Expense Limitation Letter Agreement and Voluntary Expense Limitation Notice


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

June 25, 2014

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 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, Appendix I and Appendix J 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 Rates Long/Short 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 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

XXXX XXXXXXX TAX-EXEMPT SERIES FUND

Xxxx Xxxxxxx Massachusetts Tax-Free Income Fund

Xxxx Xxxxxxx New York Tax-Free Income Fund

X-0

XXXXXXXX X

Fund Level Contractual Expense Limitations

For purposes of the first part of this Appendix:

“Expenses” means all the expenses of a Fund 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; (vii) Rule 12b-1 fees; (viii) transfer agency fees; 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 Trust.

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

The Adviser contractually agrees to waive advisory fees or, if necessary, reimburse other expenses of the Fund, in an amount equal to the amount by which the Expenses of such Fund exceed the Expense Limit for such Fund 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.

The Expense Limit for each of the Funds indicated below for the purposes of this Appendix shall be as follows:

Fund

Annual Expense Limit

Expiration Date of
Expense Limit

None

B-1

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) 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 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.

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	X	X	X	X	X0	X0	X0	X0	X0	X0
Xxxxxxxx Equity Fund	1.90%	N/A	2.60%	1.60%	X/X	X/X	X/X	X/X	X/X	1.50%	2/28/2015 for Class A, Class I and Class R6 2/29/2016 for Class C
Financial Industries Fund	N/A	N/A	2.15%	X/X	X/X	X/X	X/X	X/X	X/X	X/X	2/28/2015
Global Xxxxxxxxxxxxx Xxxx	X/X	X/X	X/X	X/X	X/X	1.61%	N/A	N/A	N/A	1.10%	2/28/2015
Greater China Xxxxxxxxxxxxx Xxxx	X/X	X/X	X/X	1.34%	X/X	X/X	X/X	X/X	X/X	X/X	2/28/2015

C-1


	Classes										Expiration Date of Expense Limit
Fund	X	X	X	X	X0	X0	X0	X0	X0	X0
Xxxxx Xxx Equity Fund	N/A	1.82%¹	1.82%¹	0.78%	X/X	X/X	X/X	X/X	X/X	X/X	2/29/2016¹
U.S. Global Leaders Growth Fund	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	X/X	0.85%	2/28/2015
Value Equity Fund	1.45%²	N/A	2.15%²	1.15%²	X/X	X/X	X/X	X/X	X/X	X/X	2/29/2016²
Bond Fund	See below	See below	See below	See below	N/A	See below	N/A	N/A	N/A	0.57% (expires 9/30/2014) and see below	See below
Focused High Yield Fund	N/A	1.85%³	N/A	0.72%³	X/X	X/X	X/X	X/X	X/X	X/X	9/30/2015³
Global Conservative Absolute Return Fund	1.50%⁴	N/A	2.25%⁴	1.19%⁴	X/X	X/X	X/X	X/X	X/X	1.10%	9/30/2014 for Class R6 shares 9/30/2015 for Class A, Class C and Class I shares⁴
Government Income Fund	0.98%⁵	X/X	X/X	X/X	X/X	X/X	X/X	X/X	N/A	N/A	9/30/2015⁵

¹ At the June 23-25, 2014 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the decrease of the fee waiver and/or expense reimbursement arrangements set forth above for Class B and Class C shares of Large Cap Equity Fund (in each case, from 1.83% to 1.82%) with an expiration date of February 29, 2016, effective as of July 1, 2014.

² At the June 23-25, 2014 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 Value Equity Fund with an expiration date of February 29, 2016, effective as of the commencement of operations of the Fund’s Class A, Class C and Class I shares, as applicable.

³ At the June 23-25, 2014 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, (i) the fee waiver and/or expense reimbursement arrangement set forth above for Class B shares of Focused High Yield Fund with an expiration date of September 30, 2015, effective as of July 1, 2014, and (ii) the extension of the expiration date of the fee waiver and/or expense reimbursement arrangement set forth above for Class I shares of the Fund to September 30, 2015, effective upon the current expiration date of September 30, 2014.

⁴ At the June 23-25, 2014 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, (i) the fee waiver and/or expense reimbursement arrangement set forth above for Class C shares of Global Conservative Absolute Return Fund with an expiration date of September 30, 2015, effective as of the commencement of operations of the Fund’s Class C shares, and (ii) the extension of the expiration date of the fee waiver and/or expense reimbursement arrangements set forth above for Class A and Class I shares of the Fund to September 30, 2015, effective upon the current expiration date of September 30, 2014.

⁵ At the June 23-25, 2014 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

C-2

For Xxxx Xxxxxxx Xxxx Fund, the Adviser and its affiliates agree to waive a portion of their fees and/or reimburse certain Expenses in order to reduce the total annual fund operating expenses for Class A, Class B, Class C, Class I, Class R2 and Class R6 shares by 0.05% of the Fund’s average daily net assets. These fee waivers and/or expense reimbursements expire on September 30, 2015, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at the time.*

* At the June 23-25, 2014 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, 2015) of the fee waiver and/or expense reimbursement arrangement, effective upon the current expiration date of September 30, 2014.

reimbursement arrangement set forth above for Class A shares of Government Income Fund to September 30, 2015, effective upon the current expiration date of September 30, 2014.

C-3

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, blue-sky fees, and printing and postage fees, as applicable,** and other class-specific expenses (“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”).

For purposes of implementing any total fund operating expense limitations set forth in the tables in Appendix C in addition to a Class Expense Waiver for the same share class, the Class Expense Waiver will be applied first and if following the application of the Class Expense Waiver to the extent that “Expenses” of the share class (as described in Appendix C) exceed the percentage of average annual net assets (on an annualized basis) attributable to the class as set forth in the table in Appendix C (the “Class Total Operating Contractual Expense Limitation”), the Adviser contractually agrees to reduce its management fee or, if necessary, make payment to the class in an amount equal to the amount by which “Expenses” (as described in Appendix C) of the share class exceed the Class Total Operating Contractual Expense Limitation.

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 Value Equity Fund, the Adviser contractually agrees to waive and/or reimburse all transfer agency fees and service fees, as applicable, 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, but not all class-specific expenses. For Value Equity Fund, the Adviser voluntarily agrees to waive and/or reimburse all blue-sky fees and printing and postage fees, as applicable, 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. This voluntary fee waiver and/or expense reimbursement may be amended or terminated at any time by the Adviser on notice to the Trust.

**Blue-sky fees and printing and postage fees are applicable Class Level Expenses for the Class Expense Waiver of the following Funds: Disciplined Value International Fund, Enduring Equity Fund, Financial Industries Fund, Global Opportunities Fund, Greater China Opportunities Fund, Seaport Fund, Global Conservative Absolute Return Fund and Global Rates Long/Short Fund.


Fund	Classes A	B	C	I	R1	R2	R3	R4	R5	R6	Expiration Date of Expense Limit
Balanced Fund	N/A	1.30%	X/X	X/X	X/X	X/X	X/X	X/X	X/X	0.00%	2/28/2015
Classic Value Fund	N/A	1.30%	X/X	X/X	X/X	X/X	X/X	X/X	X/X	0.00%	2/28/2015
Disciplined Value International Fund	0.55¹	N/A	1.25%¹	0.25%¹	N/A	0.60%¹	N/A	0.35%¹	N/A	0.00%¹	2/29/2016¹

¹ At the June 23-25, 2014 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, Class I, Class R2, Class R4 and Class R6 shares of Disciplined Value International Fund with an expiration date of February 29, 2016, effective as of the commencement of operations of the Fund’s Class A, Class C, Class I, Class

D-1

Fund

Classes

Expiration
Date of
Expense
Limit

Enduring Equity Fund

X/X

0.00%

2/28/2015

Financial Industries Fund

N/A

1.30%

X/X

2/28/2015

Global Opportunities Fund

N/A

1.30%

X/X

0.00%

2/28/2015

Greater China Opportunities Fund

N/A

1.30%

X/X

N/A

2/28/2015

Large Cap Equity Fund

N/A

1.30%

X/X

0.00%

2/28/2015

Regional Bank Fund

N/A

1.30%

X/X

2/28/2015

Seaport Fund

0.55%

N/A

1.25%

0.25%

X/X

0.00%

2/28/2015 for Class A, Class I and Class R6

2/29/2016 for Class C

Small Cap Equity Fund

N/A

1.30%

X/X

0.00%

2/28/2015

U.S. Global Leaders Growth Fund

N/A

1.30%

X/X

0.00%

2/28/2015

Value Equity Fund

X/X

0.00%²

2/29/2016²

Bond Fund

X/X

0.00%

9/30/2015

Global Conservative Absolute Return Fund

X/X

N/A

0.00%

9/30/2015

Global Rates Long/Short Fund

0.55%³

N/A

1.25%³

0.25%³

X/X

0.00%³

9/30/2015³

Income Fund

X/X

0.00%

9/30/2015

R2, Class R4 and Class R6 shares, as applicable.

² At the June 23-25, 2014 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 Class R6 shares of Value Equity Fund with an expiration date of February 29, 2016, effective as of the commencement of operations of the Fund’s Class R6 shares.

³ At the June 23-25, 2014 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, Class I and Class R6 shares of Global Rates Long/Short Fund with an expiration date of September 30, 2015, effective as of the commencement of operations of the Fund’s Class A, Class C, Class I and Class R6 shares, as applicable.

D-2

APPENDIX E

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, 2015.*

* At the March 10-13, 2014 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, 2015) of the management fee limitation, effective upon the current expiration date of July 31, 2014.

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, 2015.**

** At the June 23-25, 2014 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, 2015) of the management fee limitation, effective upon the current expiration date of September 30, 2014.

E-1

APPENDIX F

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) blue sky fees, (i) printing and postage, (j) acquired fund fees and expenses paid indirectly, and (k) short dividend expense.

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.


Fund	Limit on Fund Level Expenses	Expiration Date of Expense Limit
Disciplined Value International Fund	0.95%	2/29/2016¹
Global Rates Long/Short Fund	1.15%	9/30/2015²

¹ At the June 23-25, 2014 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 for Disciplined Value International Fund with an expiration date of February 29, 2016, effective as of the commencement of the Fund’s operations.

² At the June 23-25, 2014 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 for Global Rates Long/Short Fund with an expiration date of September 30, 2015, effective as of the commencement of the Fund’s operations.

F-1

APPENDIX G

Fund Level Voluntary Total Operating Expense Limitations

For purposes of this Appendix:

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

The Adviser voluntarily agrees to waive advisory fees or, if necessary, reimburse other expenses of the Fund, in an amount equal to the amount by which the Expenses of such Fund exceed the Expense Limit for such Fund set forth in the table below.

The Expense Limit for each of the Funds indicated below for the purposes of this Appendix shall be as follows:

Fund

Annual Expense Limit

Expiration Date of
Expense Limit*

None

* 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

Class Level Voluntary Total Operating Expense Limitations

For purposes of this Appendix:

“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	X	X	X	X	X0	X0	X0	X0	X0	X0	Expiration Date of Expense Limit*
Xxxxxx Xxxxxxxxxxxxx Fund	1.55%	N/A	2.25%	1.25%	X/X	X/X	X/X	X/X	X/X	X/X
Global Short Duration Credit Fund	1.35%	N/A	N/A	1.04%	X/X	X/X	X/X	X/X	X/X	X/X
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.

H-1

APPENDIX I

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) blue sky fees, (i) printing and postage, (j) borrowing costs, (k) prime brokerage fees, (l) acquired fund fees and expenses paid indirectly, and (m) short dividend expense.


Fund	Limit on Other Expenses	Expiration Date of Expense Limit*
Enduring Equity 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.

I-1

APPENDIX J

Fund Level Voluntary Investment Management Fee Waivers

None.

J-1

Document Metadata

Table of Contents

Expense Limitation Letter Agreement and Voluntary Expense Limitation Notice

Document Metadata