Re: Agreement to Waive Advisory Fees and Reimburse Expenses

EXHIBIT (2)(k)(5)

June 25, 2020

To the Trustees of the Xxxx Xxxxxxx Group of Funds

000 Xxxxxxxx Xxxxxx

Boston, MA 02116

Re: Agreement to Waive Advisory Fees and Reimburse Expenses

Xxxx Xxxxxxx Variable Trust Advisers LLC (formerly Xxxx Xxxxxxx Investment Management Services, LLC) and Xxxx Xxxxxxx Investment Management LLC (formerly Xxxx Xxxxxxx Advisers, LLC) (collectively, the “Advisers”), each an investment adviser to the investment companies listed in Appendix A (collectively, the “Xxxx Xxxxxxx Funds”), hereby notify you as follows:

1. Each Adviser agrees to waive its management fee for a Xxxx Xxxxxxx Fund portfolio, as applicable, or otherwise reimburse the expenses of that portfolio as set forth below (the “Reimbursement”).

2. The Reimbursement shall apply to all Xxxx Xxxxxxx Fund portfolios in existence on the date of this Agreement, except those noted below, and to all future Xxxx Xxxxxxx Fund portfolios to which an Adviser agrees this Agreement should apply (the “Participating Portfolios”).

The Reimbursement shall not apply to the following Xxxx Xxxxxxx Variable Insurance Trust portfolios:

Each Managed Volatility Portfolio

Each Lifecycle Trust

Each Lifestyle Portfolio

The reimbursement shall not apply to the following Xxxx Xxxxxxx Funds II portfolios:

Each Multi-Index Preservation Portfolio

Each Multimanager Lifestyle Portfolio

Each Multi-Index Lifestyle Portfolio

Each Multimanager Lifetime Portfolio

Each Multi-Index Lifetime Portfolio

Alternative Asset Allocation Fund

Retirement Income 2040 Fund

The Reimbursement shall not apply to Xxxx Xxxxxxx Collateral Trust.

The Reimbursement shall not apply to the following Xxxx Xxxxxxx Strategic Series portfolios:

Xxxx Xxxxxxx Managed Account Shares Investment-Grade Corporate Bond Portfolio

Xxxx Xxxxxxx Managed Account Shares Securitized Debt Portfolio

Xxxx Xxxxxxx Managed Account Shares Non-Investment-Grade Corporate Bond Portfolio

3. The Reimbursement shall equal on an annualized basis:

0.01% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $75 billion but is less than or equal to $125 billion;

0.0125% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $125 billion but is less than or equal to $150 billion;

0.0150% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $150 billion but is less than or equal to $175 billion;

0.0175% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $175 billion but is less than or equal to $200 billion;

0.02% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $200 billion but is less than or equal to $225 billion; and

0.0225% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $225 billion.

The amount of the Reimbursement shall be calculated daily and allocated among all the Participating Portfolios in proportion to the daily net assets of each such portfolio.

4. The Reimbursement with respect to each Participating Portfolio expires on July 31, 2022 unless renewed by mutual agreement of the Xxxx Xxxxxxx Funds and the Advisers based upon a determination that this is appropriate under the circumstances at the time.

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5. This Agreement is effective as of June 25, 2020 and supersedes the prior Letter Agreement from the Adviser to the Trustees relating to the same subject matter.

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			Very truly yours,
			Xxxx Xxxxxxx Variable Trust Advisers LLC
			By:	/s/ Xxx Xxxxxxxxx
				Xxx Xxxxxxxxx

			Xxxx Xxxxxxx Investment Management LLC
			By:	/s/ Xxx Xxxxxxxxx
				Xxx Xxxxxxxxx

ACCEPTED BY:

Xxxx Xxxxxxx Xxxx Trust
Xxxx Xxxxxxx California Tax-Free Income Fund	Xxxx Xxxxxxx Investors Trust
Xxxx Xxxxxxx Capital Series	Xxxx Xxxxxxx Municipal Securities Trust
Xxxx Xxxxxxx Current Interest	Xxxx Xxxxxxx Preferred Income Fund
Xxxx Xxxxxxx Exchange-Traded Fund Trust	Xxxx Xxxxxxx Preferred Income Fund II
Xxxx Xxxxxxx Financial Opportunities Fund	Xxxx Xxxxxxx Preferred Income Fund III
Xxxx Xxxxxxx Funds II	Xxxx Xxxxxxx Premium Dividend Fund
Xxxx Xxxxxxx Funds III	Xxxx Xxxxxxx Sovereign Bond Fund
Xxxx Xxxxxxx Hedged Equity & Income Fund	Xxxx Xxxxxxx Strategic Series
Xxxx Xxxxxxx Income Securities Trust	Xxxx Xxxxxxx Tax-Advantaged Dividend Income Fund
Xxxx Xxxxxxx Investment Trust	Xxxx Xxxxxxx Tax-Advantaged Global Shareholder Yield Fund
Xxxx Xxxxxxx Investment Trust II	Xxxx Xxxxxxx Variable Insurance Trust

			On behalf of each of its series identified as a Participating Portfolio
			By:	/s/ Xxxxxx X. Xxxxxx
				Xxxxxx X. Xxxxxx

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Appendix A

Xxxx Xxxxxxx Xxxx Trust
Xxxx Xxxxxxx California Tax-Free Income Fund	Xxxx Xxxxxxx Investors Trust
Xxxx Xxxxxxx Capital Series	Xxxx Xxxxxxx Municipal Securities Trust
Xxxx Xxxxxxx Current Interest	Xxxx Xxxxxxx Preferred Income Fund
Xxxx Xxxxxxx Exchange-Traded Fund Trust	Xxxx Xxxxxxx Preferred Income Fund II
Xxxx Xxxxxxx Financial Opportunities Fund	Xxxx Xxxxxxx Preferred Income Fund III
Xxxx Xxxxxxx Funds II	Xxxx Xxxxxxx Premium Dividend Fund
Xxxx Xxxxxxx Funds III	Xxxx Xxxxxxx Sovereign Bond Fund
Xxxx Xxxxxxx Hedged Equity & Income Fund	Xxxx Xxxxxxx Strategic Series
Xxxx Xxxxxxx Income Securities Trust	Xxxx Xxxxxxx Tax-Advantaged Dividend Income Fund
Xxxx Xxxxxxx Investment Trust	Xxxx Xxxxxxx Tax-Advantaged Global Shareholder Yield Fund
Xxxx Xxxxxxx Investment Trust II	Xxxx Xxxxxxx Variable Insurance Trust

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