July 1, 2024
July 1, 2024
The Xxxxxx Funds
000 Xxxxxxx Xxxxxx
Boston, Massachusetts 02110
Ladies and Gentlemen:
Xxxxxx Investment Management, LLC (“PIM”) and, upon effectiveness of the new management contracts for the funds listed in Schedule A, Franklin Advisers, Inc. (“FAV”), hereby contractually agree, as of the date hereof, with respect to the funds specified below or in Schedule B, Schedule C, or Schedule D, to waive fees and reimburse certain expenses in the manner provided below:
| 1. | Other expenses. |
| a. | PIM or FAV, as applicable, agrees to waive fees and/or reimburse expenses of each open-end fund listed on Schedule B and each variable trust fund listed on Schedule C to the extent necessary to limit the cumulative expenses of the fund, exclusive of brokerage, interest, taxes, investment-related expenses (including borrowing costs, i.e., short selling and lines of credit costs), extraordinary expenses, acquired fund fees and expenses, and payments under the fund’s investor servicing contract, the fund’s investment management contract (including any applicable performance-based upward or downward adjustment to a fund’s base management fee), and the fund’s distribution plans, to an annual (measured on a fiscal year basis) rate of 0.20% of the fund’s average net assets. This contractual waiver will remain in effect for a fund through the expiration of one year following the effective date of the next annual update of the fund’s registration statement. |
| b. | PIM or FAV, as applicable, agrees to waive fees and/or reimburse expenses of Xxxxxx Dynamic Asset Allocation Equity Fund to the extent necessary to limit the cumulative expenses of the fund, exclusive of brokerage, interest, taxes, investment-related expenses (including borrowing costs, i.e., short selling and lines of credit costs), extraordinary expenses, acquired fund fees and expenses, and payments under the fund’s investor servicing contract, the fund’s investment management contract, and the fund’s distribution plans, to an annual (measured on a fiscal year basis) rate of 0.02% of the fund’s average net assets. This contractual waiver will remain in effect through the expiration of the one-year period following the effective date of the next annual update of the fund’s registration statement. |
| 2. | Fund-specific expense limitations. |
| a. | As set forth in the table below, PIM or FAV, as applicable, agrees to waive fees and/or reimburse expenses of each fund set forth below to the extent that the total annual fund operating expenses for the fund -- exclusive of payments under the fund’s distribution plans, any applicable performance-based upward or downward adjustment to the fund’s |
| base management fee, brokerage, interest, taxes, investment-related expenses (including borrowing costs, i.e., short selling and lines of credit costs), extraordinary expenses, and acquired fund fees and expenses – would exceed the specified rate through the specified date, which is the expiration of the one-year period following the effective date of the next annual update of each fund’s registration statement: |
| Fund | Proposed Contractual Limitation on Total Fund Operating Expenses |
Expiration
|
| Xxxxxx VT Emerging Markets Equity Fund | 1.09% | April 30, 2026 |
| Xxxxxx VT Mortgage Securities Fund | 0.50% | April 30, 2026 |
| b. | As set forth in the table below, PIM or FAV, as applicable, agrees to waive fees and/or reimburse expenses of each fund set forth below to the extent that the total annual fund operating expenses for the fund – exclusive of payments under the fund’s distribution plans, payments under the fund’s investor servicing contract, any applicable performance-based upward or downward adjustment to the fund’s base management fee, brokerage, interest, taxes, investment-related expenses (including borrowing costs, i.e., short selling and lines of credit costs), extraordinary expenses, and acquired fund fees and expenses – would exceed the specified rate through the specified date, which is the expiration of the one-year period (three-year period in the case of Xxxxxx Ultra Short MAC Series) following the effective date of the next post-effective amendment of each fund’s registration statement: |
| Fund | Proposed Contractual Limitation on Total Fund Operating Expenses |
Expiration
|
| Xxxxxx Emerging Markets Equity Fund | 0.78% | December 30, 2025 |
| Xxxxxx Global Income Trust | 0.43% | February 28, 2026 |
| Xxxxxx Income Fund | 0.33% | Feb. 28, 2026 |
| Xxxxxx Multi-Asset Income Fund | 0.40% | Dec. 30, 2025 |
| Xxxxxx Intermediate-Term Municipal Income Fund | 0.52% | March 30, 2026 |
| Xxxxxx International Value Fund | 0.59% | October 30, 2025 |
| Xxxxxx Ultra Short MAC Series | 0.00% | November 30, 2027 |
| Xxxxxx Mortgage Opportunities Fund | 0.46% | September 30, 2025 |
| Xxxxxx Ultra Short Duration Income Fund | 0.24% | Nov. 30, 2025 |
| Xxxxxx Short-Term Municipal Income Fund | 0.28% | March 30, 2026 |
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| 3. | Xxxxxx Short Term Investment Fund. PIM or FAV, as applicable, agrees to waive the contractual management fee of 0.25% for Xxxxxx Short Term Investment Fund through November 30, 2025, the expiration of the one-year period following the effective date of the next update of the fund’s registration statement. |
| 4. | Xxxxxx VT Focused International Equity Fund. XXX agrees to waive 5 basis points of the contractual management fee payable by Xxxxxx VT Focused International Equity Fund through April 30, 2026, the expiration of the one-year period following the effective date of the next annual update of the fund’s registration statement. |
| 5. | Target Date Funds. |
| x. | Xxxxxx Sustainable Retirement Funds: PIM or FAV, as applicable, agrees to (1) waive fees and/or reimburse expenses of each Xxxxxx Sustainable Retirement Fund, in an amount equal to the fund’s “acquired fund fees and expenses” and (2) waive fees and/or reimburse expenses of each class of shares specified below of each Xxxxxx Sustainable Retirement Fund in an amount sufficient to result in total annual fund operating expenses for each share class of the fund – exclusive of payments under the fund’s distribution plan, brokerage, interest, taxes, investment-related expenses (including borrowing costs, i.e., short selling and lines of credit costs), acquired fund fees and expenses, and extraordinary expenses – that equal the amount specified in the table below of the fund’s average net assets attributable to each such class. Each of these contractual waivers will remain in effect through the date that is three years after the effective date of the next amendment filed pursuant to Rule 485(b) under the Securities Act of 1933, as amended, of each fund’s registration statement (except for Xxxxxx Sustainable Retirement 2060 Fund, which will remain in effect through the date that is ten years after the effective date of the next amendment filed pursuant to Rule 485(b) under the Securities Act of 1933, as amended, of the fund’s registration statement). |
| Share Class | Net Total Expense Ratio Cap |
| Class A | 0.60% |
| Class B | 0.60% |
| Class C | 0.60% |
| Class R | 0.75% |
| Class R3 | 0.75% |
| Class R4 | 0.75% |
| Class R5 | 0.60% |
| Class R6 | 0.50% |
| Class Y | 0.60% |
| x. | Xxxxxx Retirement Advantage Funds: PIM or FAV, as applicable, agrees to (1) waive fees and/or reimburse expenses of each Xxxxxx Retirement Advantage Fund in an amount equal to each fund’s “acquired fund fees and expenses” and (2) waive fees and/or reimburse expenses of each class of shares specified below of each Xxxxxx Retirement Advantage Fund in an amount sufficient to result in total annual fund operating expenses for each class of each fund – exclusive of payments under the fund’s distribution plan, brokerage, interest, taxes, investment-related expenses (including borrowing costs, i.e., short selling and lines of credit costs), acquired fund fees and expenses, and extraordinary expenses – that equal |
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the amount specified in the table below of the fund’s average net assets attributable to each such class. Each of these contractual waivers will remain in effect through the date that is three years after the effective date of the next annual update of each fund’s registration statement.
| Share Class | Net Total Expense Ratio Cap |
| Class A | 0.55% |
| Class C | 0.55% |
| Class R | 0.70% |
| Class R3 | 0.70% |
| Class R4 | 0.70% |
| Class R5 | 0.55% |
| Class R6 | 0.45% |
| Class Y | 0.55% |
Effective July 1, 2024, this contractual undertaking supersedes any prior contractual expense limitation provisions between PIM or FAV and the funds. This undertaking shall be binding upon any successors and assignees of PIM or FAV, as applicable.
A copy of the Declaration of Trust (including any amendments thereto) of each of The Xxxxxx Funds is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of each Xxxxxx Fund as trustees and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees or officers or shareholders individually, but binding only upon the assets and property of each Xxxxxx Fund with respect to its obligations under this instrument. Furthermore, notice is given that the assets and liabilities of each series of each Xxxxxx Fund that is a series company are separate and distinct and that the obligations of or arising out of this instrument are several and not joint or joint and several and are binding only on the assets of each series with respect to its obligations under this instrument. Each fund is acting on its own behalf separately from all of the other investment companies and not jointly or jointly and severally with any of the other investment companies.
[Remainder of page intentional blank.]
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| Very truly yours, | |||
| XXXXXX INVESTMENT MANAGEMENT, LLC | |||
| By: | /s/ Xxxxxxx X. Xxxx | ||
| Xxxxxxx X. Xxxx | |||
| Secretary | |||
| XXXXXXXX ADVISERS, INC. | |||
| By: | /s/ Xxxxxx X. Xxxxxxxx | ||
| Xxxxxx X. Xxxxxxxx | |||
| Chief Legal Officer | |||
Agreed and accepted by each Xxxxxx fund listed on Schedule A,
Schedule B and Schedule C
| By: | /s/ Xxxxxxxx X. Xxxxxxx |
| Xxxxxxxx X. Xxxxxxx | |
| Executive Vice President, Principal | |
| Executive Officer, and Compliance Liaison |
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Schedule A
Funds to be advised by FAV upon effectiveness of new investment management agreements:
Xxxxxx California Tax Exempt Income Fund
Xxxxxx Diversified Income Trust
Xxxxxx Asset Allocation Funds
-Xxxxxx Dynamic Asset Allocation Balanced Fund
-Xxxxxx Dynamic Asset Allocation Conservative Fund
-Xxxxxx Dynamic Asset Allocation Growth Fund
-Xxxxxx Multi-Asset Income Fund
Xxxxxx ETF Trust
-Xxxxxx ESG Core Bond ETF
-Xxxxxx ESG High Yield ETF
-Xxxxxx ESG Ultra Short ETF
Xxxxxx Funds Trust
-Xxxxxx Core Bond Fund
-Xxxxxx Dynamic Asset Allocation Equity Fund
-Xxxxxx Floating Rate Income Fund
-Xxxxxx Intermediate-Term Municipal Income Fund
-Xxxxxx Mortgage Opportunities Fund
-Xxxxxx Short Duration Bond Fund
-Xxxxxx Short Term Investment Fund
-Xxxxxx Short-Term Municipal Income Fund
-Xxxxxx Ultra Short Duration Income Fund
-Xxxxxx Ultra Short MAC Series
Xxxxxx Global Income Trust
Xxxxxx High Yield Fund
Xxxxxx Income Fund
Xxxxxx Investment Funds
-Xxxxxx Government Money Market Fund
Xxxxxx Massachusetts Tax Exempt Income Fund
Xxxxxx Minnesota Tax Exempt Income Fund
Xxxxxx Money Market Fund
Xxxxxx Mortgage Securities Fund
Xxxxxx New Jersey Tax Exempt Income Fund
Xxxxxx New York Tax Exempt Income Fund
Xxxxxx Ohio Tax Exempt Income Fund
Xxxxxx Pennsylvania Tax Exempt Income Fund
Xxxxxx Target Date Funds
-Xxxxxx Retirement Advantage Maturity Fund
-Xxxxxx Retirement Advantage 2065 Fund
-Xxxxxx Retirement Advantage 2060 Fund
-Xxxxxx Retirement Advantage 2055 Fund
-Xxxxxx Retirement Advantage 2050 Fund
-Xxxxxx Retirement Advantage 2045 Fund
-Xxxxxx Retirement Advantage 2040 Fund
-Xxxxxx Retirement Advantage 2035 Fund
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-Xxxxxx Retirement Advantage 2030 Fund
-Xxxxxx Retirement Advantage 2025 Fund
-Xxxxxx Sustainable Retirement Maturity Fund
-Xxxxxx Sustainable Retirement 2065 Fund
-Xxxxxx Sustainable Retirement 2060 Fund
-Xxxxxx Sustainable Retirement 2055 Fund
-Xxxxxx Sustainable Retirement 2050 Fund
-Xxxxxx Sustainable Retirement 2045 Fund
-Xxxxxx Sustainable Retirement 2040 Fund
-Xxxxxx Sustainable Retirement 2035 Fund
-Xxxxxx Sustainable Retirement 2030 Fund
-Xxxxxx Sustainable Retirement 2025 Fund
Xxxxxx Tax Exempt Income Fund
Xxxxxx Tax-Free Income Trust
-Xxxxxx Strategic Intermediate Municipal Fund
-Xxxxxx Tax-Free High Yield Fund
Xxxxxx Variable Trust
-Xxxxxx VT Diversified Income Fund
-Xxxxxx VT Global Asset Allocation Fund
-Xxxxxx VT Government Money Market Fund
-Xxxxxx VT High Yield Fund
-Xxxxxx VT Income Fund
-Xxxxxx VT Mortgage Securities Fund
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Schedule B
Xxxxxx California Tax Exempt Income Fund
Xxxxxx Convertible Securities Fund
Xxxxxx Diversified Income Trust
Xxxxxx Asset Allocation Funds
- Xxxxxx Dynamic Asset Allocation Balanced Fund
- Xxxxxx Dynamic Asset Allocation Conservative Fund
- Xxxxxx Dynamic Asset Allocation Growth Fund
- Xxxxxx Multi-Asset Income Fund
Xxxxxx Focused International Equity Fund
Xxxxxx Funds Trust
- Xxxxxx Emerging Markets Equity Fund
- Xxxxxx Floating Rate Income Fund
- Xxxxxx Focused Equity Fund
- Xxxxxx Global Technology Fund
- Xxxxxx Intermediate-Term Municipal Income Fund
- Xxxxxx International Value Fund
- Xxxxxx Mortgage Opportunities Fund
- Xxxxxx Core Equity Fund
- Xxxxxx Short-Term Municipal Income Fund
- Xxxxxx Small Cap Growth Fund
- Xxxxxx Ultra Short Duration Income Fund
Xxxxxx Xxxxxx Balanced Fund
Xxxxxx Global Health Care Fund
Xxxxxx Global Income Trust
Xxxxxx High Yield Fund
Xxxxxx Income Fund
Xxxxxx International Equity Fund
Xxxxxx Investment Funds
-Xxxxxx Government Money Market Fund
-Xxxxxx International Capital Opportunities Fund
-Xxxxxx Large Cap Growth Fund
-Xxxxxx Research Fund
-Xxxxxx Small Cap Value Fund
-Xxxxxx Sustainable Future Fund
Xxxxxx Large Cap Value Fund
Xxxxxx Massachusetts Tax Exempt Income Fund
Xxxxxx Minnesota Tax Exempt Income Fund
Xxxxxx Money Market Fund
Xxxxxx Mortgage Securities Fund
Xxxxxx New Jersey Tax Exempt Income Fund
Xxxxxx New York Tax Exempt Income Fund
Xxxxxx Ohio Tax Exempt Income Fund
Xxxxxx Pennsylvania Tax Exempt Income Fund
Xxxxxx Sustainable Leaders Fund
Xxxxxx Tax Exempt Income Fund
Xxxxxx Tax-Free Income Trust
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-Xxxxxx Strategic Intermediate Municipal Fund
-Xxxxxx Tax-Free High Yield Fund
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Schedule C
Xxxxxx Variable Trust
- Xxxxxx VT Core Equity Fund
- Xxxxxx VT Diversified Income Fund
- Xxxxxx VT Emerging Markets Equity Fund
- Xxxxxx VT Focused International Equity Fund
- Xxxxxx VT Xxxxxx Xxxxxx Balanced Fund
- Xxxxxx VT Global Asset Allocation Fund
- Xxxxxx VT Global Health Care Fund
- Xxxxxx VT Government Money Market Fund
- Xxxxxx VT High Yield Fund
- Xxxxxx VT Income Fund
- Xxxxxx VT International Equity Fund
- Xxxxxx VT International Value Fund
- Xxxxxx VT Large Cap Growth Fund
- Xxxxxx VT Large Cap Value Fund
- Xxxxxx VT Mortgage Securities Fund
- Xxxxxx VT Research Fund
- Xxxxxx VT Small Cap Growth Fund
- Xxxxxx VT Small Cap Value Fund
- Xxxxxx VT Sustainable Future Fund
- Xxxxxx VT Sustainable Leaders Fund
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Schedule D
Other Funds Subject to Expense Limitations
Xxxxxx Funds Trust
- Xxxxxx Dynamic Asset Allocation Equity Fund
- Xxxxxx Short Term Investment Fund
Xxxxxx Target Date Funds
- Xxxxxx Sustainable Retirement Maturity Fund
- Xxxxxx Sustainable Retirement 2065 Fund
- Xxxxxx Sustainable Retirement 2060 Fund
- Xxxxxx Sustainable Retirement 2055 Fund
- Xxxxxx Sustainable Retirement 2050 Fund
- Xxxxxx Sustainable Retirement2045 Fund
- Xxxxxx Sustainable Retirement2040 Fund
- Xxxxxx Sustainable Retirement2035 Fund
- Xxxxxx Sustainable Retirement2030 Fund
- Xxxxxx Sustainable Retirement2025 Fund
- Xxxxxx Retirement Advantage Maturity Fund
- Xxxxxx Retirement Advantage 2065 Fund
- Xxxxxx Retirement Advantage 2060 Fund
- Xxxxxx Retirement Advantage 2055 Fund
- Xxxxxx Retirement Advantage 2050 Fund
- Xxxxxx Retirement Advantage 2045 Fund
- Xxxxxx Retirement Advantage 2040 Fund
- Xxxxxx Retirement Advantage 2035 Fund
- Xxxxxx Retirement Advantage 2030 Fund
- Xxxxxx Retirement Advantage 2025 Fund
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