including the Employee Retirement Income Security Act of 1974) may apply to a Service Organization’s receipt of compensation paid by a Fund in connection with the investment of fiduciary funds in Class R2 shares. Service Organizations are urged to consult legal advisers before investing fiduciary assets in Class R2 shares.
Article III. Expenses Borne by the Fund
Notwithstanding any other provision of this Plan, the Trust, and each Fund and its investment adviser, John Hancock Investment Management Services, LLC (the “Adviser”), shall bear the respective expenses to be borne by them under the Investment Advisory Agreement dated July 1, 2009, as from time to time continued and amended (the “Advisory Agreement”), and under the Fund’s current prospectus as it is from time to time in effect.
Article IV. Approval by Trustees, etc.
This Plan and any related Service Agreements shall not take effect until approved by votes, cast in person at a meeting called for the purpose of voting on this Plan or such Service Agreements, of a majority (or whatever greater percentage may, from time to time, be required by Section 12(b) of the 1940 Act or the rules and regulations thereunder) of: (a) all of the Trustees of the Trust; and (b) those Trustees of the Trust who are not “interested persons” of the Fund, as such term may be from time to time defined under the 1940 Act, and have no direct or indirect financial interest in the operation of this Plan or Service Agreements related to it (the “Independent Trustees”).
Article V. Continuance
This Plan and any related Service Agreements shall continue in effect for so long as such continuance is specifically approved at least annually in advance in the manner provided for the approval of this Plan in Article IV.
Article VI. Information
The Distributor shall furnish the Funds and the Board of Trustees quarterly, or at such other intervals as the Funds shall specify, a written report of payments pursuant to this Plan and the purposes for which such expenditures were made and such other information as the Trustees may request.
Article VII. Termination
This Plan may be terminated with respect to a Fund: (a) at any time by vote of a majority of the Trustees, a majority of the Independent Trustees, or a majority of the Fund’s outstanding voting Class R2 shares; or (b) by the Distributor on 60 days’ notice in writing to the Fund.
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Article VIII. Agreements
Each agreement with any person relating to implementation of this Plan shall be in writing, and each agreement related to this Plan shall provide:
(a) That, with respect to a Fund, such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the Fund’s then outstanding voting Class R2 shares.
(b) That such agreement shall terminate automatically in the event of its assignment.
Article IX. Amendments
This Plan may not be amended to increase the maximum amount of the fees payable by the Fund hereunder without the approval of a majority of the outstanding voting Class R2 shares of the Fund. No material amendment to the Plan shall, in any event, be effective unless it is approved in the same manner as is provided for approval of this Plan.
Article X. Limitation of Liability
The name “John Hancock Funds III” is the designation of the Trustees under the Amended and Restated Agreement and Declaration of Trust, dated August 12, 2005 as amended and restated from time to time. The Declaration of Trust has been filed with the Secretary of State of the Commonwealth of Massachusetts. The obligations of the Trust and the Funds are not personally binding upon, nor shall resort be had to the private property of, any of the Trustees, shareholders, officers, employees or agents of the Funds, but only the Funds’ property shall be bound. No series of the Trust shall be responsible for the obligations of any other series of the Trust.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, each Trust has executed this Service Plan effective as of the 6th day of December 2011 in Boston, Massachusetts.
EACH TRUST LISTED ON SCHEDULE A ATTACHED HERETO
On behalf of each series of the Trust, as applicable,
By: /s/Andrew G. Arnott
Name: Andrew G. Arnott
Title: Senior Vice President and
Chief Operating Officer
JOHN HANCOCK FUNDS, LLC
By: /s/Keith F. Hartstein
Name: Keith F. Hartstein
Title: President and Chief Executive Officer
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JOHN HANCOCK FUNDS
CLASS R2 SHARES
SERVICE PLAN
SCHEDULE A
Class R2 shares of the following series of the following trusts are subject to this Service Plan, at the annual fee rates specified:
Trust/Series |
Fee* |
John Hancock Bond Trust |
|
John Hancock Government Income Fund |
0.25% |
John Hancock High Yield Fund |
0.25% |
John Hancock Investment Grade Bond Fund |
0.25% |
John Hancock California Tax-Free Income Fund |
|
John Hancock California Tax-Free Income Fund |
0.25% |
John Hancock Capital Series |
|
John Hancock Classic Value Fund |
0.25% |
John Hancock U.S. Global Leaders Growth Fund |
0.25% |
John Hancock Current Interest |
|
John Hancock Money Market Fund |
0.25% |
John Hancock Investment Trust |
|
John Hancock Balanced Fund |
0.25% |
John Hancock Global Opportunities Fund |
0.25% |
John Hancock Large Cap Equity Fund |
0.25% |
John Hancock Small Cap Intrinsic Value Fund |
0.25% |
John Hancock Sovereign Investors Fund |
0.25% |
John Hancock Investment Trust II |
|
John Hancock Financial Industries Fund |
0.25% |
John Hancock Regional Bank Fund |
0.25% |
John Hancock Small Cap Equity Fund |
0.25% |
John Hancock Investment Trust III |
|
John Hancock Greater China Opportunities Fund |
0.25% |
John Hancock Municipal Securities Trust |
|
John Hancock High Yield Municipal Bond Fund |
0.25% |
John Hancock Tax-Free Bond Fund |
0.25% |
|
|
John Hancock Series Trust |
|
John Hancock Mid Cap Equity Fund |
0.25% |
John Hancock Sovereign Bond Fund |
|
John Hancock Bond Fund |
0.25% |
John Hancock Strategic Series |
|
John Hancock Strategic Income Fund |
0.25% |
John Hancock Tax-Exempt Series Fund |
|
John Hancock Massachusetts Tax-Free Income Fund |
0.25% |
John Hancock New York Tax-Free Income Fund |
0.25% |
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