Re: Rule 12b-1 Fee Waiver Letter Agreement

Exhibit (h)(10)

Xxxx Xxxxxxx Funds, LLC 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000  

December 17, 2014

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 Rule 12b-1 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
		Xxxxxxx X. Xxxx
		Vice President, Finance

Agreed and Accepted
on behalf of Xxxx Xxxxxxx Funds III

By:	/s/ Xxxxxxx Xxxxx
	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

Fund		Class R4				Expiration Date of Waiver/Limit
Xxxx Xxxxxxx Core High Yield Fund			0.15	%		6/30/2016
Xxxx Xxxxxxx International Core Fund			0.15	%		6/30/2015
Xxxx Xxxxxxx Disciplined Value Fund			0.15	%		6/30/2015
Xxxx Xxxxxxx Disciplined Value Mid Cap Fund			0.15	%		6/30/2015
Xxxx Xxxxxxx International Growth Fund			0.15	%		6/30/2016
Xxxx Xxxxxxx International Value Equity Fund			0.15	%		6/30/2015
Xxxx Xxxxxxx Select Growth Fund			0.15	%		6/30/2015
Xxxx Xxxxxxx Small Company Fund			0.15	%		6/30/2015
Xxxx Xxxxxxx Strategic Growth Fund			0.15	%		6/30/2016