Agreement to Waive Advisory Fees and Reimburse Expenses

July 1, 2014

To the Trustees of the Xxxx Xxxxxxx Group of Funds

000 Xxxxxxxx Xxxxxx

Boston, MA 02210

Re:

Agreement to Waive Advisory Fees and Reimburse Expenses

Xxxx Xxxxxxx Investment Management Services, LLC and 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 Lifestyle Trust

Each Lifecycle Trust

Each Lifestyle PS Series

Core Strategy Trust

Xxxxxxxx Xxxxxxxxx Founding Allocation Trust

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

Each Retirement Choices Portfolio

Each Lifestyle Portfolio

Each Lifestyle II Portfolio

Each Retirement Living Portfolio

Each Retirement Living II Portfolio

Alternative Asset Allocation Fund

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; and

0.0150% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $150 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 may be terminated or modified at any time by an Adviser upon notice to the Participating Portfolio and approval of the Xxxx Xxxxxxx Funds Board of Trustees.  

5.  This Agreement is effective as of July 1, 2014 and supersedes the prior Letter Agreement from the Adviser to the Trustees relating to the same subject matter.

- 2 -

Very truly yours,

Xxxx Xxxxxxx Investment Management Services, LLC

By:

/s/ Xxx Xxxxxxx

Xxx Xxxxxxx, Senior Vice President and Chief Investment Officer

Xxxx Xxxxxxx Advisers, LLC

By:

/s/ Xxx Xxxxxxx

Xxx Xxxxxxx, Senior Vice President and Chief Investment Officer

ACCEPTED BY:

Xxxx Xxxxxxx Financial Opportunities Fund	Xxxx Xxxxxxx Floating Rate High Income Fund
Xxxx Xxxxxxx Xxxx Trust	Xxxx Xxxxxxx Municipal Securities Trust
Xxxx Xxxxxxx California Tax-Free Income Fund	Xxxx Xxxxxxx Preferred Income Fund
Xxxx Xxxxxxx Capital Series	Xxxx Xxxxxxx Preferred Income Fund II
Xxxx Xxxxxxx Current Interest	Xxxx Xxxxxxx Preferred Income Fund III
Xxxx Xxxxxxx Emerging Markets Income Fund	Xxxx Xxxxxxx Premium Dividend Fund
Xxxx Xxxxxxx Funds III	Xxxx Xxxxxxx Sovereign Bond Fund
Xxxx Xxxxxxx Hedged Equity & Income Fund	Xxxx Xxxxxxx Strategic Diversified Income Fund
Xxxx Xxxxxxx Income Securities Trust	Xxxx Xxxxxxx Strategic Series
Xxxx Xxxxxxx Investment Trust	Xxxx Xxxxxxx Tax-Advantaged Dividend Income Fund
Xxxx Xxxxxxx Investment Trust II	Xxxx Xxxxxxx Tax-Advantaged Global Shareholder Yield Fund
Xxxx Xxxxxxx Investment Trust III	Xxxx Xxxxxxx Tax-Exempt Series Fund
Xxxx Xxxxxxx Investors Trust	Xxxx Xxxxxxx Funds II
	Xxxx Xxxxxxx Variable Insurance Trust
	On behalf of each of its series identified as a Participating Portfolio
	By: /s/ Xxxxxx X. Xxxxxx President

- 3 -

Appendix A

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

- 4 -