John Hancock Investment Management LLC 200 Berkeley Street Boston, MA 02116
EXHIBIT (h)(5)
| ▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
|
June 27, 2024
To the Trustees of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Boston, MA 02116
| Re: | Expense Limitation Letter Agreement and Voluntary Expense Limitation Notice |
With reference to each of the Advisory Agreements approved by the Board or entered into by and between ▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management 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 or, to the extent necessary, reimburse other expenses of each Fund as set forth in Appendix B, Appendix C, Appendix D, Appendix E, and Appendix F hereto.
2. The Adviser agrees to voluntarily waive its advisory fees or, to the extent necessary, reimburse other expenses of each Fund as set forth in Appendix G, Appendix H, Appendix I, and Appendix J 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, | ||
| ▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT LLC | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | ||
| Chief Financial Officer | ||
Agreed and Accepted
on behalf of each applicable Trust listed in Appendix A
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
| 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
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ TRUST
▇▇▇▇ ▇▇▇▇▇▇▇ ESG Core Bond Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Government Income Fund
▇▇▇▇ ▇▇▇▇▇▇▇ High Yield Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Investment Grade Bond Fund
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Duration Bond Fund
▇▇▇▇ ▇▇▇▇▇▇▇ CALIFORNIA TAX-FREE INCOME FUND
▇▇▇▇ ▇▇▇▇▇▇▇ California Municipal Bond Fund
▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL SERIES
▇▇▇▇ ▇▇▇▇▇▇▇ Classic Value Fund
▇▇▇▇ ▇▇▇▇▇▇▇ U.S. Global Leaders Growth Fund
▇▇▇▇ ▇▇▇▇▇▇▇ CURRENT INTEREST
▇▇▇▇ ▇▇▇▇▇▇▇ Money Market Fund
▇▇▇▇ ▇▇▇▇▇▇▇ EXCHANGE-TRADED FUND TRUST
▇▇▇▇ ▇▇▇▇▇▇▇ Corporate Bond ETF
▇▇▇▇ ▇▇▇▇▇▇▇ Disciplined Value International Select ETF
▇▇▇▇ ▇▇▇▇▇▇▇ Dynamic Municipal Bond ETF
▇▇▇▇ ▇▇▇▇▇▇▇ Fundamental All Cap Core ETF
▇▇▇▇ ▇▇▇▇▇▇▇ High Yield ETF
▇▇▇▇ ▇▇▇▇▇▇▇ International High Dividend ETF
▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage-Backed Securities ETF
▇▇▇▇ ▇▇▇▇▇▇▇ Multifactor Developed International ETF
▇▇▇▇ ▇▇▇▇▇▇▇ Multifactor Emerging Markets ETF
▇▇▇▇ ▇▇▇▇▇▇▇ Multifactor Large Cap ETF
▇▇▇▇ ▇▇▇▇▇▇▇ Multifactor Mid Cap ETF
▇▇▇▇ ▇▇▇▇▇▇▇ Multifactor Small Cap ETF
▇▇▇▇ ▇▇▇▇▇▇▇ Preferred Income ETF
▇▇▇▇ ▇▇▇▇▇▇▇ U.S. High Dividend ETF
▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT TRUST
▇▇▇▇ ▇▇▇▇▇▇▇ Balanced Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Disciplined Value Global Long/Short Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Disciplined Value International Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Diversified Macro Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Diversified Real Assets Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equity Fund
▇▇▇▇ ▇▇▇▇▇▇▇ ESG International Equity Fund
▇▇▇▇ ▇▇▇▇▇▇▇ ESG Large Cap Core Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Fundamental Equity Income Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Fundamental Large Cap Core Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Global Climate Action Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Global Environmental Opportunities Fund
A-1
▇▇▇▇ ▇▇▇▇▇▇▇ Global Thematic Opportunities Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Infrastructure Fund
▇▇▇▇ ▇▇▇▇▇▇▇ International Dynamic Growth Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Mid Cap Growth Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Seaport Long/Short Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Small Cap Core Fund
▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT TRUST II
▇▇▇▇ ▇▇▇▇▇▇▇ Financial Industries Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Regional Bank Fund
▇▇▇▇ ▇▇▇▇▇▇▇ MUNICIPAL SECURITIES TRUST
▇▇▇▇ ▇▇▇▇▇▇▇ High Yield Municipal Bond Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Municipal Opportunities Fund
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Duration Municipal Opportunities Fund
▇▇▇▇ ▇▇▇▇▇▇▇ SOVEREIGN BOND FUND
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Fund
▇▇▇▇ ▇▇▇▇▇▇▇ STRATEGIC SERIES
▇▇▇▇ ▇▇▇▇▇▇▇ Income Fund
A-2
APPENDIX B
Fund Level Contractual Limitation on Fund Level Expenses
For purposes of this Appendix:
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 “Expenses” of the Fund exceed the percentage of average daily 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) Rule 12b-1 fees, (f) transfer agent fees and service fees, (g) shareholder servicing fees, (h) borrowing costs, (i) prime brokerage fees, (j) acquired fund fees and expenses paid indirectly, and (k) short dividend expense.
“Expense Limit” means the percentage of a Fund’s average daily net assets (on an annualized basis) set forth below.
The current expense limitation agreement expires on the date specified, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
| Fund |
Limit on Fund Level Expenses |
Expiration Date of Expense Limit |
||||||
| California Municipal Bond Fund |
0.55 | % | 9/30/2025 | 1 | ||||
| Disciplined Value Global Long/Short Fund |
1.53 | % | 2/28/2026 | 2 | ||||
| Diversified Macro Fund |
1.33 | % | 2/28/2025 | |||||
| ESG Core Bond Fund |
0.45 | % | 9/30/2025 | 1 | ||||
| ESG International Equity Fund |
0.85 | % | 2/28/2025 | |||||
| ESG Large Cap Core Fund |
0.75 | % | 2/28/2025 | |||||
| Fundamental Equity Income Fund |
0.71 | % | 7/31/2025 | |||||
| Global Climate Action Fund |
0.84 | % | 7/31/2025 | |||||
| Global Environmental Opportunities Fund |
0.84 | % | 2/28/2025 | |||||
| Global Thematic Opportunities Fund |
0.84 | % | 2/28/2025 | |||||
| Government Income Fund |
0.60 | % | 9/30/2025 | 1 | ||||
| 1 | At the June 25-27, 2024 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the renewal of the contractual limit on fund expenses for California Municipal Bond Fund (0.55%), ESG Core Bond Fund (0.45%), Government Income Fund (0.60%), High Yield Municipal Bond Fund (0.58%), Investment Grade Bond Fund (0.38%), Municipal Opportunities Fund (0.55%), Short Duration Bond Fund (0.29%), and Short Duration Municipal Opportunities Bond Fund (0.43%) each an expiration date of September 30, 2025, each effective upon the current expiration date of September 30, 2024. |
| 2 | At the June 25-27, 2024 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the establishment of the contractual limit on fund level expenses for the Disciplined Value Global Long/Short Fund, with an expiration date of February 28, 2026, effective as of the commencement of operations of the Disciplined Value Global Long/Short Fund. |
B-1
| High Yield Municipal Bond Fund |
0.58 | % | 9/30/2025 | 1 | ||||
| International Dynamic Growth Fund |
0.83 | % | 2/28/2025 | |||||
| Investment Grade Bond Fund |
0.38 | % | 9/30/2025 | 1 | ||||
| Municipal Opportunities Fund |
0.55 | % | 9/30/2025 | 1 | ||||
| Short Duration Bond Fund |
0.29 | % | 9/30/2025 | 1 | ||||
| Short Duration Municipal Opportunities Bond Fund |
0.43 | % | 9/30/2025 | 1 |
B-2
APPENDIX C
Fund Level Contractual Limitation on Total Operating Expenses
For purposes of this Appendix:
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 “Expenses” of the Fund exceed the percentage of average daily 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) borrowing costs, (f) prime brokerage fees, (g) acquired fund fees and expenses paid indirectly, and (h) short dividend expense.
“Expense Limit” means the percentage of a Fund’s average daily net assets (on an annualized basis) set forth below.
The current expense limitation agreement expires on the date specified, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
| Fund |
Limit on Fund Level Expenses |
Expiration Date of Expense Limit |
||||||
| ▇▇▇▇ ▇▇▇▇▇▇▇ Corporate Bond ETF |
0.29 | % | 8/31/2025 | |||||
| ▇▇▇▇ ▇▇▇▇▇▇▇ Disciplined Value International Select ETF |
0.69 | % | 8/31/2025 | |||||
| ▇▇▇▇ ▇▇▇▇▇▇▇ Dynamic Municipal Bond ETF |
0.39 | % | 8/31/2025 | |||||
| ▇▇▇▇ ▇▇▇▇▇▇▇ Fundamental All Cap Core ETF |
0.72 | % | 8/31/2025 | |||||
| ▇▇▇▇ ▇▇▇▇▇▇▇ High Yield ETF |
0.52 | % | 8/31/2025 | |||||
| ▇▇▇▇ ▇▇▇▇▇▇▇ International High Dividend ETF |
0.46 | % | 8/31/2025 | |||||
| ▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage-Backed Securities ETF |
0.39 | % | 8/31/2025 | |||||
| ▇▇▇▇ ▇▇▇▇▇▇▇ Multifactor Large Cap ETF |
0.29 | % | 8/31/2025 | |||||
| ▇▇▇▇ ▇▇▇▇▇▇▇ Multifactor Mid Cap ETF |
0.42 | % | 8/31/2025 | |||||
| ▇▇▇▇ ▇▇▇▇▇▇▇ Multifactor Developed International ETF |
0.39 | % | 8/31/2025 | |||||
| ▇▇▇▇ ▇▇▇▇▇▇▇ Multifactor Emerging Markets ETF |
0.49 | % | 8/31/2025 | |||||
| ▇▇▇▇ ▇▇▇▇▇▇▇ Multifactor Small Cap ETF |
0.42 | % | 8/31/2025 | |||||
| ▇▇▇▇ ▇▇▇▇▇▇▇ Preferred Income ETF |
0.54 | % | 8/31/2025 | |||||
| ▇▇▇▇ ▇▇▇▇▇▇▇ U.S. High Dividend ETF |
0.34 | % | 8/31/2025 | |||||
C-1
APPENDIX D
Class Level Contractual Total Operating Expense Limitations
For purposes of this Appendix:
“Expenses” means all the expenses of a class of shares of a 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) borrowing costs; (vii) prime brokerage fees; (viii) short dividend expense; 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 Fund.
“Expense Limit” means the percentage of average daily net assets (on an annualized basis) attributable to a class of shares of the Funds set forth below.
The Adviser contractually agrees to waive advisory fees or, if 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 current expense limitation agreements expire on the dates specified, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
D-1
The Expense Limit for the classes of shares of the Funds indicated below for the purposes of this Appendix shall be as follows:
| Fund |
Class A |
Class C |
Class I |
Class R2 |
Class R4 |
Class R6 |
Class NAV |
Expiration Date of Expense Limit |
||||||||||||||||||||||||
| Disciplined Value International Fund |
N/A | N/A | 0.98 | % | N/A | N/A | 0.88 | % | N/A | 2/28/2024 | ||||||||||||||||||||||
| Fundamental Large Cap Core Fund |
N/A | 1.82 | % | 0.78 | % | N/A | N/A | N/A | N/A | 2/28/2025 | ||||||||||||||||||||||
| Global Thematic Opportunities Fund |
1.19 | % | 1.94 | % | 0.94 | % | N/A | N/A | N/A | N/A | 2/28/2025 | |||||||||||||||||||||
| Infrastructure Fund |
1.31 | % | 2.01 | % | 1.00 | % | N/A | N/A | 0.92 | % | 0.92 | % | 2/28/2025 | |||||||||||||||||||
| Short Duration Bond Fund |
0.65 | % | 1.40 | % | 0.40 | % | N/A | N/A | 0.29 | % | N/A | 9/30/2024 | ||||||||||||||||||||
D-2
APPENDIX E
Fund Level Contractual Limit on Other Expenses
For purposes of this Appendix:
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 “Expenses” of the Fund exceed the percentage of average daily 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) shareholder servicing fees, (i) borrowing costs, (j) prime brokerage fees, (k) acquired fund fees and expenses paid indirectly, and (l) short dividend expense.
“Expense Limit” means the percentage of a Fund’s average daily net assets (on an annualized basis) set forth below.
The current expense limitation agreement expires on the date specified, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
| Fund |
Limit on Other Expenses |
Expiration Date of Expense Limit |
E-1
APPENDIX F
Fund Level Contractual Investment Management Fee Waivers
The Adviser agrees to reduce ▇▇▇▇ ▇▇▇▇▇▇▇ Diversified Real Assets Fund’s management fee by an annual rate of 0.05% of the Fund’s average daily net assets. The reduction will continue until at least July 31, 2025.
The Adviser agrees to reduce ▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equity Fund’s management fee by an annual rate of 0.15% of the Fund’s average daily net assets. The reduction will continue until at least February 28, 2025.
The Adviser agrees to reduce ▇▇▇▇ ▇▇▇▇▇▇▇ Mid Cap Growth Fund’s management fee by an annual rate of 0.07% of the Fund’s average daily net assets. The reduction will continue until at least July 31, 2025.
F-1
APPENDIX G
Class Level Voluntary Total Operating 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 daily net assets (on an annualized basis) attributable to a class of shares of the Fund set forth below.
The Adviser voluntarily agrees to waive advisory fees or, if 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:
| Fund |
Classes A |
B | I | R2 | R4 | R5 | R6 | |||||||||||||||||||||
| 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 |
G-1
APPENDIX H
Fund Level Voluntary Limit on Other Expenses*
For purposes of this Appendix:
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 “Other Expenses” of the Fund exceed the percentage of average daily net assets (on an annualized basis) of the Fund as set forth in the table below. “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) investment management fees, (f) Rule 12b-1 fees, (g) transfer agent fees and service fees, (h) shareholder servicing fees, (i) borrowing costs, (j) prime brokerage fees, (k) acquired fund fees and expenses paid indirectly, and (l) short dividend expense.
| Fund |
Limit on Other Expenses |
|||
| Balanced Fund |
0.20 | % | ||
| Classic Value Fund |
0.20 | % | ||
| Emerging Markets Equity Fund |
0.25 | % | ||
| Financial Industries Fund |
0.20 | % | ||
| Fundamental Large Cap Core Fund |
0.20 | % | ||
| Infrastructure Fund |
0.25 | % | ||
| Regional Bank Fund |
0.20 | % | ||
| Seaport Long/Short Fund |
0.20 | % | ||
| Small Cap Core Fund |
0.20 | % | ||
| U.S. Global Leaders Growth Fund |
0.20 | % | ||
| Bond Fund |
0.15 | % | ||
| High Yield Fund |
0.15 | % | ||
| Income Fund |
0.15 | % | ||
| Money Market Fund |
0.15 | % | ||
| * | 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
APPENDIX I
Voluntary Money Market Fund Expense Limitation Agreement
For ▇▇▇▇ ▇▇▇▇▇▇▇ 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. In addition, the Adviser and its affiliates have voluntarily agreed to waive a portion of their fees (including, but not limited to, Rule 12b-1 fees) and/or reimburse certain expenses to the extent necessary to assist the fund in attempting to achieve a positive 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.
I-1