Re: Rule 12b-1 Fee Waiver Letter Agreement
June 26, 2013
To the Trustees of
Xxxx Xxxxxxx Funds III
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 Xxxx Xxxxxxx 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 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, | ||||||
XXXX XXXXXXX FUNDS, LLC | ||||||
By: /s/ Xxxxxxx X. Xxxx | ||||||
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Xxxxxxx X. Xxxx | ||||||
Vice President, Finance | ||||||
Agreed and Accepted | ||||||
on behalf of Xxxx Xxxxxxx Funds III | ||||||
By: | /s/ Xxxxxxx Xxxxx | |||||
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Xxxxxxx Xxxxx | ||||||
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 |
XXXX XXXXXXX FUNDS III |
Expiration Date | ||
Fund | Class R4 | of Waiver/Limit |
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Xxxx Xxxxxxx International Core Fund | 0.15% | 6/30/2014 |
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Xxxx Xxxxxxx Disciplined Value Fund | 0.15% | 6/30/2014 |
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Xxxx Xxxxxxx Disciplined Value Mid Cap Fund | 0.15% | 6/30/2014 |
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Xxxx Xxxxxxx International Value Equity Fund | 0.15% | 6/30/2014 |
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Xxxx Xxxxxxx Xxxxxxx Growth Fund | 0.15% | 6/30/2014 |
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Xxxx Xxxxxxx Small Company Fund | 0.15% | 6/30/2014 |
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