Re: Expense Limitation Letter Agreement and Voluntary Expense Limitation Notice

Xxxx Xxxxxxx Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000

December 10, 2015

To the Trustees of
Xxxx Xxxxxxx Funds
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000

Re:	Expense Limitation Letter Agreement and Voluntary Expense Limitation Notice

With reference to each of the Advisory Agreements approved by the Board or entered into by and between Xxxx Xxxxxxx Advisers, LLC (the “Adviser”) 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 Adviser agrees to contractually waive its advisory fees or, to the extent necessary, reimburse other expenses of each Fund as set forth in Appendix B, Appendix C, Appendix D, Appendix E and Appendix F hereto.

2. The Adviser agrees to voluntarily waive its advisory fees or, to the extent necessary, reimburse other expenses of each Fund as set forth in Appendix G, Appendix H and Appendix I hereto.

3. 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 Statement 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.

	Very truly yours,

	XXXX XXXXXXX ADVISERS, 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 Focused High Yield Fund

Xxxx Xxxxxxx Global Conservative Absolute Return Fund

Xxxx Xxxxxxx Global Short Duration Credit Fund

Xxxx Xxxxxxx Government Income 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 EXCHANGE-TRADED FUND TRUST

Xxxx Xxxxxxx Multifactor Consumer Discretionary ETF

Xxxx Xxxxxxx Multifactor Financials ETF

Xxxx Xxxxxxx Multifactor Healthcare ETF

Xxxx Xxxxxxx Multifactor Large Cap ETF

Xxxx Xxxxxxx Multifactor Mid Cap ETF

Xxxx Xxxxxxx Multifactor Technology ETF

(collectively, the “Xxxx Xxxxxxx Multifactor ETFs”)

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 Global Real Estate Fund

Xxxx Xxxxxxx Large Cap Equity 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 Small Cap Equity 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

A-1

XXXX XXXXXXX SOVEREIGN BOND FUND

Xxxx Xxxxxxx Xxxx Fund

XXXX XXXXXXX STRATEGIC SERIES

Xxxx Xxxxxxx Income Fund

X-0

XXXXXXXX X

Fund Level Contractual Limitation on Fund Level Expenses

For purposes of this Appendix:

The Adviser contractually agrees to reduce its management fee for the Fund or, if necessary, make payment to the Fund, in an amount equal to the amount by which the “Expenses” of the Fund exceed the percentage of average annual net assets (on an annualized basis) of the Fund as set forth in the table below. “Expenses” means all the expenses of the Fund, excluding (a) taxes, (b) brokerage commissions, (c) interest expense, (d) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business, (e) Rule 12b-1 fees, (f) transfer agent fees and service fees*, (g) shareholder servicing fees, (h) borrowing costs**, (i) prime brokerage fees**, (j) acquired fund fees and expenses paid indirectly, and (k) short dividend expense.

“Expense Limit” means the percentage of a Fund’s average annual net assets (on an annualized basis) set forth below.

The current expense limitation agreement expires on the date specified, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.

* “Expenses” does not exclude transfer agent fees and service fees for any of the Xxxx Xxxxxxx Multifactor ETFs.

** “Expenses” currently does not exclude borrowing costs and prime brokerage fees in the case of Disciplined Value International Fund. Effective March 1, 2016, “Expenses” for Disciplined Value International Fund will exclude borrowing costs and prime brokerage fees.

Fund	Limit on Fund Level Expenses	Expiration Date of Expense Limit
Disciplined Value International Fund	0.95%¹	02/28/2017¹
Global Real Estate Fund	0.95%	4/30/2017
Xxxx Xxxxxxx Multifactor Large Cap ETF	0.35%	8/31/2017
Xxxx Xxxxxxx Multifactor Mid Cap ETF	0.45%	8/31/2017
Xxxx Xxxxxxx Multifactor Consumer Discretionary ETF	0.50%	8/31/2017
Xxxx Xxxxxxx Multifactor Financials ETF	0.50%	8/31/2017
Xxxx Xxxxxxx Multifactor Healthcare ETF	0.50%	8/31/2017
Xxxx Xxxxxxx Multifactor Technology ETF	0.50%	8/31/2017
Global Conservative Absolute Return Fund	0.78%²	9/30/2016²

¹ At the December 8-10, 2015 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the expiration date of the fee waiver and/or expense reimbursement arrangement set forth above for Disciplined Value International Fund to February 28, 2017, effective upon the current expiration date of December 31, 2016.

² At the December 8-10, 2015 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the fee waiver and/or expense reimbursement arrangement set forth above for Global Conservative Absolute Return Fund with an expiration date of September 30, 2016.

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APPENDIX C

Class Level Contractual Total Operating Expense Limitations

For purposes of this Appendix:

“Expenses” means all the expenses of a class of shares of the Fund (including those expenses of the Fund attributable to such class) but excluding: (i) taxes; (ii) portfolio brokerage commissions; (iii) interest expense; (iv) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business; (v) acquired fund fees and expenses paid indirectly; (vi) borrowing costs*; (vii) prime brokerage fees*; (viii) short dividend expense; and (ix) fees under any agreements or plans of the Fund dealing with services for shareholders and others with beneficial interests in shares of the Fund.

“Expense Limit” means the percentage of average annual net assets (on an annualized basis) attributable to a class of shares of the Fund set forth below.

The Adviser contractually agrees to waive advisory fees or, if necessary, reimburse expenses or make payment to a specific class of shares of the Fund (up to the amount of the expenses relating solely to such class of shares), in an amount equal to the amount by which the Expenses of such class of shares exceed the Expense Limit for such class set forth in the table below. The current expense limitation agreements expire on the dates specified, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.

* “Expenses” does not currently exclude borrowing costs and prime brokerage fees in the case of Emerging Markets Equity Fund, Enduring Assets Fund, Greater China Opportunities Fund, Large Cap Equity Fund and Value Equity Fund, but will effective March 1, 2016.

The Expense Limit for the classes of shares of the Fund indicated below for the purposes of this Appendix shall be as follows:

	Classes										Expiration Date of Expense Limit
Fund	A	B	C	I	R1	R2	R3	R4	R5	R6
Emerging Markets Equity Fund	1.50%	N/A	2.20%	1.25%	N/A	1.60%	N/A	1.35%	N/A	N/A	2/28/2017
Enduring Assets Fund	N/A	N/A	2.60%¹	X/X	X/X	X/X	X/X	X/X	X/X	X/X	2/28/2017³

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	Classes										Expiration Date of Expense Limit
Fund	X	X	X	X	X0	X0	X0	X0	X0	X0
Xxxxxx Xxxx Xxxxxx Fund	1.30%	N/A	2.05%	1.05%	X/X	X/X	X/X	X/X	X/X	X/X	4/30/2017
Greater China Opportunities Fund	N/A	N/A	N/A	1.34%²	X/X	X/X	X/X	X/X	X/X	X/X	2/28/2017⁴
Large Cap Equity Fund	N/A	1.82%³	1.82%³	0.78%³	X/X	X/X	X/X	X/X	X/X	X/X	2/28/2017⁵
Value Equity Fund	1.45%⁴	N/A	2.15%⁴	1.15%⁴	X/X	X/X	X/X	X/X	X/X	X/X	2/28/2017⁶
Focused High Yield Fund	N/A	N/A	N/A	0.72%	X/X	X/X	X/X	X/X	X/X	X/X	9/30/2016
Global Conservative Absolute Return Fund	1.14%⁵	N/A	1.89%⁵	0.89%⁵	X/X	X/X	X/X	X/X	X/X	X/X	9/30/2016⁷
Government Income Fund	0.98%	X/X	X/X	X/X	X/X	X/X	X/X	X/X	N/A	N/A	9/30/2016

² At the December 8-10, 2015 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the expiration date of the fee waiver and/or expense reimbursement arrangement set forth above for Class I shares of Greater China Opportunities Fund to February 28, 2017, effective upon the current expiration date of February 29, 2016.

³ At the December 8-10, 2015 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the expiration date of the fee waiver and/or expense reimbursement arrangements set forth above for Class B, Class C and Class I shares of Large Cap Equity Fund to February 28, 2017, effective upon the current expiration date of February 29, 2016.

⁴ At the December 8-10, 2015 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the expiration date of the fee waiver and/or expense reimbursement arrangements set forth above for Class A, Class C and Class I shares of Value Equity Fund to February 28, 2017, effective upon the current expiration date of February 29, 2016.

⁵ At the December 8-10, 2015 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the fee waiver and/or expense reimbursement arrangements set forth above for Class A, Class C and Class I shares of Global Conservative Absolute Return Fund with an expiration date of September 30, 2016.

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APPENDIX D

Class Specific Contractual Expense Limitations

For purposes of this Appendix:

Except as noted, the Adviser contractually agrees to waive and/or reimburse all class-specific expenses for the share classes of the Fund listed in the table below, including Rule 12b-1 fees, transfer agency fees and service fees, shareholder servicing fees and other class-specific expenses, as applicable* (“Class Level Expenses”), to the extent they exceed the amount of average annual net assets (on an annualized basis) attributable to the class set forth in the table (the “Class Expense Waiver”).

The current expense limitation agreements expire on the dates specified, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.

*For Disciplined Value International Fund, the Adviser will contractually waive blue-sky fees and printing and postage fees to the extent applicable as part of the Class Expense Waiver until February 29, 2016.

Fund	Classes A	B	C	I	R1	R2	R3	R4	R5	R6	Expiration Date of Expense Limit
Balanced Fund	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	0.00%¹	2/28/2017¹
Classic Value Fund	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	N/A	0.00%¹	2/28/2017¹
Disciplined Value International Fund	0.55%	N/A	1.25%	0.25%	N/A	0.60%	N/A	0.35%	N/A	0.00%¹	2/29/2016 for Class A, Class C, Class I, Class R2 and Class R4 shares 2/28/2017 for Class R6 shares¹
Emerging Markets Equity Fund	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	0.00%	2/28/2017
Enduring Assets Fund	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	0.00%¹	2/28/2017¹
Global Real Estate Fund	N/A	N/A	X/X	X/X	X/X	X/X	X/X	X/X	X/X	0.00%	4/30/2017
Large Cap Equity Fund	X/X	X/X	X/X	X/X	X/X	X/X	X/X	N/A	N/A	0.00%¹	2/28/2017¹

¹At the December 8-10, 2015 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the expiration date of the fee waiver and/or expense reimbursement arrangements for Class R6 shares of the Funds set forth above to February 28, 2017, each effective upon the current expiration date of February 29, 2016, or, for Disciplined Value International Fund, December 31, 2016.

D-1

Fund	Classes X	X	X	X	X0	X0	X0	X0	X0	X0	Xxxxxxxxxx Date of Expense Limit
Seaport Fund	N/A	N/A	1.25%	X/X	X/X	X/X	X/X	X/X	X/X	0.00%¹	2/29/2016 for Class C Shares 2/28/2017 for Class R6 shares¹
Small Cap Equity Fund	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	N/A	0.00%¹	2/28/2017¹
U.S. Global Leaders Growth Fund	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	N/A	0.00%¹	2/28/2017¹
Value Equity Fund	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	0.00%¹	2/28/2017¹
Bond Fund	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	0.00%	9/30/2016
Global Conservative Absolute Return Fund	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	0.00%	9/30/2016
Income Fund	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	0.00%	9/30/2016
Investment Grade Bond Fund	N/A	N/A	X/X	X/X	X/X	X/X	X/X	X/X	X/X	0.00%	9/30/2016

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APPENDIX E

Fund Level Contractual Limit on Other Expenses

For purposes of this Appendix:

The Adviser contractually agrees to reduce its management fee for the Fund or, if necessary, make payment to the Fund, in an amount equal to the amount by which the “Expenses” of the Fund exceed the percentage of average annual net assets (on an annualized basis) of the Fund as set forth in the table below. “Expenses” means all the expenses of the Fund, excluding (a) taxes, (b) brokerage commissions, (c) interest expense, (d) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business, (e) advisory fees, (f) Rule 12b-1 fees, (g) transfer agent fees and service fees, (h) shareholder servicing fees, (i) borrowing costs, (j) prime brokerage fees, (k) acquired fund fees and expenses paid indirectly, and (l) short dividend expense.

“Expense Limit” means the percentage of a Fund’s average annual net assets (on an annualized basis) set forth below.

Fund

Limit on Other
Expenses

Expiration Date of
Expense Limit

Greater China Opportunities Fund

0.30%

February 28, 2017⁹

¹At the December 8-10, 2015 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the expiration date of the fee waiver and/or expense reimbursement arrangement set forth above for Greater China Opportunities Fund to February 28, 2017, effective upon the current expiration date of February 29, 2016.

E-1

APPENDIX F

Fund Level Contractual Investment Management Fee Waivers

The Adviser agrees to limit Xxxx Xxxxxxx Money Market Fund’s management fee to a maximum annual rate of 0.40% of the Fund’s average daily net assets. The limitation will continue until at least July 31, 2016.*

* At the March 10-12, 2015 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the expiration date (to July 31, 2016) of the management fee limitation, effective upon the current expiration date of July 31, 2015.

The Adviser agrees to limit Xxxx Xxxxxxx Value Equity Fund’s management fee to a maximum annual rate of 0.71% of the Fund’s average daily net assets. The limitation will continue until at least February 28, 2017.*

* At the June 23-25, 2015 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the management fee limitation set forth above with an expiration date of February 28, 2017, effective as of July 1, 2015.

The Adviser agrees to limit Xxxx Xxxxxxx Government Income Fund’s management fee to a maximum annual rate of 0.53% of the Fund’s average daily net assets. The limitation will continue until at least September 30, 2016.*

* At the June 23-25, 2015 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the expiration date (to September 30, 2016) of the management fee limitation, effective upon the current expiration date of September 30, 2015.

The Adviser agrees to reduce Xxxx Xxxxxxx Xxxx Fund’s management fee by an annual rate of 0.05% of the Fund’s average daily net assets. The reduction will continue until at least September 30, 2016.*

* At the March 10-12, 2015 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the management fee reduction with an expiration date of September 30, 2016.

F-1

APPENDIX G

Class Level Voluntary Total Operating Expense Limitations

For purposes of this Appendix:

“Expenses” means all the expenses of a class of shares of the Fund (including those expenses of the Fund attributable to such class) but excluding: (i) taxes; (ii) portfolio brokerage commissions; (iii) interest expense; (iv) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business; (v) acquired fund fees and expenses paid indirectly; (vi) short dividend expense; and (vii) fees under any agreements or plans of the Fund dealing with services for shareholders and others with beneficial interests in shares of the Fund.

“Expense Limit” means the percentage of average annual net assets (on an annualized basis) attributable to a class of shares of the Fund set forth below.

The Adviser voluntarily agrees to waive advisory fees or, if necessary, reimburse expenses or make payment to a specific class of shares of the Fund (up to the amount of the expenses relating solely to such class of shares), in an amount equal to the amount by which the Expenses of such class of shares exceed the Expense Limit for such class set forth in the table below.

The Expense Limit for the classes of shares of the Fund indicated below for the purposes of this Appendix shall be as follows:

	Classes										Expiration Date of Expense Limit*
Fund	A	B	C	I	R1	R2	R3	R4	R5	R6	Expiration Date of Expense Limit*
Financial Industries Fund	N/A	2.15%	X/X	X/X	X/X	X/X	X/X	X/X	X/X	N/A
Small Cap Core Fund	1.50%	N/A	N/A	1.20%	X/X	X/X	X/X	X/X	X/X	X/X

*These fee waivers and/or expense reimbursements are voluntary and may be amended or terminated at any time by the Adviser on notice to the Trust.

For Xxxx Xxxxxxx Money Market Fund, the Adviser and its affiliates may voluntarily waive a portion of their fees (including, but not limited to, distribution and service (Rule 12b-1) fees) and/or reimburse certain expenses to the extent necessary to assist the Fund in attempting to avoid a negative yield. In addition, the Adviser and its affiliates have voluntarily agreed to waive a portion of their fees (including, but not limited to, Rule 12b-1 fees) and/or reimburse certain expenses to the extent necessary to assist the fund in attempting to achieve a positive yield. These fee waivers and/or expense reimbursements are voluntary and may be amended or terminated at any time by the Adviser on notice to the Trust.

G-1

APPENDIX H

Fund Level Voluntary Limit on Other Expenses

For purposes of this Appendix:

The Adviser voluntarily agrees to reduce its management fee for the Fund or, if necessary, make payment to the Fund, in an amount equal to the amount by which the “Expenses” of the Fund exceed the percentage of average annual net assets (on an annualized basis) of the Fund as set forth in the table below. “Expenses” means all the expenses of the Fund, excluding (a) taxes, (b) brokerage commissions, (c) interest expense, (d) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business, (e) advisory fees, (f) Rule 12b-1 fees, (g) transfer agent fees and service fees, (h) shareholder servicing fees, (i) borrowing costs, (j) prime brokerage fees, (k) acquired fund fees and expenses paid indirectly, and (l) short dividend expense.

Fund	Limit on Other Expenses	Expiration Date of Expense Limit*
Enduring Assets Fund	0.25%
Global Conservative Absolute Return Fund	0.25%
Seaport Fund	0.25%

* These fee waivers and/or expense reimbursements are voluntary and may be amended or terminated at any time by the Adviser on notice to the Trust.

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APPENDIX I

Fund Level Voluntary Investment Management Fee Waivers

None.

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Re: Expense Limitation Letter Agreement and Voluntary Expense Limitation Notice

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