September 16, 2015 To the Trustees of John Hancock Funds III Boston, MA 02210 Re: Rule 12b-1 Fee Waiver Letter Agreement
▇▇▇▇ ▇▇▇▇▇▇▇ Funds, LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Boston, MA 02210-2805
September 16, 2015
To the Trustees of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds III
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Boston, MA 02210
Re: Rule 12b-1 Fee Waiver Letter Agreement
With reference to each of the Distribution Plans entered into by and between ▇▇▇▇ ▇▇▇▇▇▇▇ Funds, LLC (the “Distributor”) and ▇▇▇▇ ▇▇▇▇▇▇▇ Funds III (the “Trust”), on behalf of each of its 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 Rule 12b-1 distribution and service fees of each Fund as set forth in Appendix A hereto. The expense waiver agreements expire on the dates specified, unless renewed by mutual agreement of the Fund and the Distributor based upon a determination that this is appropriate under the circumstances at that time.
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 so to rely.
Sincerely,
▇▇▇▇ ▇▇▇▇▇▇▇ FUNDS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President, Finance
▇▇▇▇▇▇ and Accepted
on behalf of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds III
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
| Chief Financial Officer |
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 Trust individually but only upon the assets of the Funds.
APPENDIX A
▇▇▇▇ ▇▇▇▇▇▇▇ FUNDS III
| Fund | Class R4 | Expiration Date of Waiver/Limit |
| ▇▇▇▇ ▇▇▇▇▇▇▇ Core High Yield Fund | 0.15% | 6/30/2016 |
| ▇▇▇▇ ▇▇▇▇▇▇▇ International Core Fund | 0.15% | 6/30/2016 |
| ▇▇▇▇ ▇▇▇▇▇▇▇ Disciplined Value Fund | 0.15% | 6/30/2016 |
| ▇▇▇▇ ▇▇▇▇▇▇▇ Disciplined Value Mid Cap Fund | 0.15% | 6/30/2016 |
| ▇▇▇▇ ▇▇▇▇▇▇▇ International Growth Fund | 0.15% | 6/30/2017 |
| ▇▇▇▇ ▇▇▇▇▇▇▇ International Value Equity Fund | 0.15% | 6/30/2016 |
| ▇▇▇▇ ▇▇▇▇▇▇▇ Select Growth Fund | 0.15% | 6/30/2016 |
| ▇▇▇▇ ▇▇▇▇▇▇▇ Small Company Fund | 0.15% | 6/30/2016 |
| ▇▇▇▇ ▇▇▇▇▇▇▇ Strategic Growth Fund | 0.15% | 6/30/2016 |