May 1, 2012 To the Trustees of John Hancock Funds II Boston, MA 02210 Re: Class R4 Rule 12b- 1 Fee Waiver Letter Agreement
▇▇▇▇ ▇▇▇▇▇▇▇ Funds, LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Boston, MA 02210-2805
May 1, 2012
To the Trustees of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Boston, MA 02210
Re: Class R4 Rule 12b- 1 Fee Waiver Letter Agreement
With reference to the Distribution Plan entered into by and between ▇▇▇▇ ▇▇▇▇▇▇▇ Funds, LLC (the "Distributor") and ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II (the "Trust"), on behalf of Class R4 shares of certain series thereof (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 applicable to Class R4 shares of the Funds set forth in Appendix A hereto to the extent necessary to achieve the aggregate distribution and service fees and for the period set forth in such Appendix.
2. We understand and intend that the Trust 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 Trust 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 Trust to so rely.
A copy of the document establishing the 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.
Sincerely,
▇▇▇▇ ▇▇▇▇▇▇▇ FUNDS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President, Finance
Agreed and Accepted
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
Chief Financial Officer, ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
| Fund |
Class R4 Rule 12b-1 Fee |
Waiver Period
|
|
Retirement Choices at 2010 Portfolio |
0.15% | May 1, 2012 - December 31, 2013 |
|
Retirement Choices at 2015 Portfolio |
0.15% | May 1, 2012 - December 31, 2013 |
|
Retirement Choices at 2020 Portfolio |
0.15% | May 1, 2012 - December 31, 2013 |
|
Retirement Choices at 2025 Portfolio |
0.15% | May 1, 2012 - December 31, 2013 |
|
Retirement Choices at 2030 Portfolio |
0.15% | May 1, 2012 - December 31, 2013 |
|
Retirement Choices at 2035 Portfolio |
0.15% | May 1, 2012 - December 31, 2013 |
|
Retirement Choices at 2040 Portfolio |
0.15% | May 1, 2012 - December 31, 2013 |
|
Retirement Choices at 2045 Portfolio |
0.15% | May 1, 2012 - December 31, 2013 |
|
Retirement Choices at 2050 Portfolio |
0.15% | May 1, 2012 - December 31, 2013 |
| Lifestyle Aggressive Portfolio | 0.15% | June 1, 2012 – May 31, 2013 |
| Lifestyle Growth Portfolio | 0.15% | June 1, 2012 – May 31, 2013 |
| Lifestyle Balanced Portfolio | 0.15% | June 1, 2012 – May 31, 2013 |
| Lifestyle Moderate Portfolio | 0.15% | June 1, 2012 – May 31, 2013 |
| Lifestyle Conservative Portfolio | 0.15% | June 1, 2012 – May 31, 2013 |
|
Retirement Living through 2010 Portfolio |
0.15% | June 1, 2012 – December 31, 2013 |
|
Retirement Living through 2015 Portfolio |
0.15% | June 1, 2012 – December 31, 2013 |
|
Retirement Living through 2020 Portfolio |
0.15% | June 1, 2012 – December 31, 2013 |
|
Retirement Living through 2025 Portfolio |
0.15% | June 1, 2012 – December 31, 2013 |
|
Retirement Living through 2030 Portfolio |
0.15% | June 1, 2012 – December 31, 2013 |
|
Retirement Living through 2035 Portfolio |
0.15% | June 1, 2012 – December 31, 2013 |
|
Retirement Living through 2040 Portfolio |
0.15% | June 1, 2012 – December 31, 2013 |
|
Retirement Living through 2045 Portfolio |
0.15% | June 1, 2012 – December 31, 2013 |
|
Retirement Living through 2050 Portfolio |
0.15% | June 1, 2012 – December 31, 2013 |
| Core Allocation Plus Fund | 0.15% | June 1, 2012 – December 31, 2013 |
| Emerging Markets Fund | 0.15% | June 1, 2012 – December 31, 2013 |
| Fundamental All Cap Core Fund | 0.15% | June 1, 2012 – November 30, 2013 |
| Fundamental Large Cap Core Fund | 0.15% | June 1, 2012 – November 30, 2013 |
| Fundamental Large Value Fund | 0.15% | June 1, 2012 – November 30, 2013 |