Re: Rule 12b-1 Fee Waiver Letter Agreement

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

March 12, 2015

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

Re:

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
	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 INVESTMENT TRUST
Xxxx Xxxxxxx Balanced Fund
Xxxx Xxxxxxx Disciplined Value International Fund
Xxxx Xxxxxxx Emerging Markets Equity Fund
Xxxx Xxxxxxx Enduring Equity Fund
Xxxx Xxxxxxx Global Opportunities 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

XXXX XXXXXXX SOVEREIGN BOND FUND
Xxxx Xxxxxxx Xxxx Fund

XXXX XXXXXXX STRATEGIC SERIES
Xxxx Xxxxxxx Income Fund

APPENDIX B


	Classes				Expiration Date of Waiver/Limit

Fund	A	B	C	R4
Balanced Fund	N/A	N/A	N/A	0.15%	2/29/2016
Classic Value Fund	N/A	N/A	N/A	0.15%	2/29/2016
Disciplined Value	N/A	N/A	N/A	0.15%	2/29/2016
International Fund
Emerging Markets Equity	N/A	N/A	N/A	0.15%	2/28/2017¹
Fund
Large Cap Equity Fund	N/A	N/A	N/A	0.15%	2/29/2016
Bond Fund	N/A	N/A	N/A	0.15%	9/30/2016
California Tax-Free Income	N/A	0.90%	0.90%	N/A	9/30/2015
Fund
High Yield Municipal Bond	0.15%	0.90%	0.90%	N/A	9/30/2015
Fund
Income Fund	N/A	N/A	N/A	0.15%	9/30/2015
Investment Grade Bond Fund	N/A	N/A	N/A	0.15%	9/30/2016
Tax-Free Bond Fund	0.15%	0.90%	0.90%	N/A	9/30/2015
Money Market Fund	0.15%	N/A	N/A	N/A	7/31/2016²

____________________

¹ At the March 10-12, 2015 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 set forth above for Class R4 shares of Emerging Markets Equity Fund with an expiration date of February 28, 2017, effective as of the commencement of operations of the Fund’s Class R4 shares.

² At the March 10-12, 2015 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 and service fees of Class A shares of Money Market Fund to July 31, 2016, effective upon the current expiration date of July 31, 2015.

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Re: Rule 12b-1 Fee Waiver Letter Agreement

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