Re: Rule 12b-1 Fee Waiver Letter Agreement

Exhibit 99.(m).51

Xxxx Xxxxxxx Funds, LLC

000 Xxxxxxxx Xxxxxx

Xxxxxx, XX 00000-0000

June 23, 2016

To the Trustees of

Xxxx Xxxxxxx Funds

000 Xxxxxxxx Xxxxxx

Xxxxxx, XX 00000

Re: Rule 12b-1 Fee Waiver Letter Agreement

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 Focused High Yield Fund

Xxxx Xxxxxxx Global Conservative Absolute Return Fund

Xxxx Xxxxxxx Global Short Duration Credit Fund

Xxxx Xxxxxxx Government Income 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 Large Cap Core Fund

Xxxx Xxxxxxx Fundamental Large Cap Core Fund

Xxxx Xxxxxxx Global Focused Strategies Fund

Xxxx Xxxxxxx Global Real Estate 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

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%	2/28/2017
Classic Value Fund	N/A	N/A	N/A	0.15%	2/28/2017
Disciplined Value International Fund	N/A	N/A	N/A	0.15%	2/28/20181
Emerging Markets Equity Fund	N/A	N/A	N/A	0.15%	2/28/2017
Fundamental Large Cap Core Fund	N/A	N/A	N/A	0.15%	2/28/2017
Bond Fund	N/A	N/A	N/A	0.15%	9/30/20172
California Tax-Free Income Fund	N/A	0.90%	0.90%	N/A	9/30/20173
High Yield Municipal Bond Fund	0.15%	0.90%	0.90%	N/A	9/30/20174
Income Fund	N/A	N/A	N/A	0.15%	9/30/20172
Investment Grade Xxxx Xxxx	X/X	X/X	X/X	0.15%	9/30/20172
Tax-Free Bond Fund	0.15%	0.90%	0.90%	N/A	9/30/20174
Money Market Fund	0.15%	N/A	N/A	N/A	7/31/20175

¹ At the June 20-23, 2016 meeting of the Board of Trustees of the Trusts, the Distributor notified the Board of, and the Board approved, the extension of the waiver and limit of the Rule 12b-1 distribution fees and/or service fees for Class R4 shares of Disciplined Value International Fund to February 28, 2018, effective upon the current expiration date of February 28, 2017.

² At the June 20-23, 2016 meeting of the Board of Trustees of the Trusts, the Distributor notified the Board of, and the Board approved, the extension of the waivers and limits of the Rule 12b-1 distribution fees and/or service fees for Class R4 shares of Bond Fund, Income Fund and Investment Grade Bond Fund to September 30, 2017, each effective upon the current expiration date of September 30, 2016.

³ At the June 20-23, 2016 meeting of the Board of Trustees of the Trusts, the Distributor notified the Board of, and the Board approved, the extension of the waivers and limits of the Rule 12b-1 distribution fees and/or service fees for Class B and Class C shares of California Tax-Free Income Fund to September 30, 2017, each effective upon the current expiration date of September 30, 2016.

⁴ At the June 20-23, 2016 meeting of the Board of Trustees of the Trusts, the Distributor notified the Board of, and the Board approved, the extension of the waivers and limits of the Rule 12b-1 distribution fees and/or service fees for Class A, Class B and Class C shares of High Yield Municipal Bond Fund and Tax-Free Bond Fund to September 30, 2017, each effective upon the current expiration date of September 30, 2016.

⁵ At the March 8-10, 2016 meeting of the Board of Trustees of the Trusts, the Distributor notified the Board of, and the Board approved, the extension of the expiration date of the waiver and limit of the Rule 12b-1 distribution and service fees of Class A shares of Money Market Fund to July 31, 2017, effective upon the current expiration date of July 31, 2016.