Realty Capital Securities, LLC New York, NY 10022 May 10, 2013 Board of Trustees of Realty Capital Income Funds Trust 15th Floor New York, NY 10022 Re: Rule 12b-1 Fee Waiver Letter Agreement
Realty Capital Securities, LLC
000 Xxxx Xxxxxx
New York, NY 10022
May 10, 2013
Board of Trustees of Realty Capital Income Funds Trust
000 Xxxx Xxxxxx
15th Floor
New York, NY 10022
Re: Rule 12b-1 Fee Waiver Letter Agreement
To the Board of Trustees of Realty Capital Income Funds Trust:
With reference to the Distribution and Shareholder Services Plan for Class A shares entered into by and between Realty Capital Securities, LLC (the “Distributor”) and Realty Capital Income Funds Trust (the “Trust”), on behalf of the Trust’s 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 shareholder services fees to the extent necessary to achieve the aggregate distribution and shareholder services fees of each Fund as set forth in Appendix B hereto. |
| 2. | We understand and intend that the Trust will rely on this undertaking in overseeing the preparation and filing of the registration statement on Form N-1A for the Trust and the Funds and any and all amendments to such registration statement 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 do so. |
| Sincerely, | ||
| REALTY CAPITAL SECURITIES, LLC | ||
| By: | /s/ Xxxx X. Xxxxx | |
| Xxxx X. Xxxxx | ||
| Chief Operating Officer | ||
Agreed and Accepted
on behalf of the Trust each Fund listed in Appendix A
| By: | /s/ Xxxx X. Xxxxx |
| Xxxx X. Xxxxx | |
| President |
APPENDIX A
FUNDS
Realty Capital Income Funds Trust
AR Capital Real Estate Income Fund
APPENDIX B
| Fund | Class A | Expiration Date of Waiver/Limit | ||
| AR Capital Real Estate Income Fund | 0.25% | August 1, 2014 |
