Re: Rule 12b-1 Fee Waiver Letter Agreement

June 5, 2012

To the Trustees of
Xxxx Xxxxxxx Funds
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 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 distribution and service fees of each Fund as set forth in Appendix B hereto.

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
		Vice President, Finance

Agreed and Accepted
on behalf of each applicable Trust listed in Appendix A

By:	/s/Xxxxxxx Xxxxx
	Xxxxxxx 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
Government Income Fund
High Yield Fund
Investment Grade Bond Fund

XXXX XXXXXXX CALIFORNIA TAX-FREE INCOME FUND
California Tax-Free Income Fund

XXXX XXXXXXX CAPITAL SERIES
Classic Value Fund
U.S. Global Leaders Growth Fund

XXXX XXXXXXX CURRENT INTEREST
Money Market Fund

XXXX XXXXXXX INVESTMENT TRUST
Balanced Fund
Global Opportunities Fund
Large Cap Equity Fund
Small Cap Intrinsic Value Fund
Sovereign Investors Fund

XXXX XXXXXXX INVESTMENT TRUST II
Financial Industries Fund
Regional Bank Fund
Small Cap Equity Fund

XXXX XXXXXXX INVESTMENT TRUST III
Greater China Opportunities Fund

XXXX XXXXXXX MUNICIPAL SECURITIES TRUST
High Yield Municipal Bond Fund
Tax-Free Bond Fund

XXXX XXXXXXX SERIES TRUST
Mid Cap Equity Fund

XXXX XXXXXXX SOVEREIGN BOND FUND
Bond Fund

XXXX XXXXXXX STRATEGIC SERIES
Strategic Income Fund

XXXX XXXXXXX TAX-EXEMPT SERIES FUND
Massachusetts Tax-Free Income Fund
New York Tax-Free Income Fund

APPENDIX B 

					Expiration Date of
	Classes				Waiver/Limit
Fund	A	B	C	R4
Balanced Fund	N/A	N/A	N/A	0.15%	2/28/20141
Classic Value Fund	N/A	N/A	N/A	0.15%	2/28/20141
Large Cap Equity Fund	N/A	N/A	N/A	0.15%	2/28/20141
Money Market Fund	0.15%	N/A	N/A	N/A	7/31/2013
California Tax-Free Income	N/A	0.90%	0.90%	N/A	9/30/20132
Fund
High Yield Municipal Bond	0.15%	0.90%	0.90%	N/A	9/30/20132
Fund
Massachusetts Tax-Free	0.15%	0.90%	0.90%	N/A	9/30/20132
Income Fund
New York Tax-Free Income	0.15%	0.90%	0.90%	N/A	9/30/20132
Fund
Strategic Income Fund	N/A	N/A	N/A	0.15%	9/30/20131
Tax-Free Bond Fund	0.15%	0.90%	0.90%	N/A	9/30/20132

^{___________________________________}

¹ At the June 3-5, 2012 meeting of the Board of Trustees of the Trusts, the Distributor notified the Board of, and the Board approved, the waiver and limit of the Rule 12b-1 distribution fees and/or service fees of the Funds to the extent necessary to achieve the aggregate distribution and service fees set forth above with the respective expiration dates listed above, each effective as of June 5, 2012.

² At the June 3-5, 2012 meeting of the Board of Trustees of the Trusts, the Distributor notified the Board of, and the Board approved, the extension of the expiration date of the waiver and limit of the Rule 12b-1 distribution fees and/or service fees of the Funds set forth above to September 30, 2013, each effective upon the current expiration date of September 30, 2012.