Re: Rule 12b-1 Fee Waiver Letter Agreement
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Xxxx Xxxxxxx Funds, LLC |
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June 22, 2017
To the Trustees of
Xxxx Xxxxxxx Funds
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
With reference to each of the Distribution Plans entered into by and between Xxxx Xxxxxxx 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 Rule 12b-1 distribution and service fees of each Fund as set forth in Appendix B 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 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, | |
| XXXX XXXXXXX FUNDS, LLC | |
| By: | /s/ Xxxxxxx X. Xxxx |
| Xxxxxxx X. Xxxx | |
| Chief Financial Officer | |
| Agreed and Accepted | |
| on behalf of each applicable Trust listed in Appendix A | |
| By: | /s/ Xxxxxxx X. Xxxxx |
| Xxxxxxx X. Xxxxx | |
| 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
| XXXX XXXXXXX XXXX TRUST |
| Xxxx Xxxxxxx ESG Core Bond Fund |
| Xxxx Xxxxxxx Global Conservative Absolute Return Fund |
| Xxxx Xxxxxxx Global Short Duration Credit Fund |
| Xxxx Xxxxxxx Government Income Fund |
| Xxxx Xxxxxxx High Yield Fund |
| Xxxx Xxxxxxx Investment Grade Bond Fund |
| XXXX XXXXXXX CALIFORNIA TAX-FREE INCOME FUND |
| Xxxx Xxxxxxx California Tax-Free Income Fund |
| XXXX XXXXXXX CAPITAL SERIES |
| Xxxx Xxxxxxx Classic Value Fund |
| Xxxx Xxxxxxx U.S. Global Leaders Growth Fund |
| XXXX XXXXXXX CURRENT INTEREST |
| Xxxx Xxxxxxx Money Market Fund |
| XXXX XXXXXXX INVESTMENT TRUST |
| Xxxx Xxxxxxx Balanced Fund |
| Xxxx Xxxxxxx Disciplined Value International Fund |
| Xxxx Xxxxxxx Emerging Markets Equity Fund |
| Xxxx Xxxxxxx Enduring Assets Fund |
| Xxxx Xxxxxxx ESG All Cap Core Fund |
| Xxxx Xxxxxxx ESG International Equity Fund |
| Xxxx Xxxxxxx ESG Large Cap Core Fund |
| Xxxx Xxxxxxx Fundamental Large Cap Core Fund |
| Xxxx Xxxxxxx Global Focused Strategies Fund |
| Xxxx Xxxxxxx Seaport Fund |
| Xxxx Xxxxxxx Small Cap Core Fund |
| Xxxx Xxxxxxx Value Equity Fund |
| XXXX XXXXXXX INVESTMENT TRUST II |
| Xxxx Xxxxxxx Financial Industries Fund |
| Xxxx Xxxxxxx Regional Bank Fund |
| XXXX XXXXXXX INVESTMENT TRUST III |
| Xxxx Xxxxxxx Greater China Opportunities Fund |
| XXXX XXXXXXX MUNICIPAL SECURITIES TRUST |
| Xxxx Xxxxxxx High Yield Municipal Bond Fund |
| Xxxx Xxxxxxx Tax-Free Bond Fund |
| XXXX XXXXXXX SOVEREIGN BOND FUND |
| Xxxx Xxxxxxx Xxxx Fund |
| XXXX XXXXXXX STRATEGIC SERIES |
| Xxxx Xxxxxxx Income Fund |
A-1
APPENDIX B
| Fund | Class A |
Class B |
Class C |
Class R4 |
Expiration Date of Waiver/Limit |
| Balanced Fund | N/A | N/A | N/A | 0.15% | 2/28/2018 |
| Classic Value Fund | N/A | N/A | N/A | 0.15% | 2/28/2018 |
| Disciplined Value International Fund | N/A | N/A | N/A | 0.15% | 2/28/2018 |
| Emerging Markets Equity Fund | N/A | N/A | N/A | 0.15% | 2/28/2018 |
| Fundamental Large Cap Core Fund | N/A | N/A | N/A | 0.15% | 2/28/2018 |
| Bond Fund | N/A | N/A | N/A | 0.15% | 9/30/20181 |
| California Tax-Free Income Fund | N/A | 0.90% | 0.90% | N/A | 9/30/20182 |
| High Yield Municipal Bond Fund | 0.15% | 0.90% | 0.90% | N/A | 9/30/20183 |
| Income Fund | N/A | N/A | N/A | 0.15% | 9/30/20181 |
| Investment Grade Bond Fund | N/A | N/A | N/A | 0.15% | 9/30/20181 |
| Tax-Free Bond Fund | 0.15% | 0.90% | 0.90% | N/A | 9/30/20183 |
| Money Market Fund | 0.00% | 0.00% | 0.00% | N/A | 7/31/20184 |
1 At the June 20 – 22, 2017 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the waiver and limit of the Rule 12b-1 distribution fees and/or services fees for Class R4 shares of Bond Fund, Income Fund, and Investment Grade Bond Fund to September 30, 2018, each effective upon the current expiration date of September 30, 2017.
2 At the June 20-22, 2017 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the waiver and limit of the Rule 12b-1 distribution fees and /or services fees for Class B and Class C shares of California Tax-Free Income Fund through September 30, 2018, effective upon the current expiration date of September 30, 2017.
3 At the June 20-22, 2017 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the waiver and limit of the Rule 12b-1 distribution fees and /or services fees for Class A, Class B, and Class C shares of High Yield Municipal Bond Fund and Tax-Free Bond Fund through September 30, 2018, each effective upon the current expiration date of September 30, 2017.
4 At the June 20-22, 2017 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the expiration of the prior waiver and limit of the Rule 12b-1 distribution fees and/or service fees for Class A shares, and to waive all 12b-1 fees for Class A, Class B, and Class C shares for the Money Market Fund through July 31,2018, effective upon the expiration date of the prior Class A waiver (July 31, 2017).
B-1
