Re: Rule 12b-1 Fee Waiver Letter Agreement
| Xxxx Xxxxxxx Funds, LLC 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-2805 |
 |
December 8, 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 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 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
A-1
APPENDIX B
| Fund | Class | Class | Class | Class | Expiration Date of |
| A | B | C | R4 | Waiver/Limit | |
| Balanced Fund | N/A | N/A | N/A | 0.15% | 2/28/20181 |
| Classic Value Fund | N/A | N/A | N/A | 0.15% | 2/28/20181 |
| Disciplined Value | N/A | N/A | N/A | 0.15% | 2/28/2018 |
| International Fund | |||||
| Emerging Markets Equity | N/A | N/A | N/A | 0.15% | 2/28/20181 |
| Fund | |||||
| Fundamental Large Cap Core | N/A | N/A | N/A | 0.15% | 2/28/20181 |
| Fund | |||||
| Bond Fund | N/A | N/A | N/A | 0.15% | 9/30/2017 |
| California Tax-Free Income | N/A | 0.90% | 0.90% | N/A | 9/30/2017 |
| Fund | |||||
| High Yield Municipal Bond | 0.15% | 0.90% | 0.90% | N/A | 9/30/2017 |
| Fund | |||||
| Income Fund | N/A | N/A | N/A | 0.15% | 9/30/2017 |
| Investment Grade Bond Fund | N/A | N/A | N/A | 0.15% | 9/30/2017 |
| Tax-Free Bond Fund | 0.15% | 0.90% | 0.90% | N/A | 9/30/2017 |
| Money Market Fund | 0.15% | N/A | N/A | N/A | 7/31/2017 |
____________________
1 At the December 6-8, 2016
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 service fees for Class R4 shares of Balanced
Fund, Classic Value Fund, Emerging Markets Equity Fund and Fundamental Large Cap
Core Fund to February 28, 2018, each effective upon the current expiration date
of February 28, 2017.
B-1
