Re: Rule 12b-1 Fee Waiver Letter Agreement
Exhibit 99.(m).2
Xxxx Xxxxxxx Funds, LLC
000 Xxxxxxxx Xxxxxx
Boston, MA 02116
June 26, 2019
To the Trustees of
Xxxx Xxxxxxx Funds
000 Xxxxxxxx Xxxxxx
Boston, MA 02116
| 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 Government Income Fund
Xxxx Xxxxxxx High Yield Fund
Xxxx Xxxxxxx Investment Grade Bond Fund
Xxxx Xxxxxxx Xxxxx Duration 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 Alternative Risk Premia Fund
Xxxx Xxxxxxx Balanced Fund
Xxxx Xxxxxxx Disciplined Value International Fund
Xxxx Xxxxxxx Diversified Real Assets Fund
Xxxx Xxxxxxx Diversified Macro Fund
Xxxx Xxxxxxx Emerging Markets Equity 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 Thematic Opportunities Fund
Xxxx Xxxxxxx Infrastructure Fund
Xxxx Xxxxxxx International Dynamic Growth Fund
Xxxx Xxxxxxx Seaport Long/Short 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 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 A |
Class B |
Class C |
Class R4 |
Expiration Date of Waiver/Limit |
| Balanced Fund | N/A | N/A | N/A | 0.15% | 2/29/2020 |
| Classic Value Fund | N/A | N/A | N/A | 0.15% | 2/29/2020 |
| Disciplined Value International Fund | N/A | N/A | N/A | 0.15% | 2/29/2020 |
| Emerging Markets Equity Fund | N/A | N/A | N/A | 0.15% | 2/29/2020 |
| Fundamental Large Cap Core Fund | N/A | N/A | N/A | 0.15% | 2/29/2020 |
| Bond Fund | N/A | N/A | N/A | 0.15% | 9/30/20201 |
| California Tax-Free Income Fund | N/A | 0.90% | 0.90% | N/A | 9/30/20202 |
| High Yield Municipal Bond Fund | 0.15% | 0.90% | 0.90% | N/A | 9/30/20203 |
| Income Fund | N/A | N/A | N/A | 0.15% | 9/30/20201 |
| Investment Grade Bond Fund | N/A | N/A | N/A | 0.15% | 9/30/20201 |
| Tax-Free Bond Fund | 0.15% | 0.90% | 0.90% | N/A | 9/30/20203 |
| Money Market Fund | 0.00% | 0.00% | 0.00% | N/A | 7/31/2020 |
1 At the June 24-26, 2019 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 services fees for Class R4 shares of Bond Fund, Income Fund and Investment Grade Bond Fund, with an expiration date of September 30, 2020, each effective upon the current expiration date of September 30, 2019.
2 At the June 24-26, 2019 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 services fees for Class B and Class C shares of California Tax-Free Income Fund, with an expiration date of September 30, 2020, effective upon the current expiration date of September 30, 2019.
3 At the June 24-26, 2019 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 services fees for Class A, Class B, and Class C shares of High Yield Municipal Bond Fund and Tax-Free Bond Fund , with an expiration date of September 30, 2020, each effective upon the current expiration date of September 30, 2019.
| B-1 |
