Re: Agreement to Waive Advisory Fees and Reimburse Expenses

EXHIBIT (h)(4)

June 27, 2024

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 Lifestyle Portfolio

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

Each Preservation Blend Portfolio (formerly, the Multi-Index Preservation Portfolios)

Each Multimanager Lifestyle Portfolio

Each Lifestyle Blend Portfolio (formerly, the Multi-Index Lifestyle Portfolios)

Each Multimanager Lifetime Portfolio

Each Lifetime Blend Portfolio (formerly, the Multi-Index Lifetime Portfolios)

Alternative Asset Allocation 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

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

Xxxx Xxxxxxx Managed Account Shares Bond Completion 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.

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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, except as noted. With respect to Participating Portfolios that pay advisory fees based on managed assets, “aggregate net assets” above is defined to include managed assets, as defined in each such Participating Portfolio’s respective Advisory Agreement. With respect to Xxxx Xxxxxxx Asset-Based Lending Fund, “daily net assets” as described above shall be calculated based on the prior month’s managed asset value and then adjusted as necessary following the end of each monthly period.

4. The Reimbursement with respect to each Participating Portfolio expires on July 31, 2026 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.

5. This Agreement is effective as of June 27, 2024 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 Asset-Based Lending Fund		Xxxx Xxxxxxx Investment Trust Xxxx Xxxxxxx Investment Trust II
Xxxx Xxxxxxx Xxxx Trust		Xxxx Xxxxxxx Investors Trust
Xxxx Xxxxxxx California Tax-Free Income Fund		Xxxx Xxxxxxx Multi Asset Credit Fund Xxxx Xxxxxxx Municipal Securities Trust
Xxxx Xxxxxxx Capital Series		Xxxx Xxxxxxx Preferred Income Fund
Xxxx Xxxxxxx Current Interest		Xxxx Xxxxxxx Preferred Income Fund II
Xxxx Xxxxxxx Exchange-Traded Fund Trust		Xxxx Xxxxxxx Preferred Income Fund III Xxxx Xxxxxxx Premium Dividend Fund
Xxxx Xxxxxxx Financial Opportunities Fund		Xxxx Xxxxxxx Sovereign Bond Fund Xxxx Xxxxxxx Strategic Series
Xxxx Xxxxxxx Funds II Xxxx Xxxxxxx Funds III		Xxxx Xxxxxxx Tax-Advantaged Dividend Income Fund
Xxxx Xxxxxxx Hedged Equity & Income Fund		Xxxx Xxxxxxx Tax-Advantaged Global Shareholder Yield Fund
Xxxx Xxxxxxx Income Securities Trust		Xxxx Xxxxxxx Variable Insurance Trust

On behalf of each of its series identified as a Participating Portfolio
By:		/s/ Xxxxxxx Xxxxxxxx
		Xxxxxxx Xxxxxxxx

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Appendix A

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

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