Re: Expense Limitation Letter Agreement and Voluntary Expense Limitation Notice
| Xxxx Xxxxxxx Advisers, LLC 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 |
 |
June 23, 2016
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, Appendix F and Appendix G 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 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 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 Consumer Staples ETF
Xxxx Xxxxxxx Multifactor Energy ETF
Xxxx Xxxxxxx Multifactor Financials ETF
Xxxx Xxxxxxx Multifactor Healthcare ETF
Xxxx Xxxxxxx Multifactor Industrials ETF
Xxxx Xxxxxxx Multifactor Large Cap ETF
Xxxx Xxxxxxx Multifactor Materials ETF
Xxxx Xxxxxxx Multifactor Mid Cap ETF
Xxxx Xxxxxxx Multifactor Technology ETF
Xxxx Xxxxxxx Multifactor Utilities ETF
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 ESG All Cap Core Fund
Xxxx Xxxxxxx ESG Large Cap Core Fund
Xxxx Xxxxxxx Fundamental Large Cap Core Fund
Xxxx Xxxxxxx Global Focused Strategies Fund
Xxxx Xxxxxxx Global Real Estate 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
A-1
Xxxx Xxxxxxx Regional Bank 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
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.
| Fund | Limit on Fund Level Expenses |
Expiration Date of |
| Disciplined Value International Fund | 0.95% | 2/28/20181 |
| ESG All Cap Core Fund | 0.81% | 2/28/2018 |
| ESG Large Cap Core Fund | 0.81% | 2/28/2018 |
| Global Focused Strategies Fund | 1.62% | 2/28/2018 |
| Global Real Estate Fund | 0.95% | 4/30/2017 |
| Global Conservative Absolute Return Fund | 0.78% | 9/30/20172 |
| Investment Grade Bond Fund | 0.42% | 9/30/20173 |
1 At the June 20-23, 2016 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the contractual limit on fund level expenses for Disciplined Value International Fund to February 28, 2018, effective upon the current expiration date of February 28, 2017.
2 At the June 20-23, 2016 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the contractual limit on fund level expenses for Global Conservative Absolute Return Fund to September 30, 2017, effective upon the current expiration date of September 30, 2016.
3 At the June 20-23, 2016 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the contractual limit on fund level expenses (0.42%) for Investment Grade Bond Fund with an expiration date of September 30, 2017, effective July 1, 2016
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APPENDIX C
Fund Level Contractual Limitation on Total Operating 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) borrowing costs, (f) prime brokerage fees, (g) acquired fund fees and expenses paid indirectly, and (h) 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.
| Fund | Limit on Fund Level Expenses |
Expiration Date of |
| 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 Consumer Staples ETF | 0.50% | 8/31/2017 |
| Xxxx Xxxxxxx Multifactor Energy 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 Industrials ETF | 0.50% | 8/31/2017 |
| Xxxx Xxxxxxx Multifactor Materials ETF | 0.50% | 8/31/2017 |
| Xxxx Xxxxxxx Multifactor Technology ETF | 0.50% | 8/31/2017 |
| Xxxx Xxxxxxx Multifactor Utilities ETF | 0.50% | 8/31/2017 |
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APPENDIX D
Class Level Contractual Total Operating Expense Limitations
For purposes of this Appendix:
“Expenses” means all the expenses of a class of shares of a 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 Funds 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 Funds indicated below for the purposes of this Appendix shall be as follows:
| Class | Class | Class | Class | Class | Class | Class | Class | Class | Class | 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% | X/X | X/X | X/X | X/X | X/X | X/X | X/X | 2/28/2017 |
| Fundamental Large Cap Core Fund | N/A | 1.82% | 1.82% | 0.78% | X/X | X/X | X/X | X/X | X/X | X/X | 2/28/2017 |
| Global Real Estate 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 Xxxxxxxxxxxxx Xxxx | X/X | X/X | X/X | 1.34% | X/X | X/X | X/X | X/X | X/X | X/X | 2/28/2017 |
| Value Equity Fund | 1.45% | N/A | 2.15% | 1.15% | X/X | X/X | X/X | X/X | X/X | X/X | 2/28/2017 |
X-0
| Xxxxxxx Xxxx Xxxxx Xxxx | X/X | X/X | X/X | 0.72% | X/X | X/X | X/X | X/X | X/X | X/X | 9/30/20171 |
| Global Conservative Absolute Return Fund | 1.14% | N/A | 1.89% | 0.89% | X/X | X/X | X/X | X/X | X/X | X/X | 9/30/20172 |
| Government Income Fund | 0.98% | X/X | X/X | X/X | X/X | X/X | X/X | X/X | N/A | N/A | 9/30/20173 |
1 At the June 20-23, 2016 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the class level contractual total operating expense limitation for Class I shares of Focused High Yield Fund to September 30, 2017, effective upon the current expiration date of September 30, 2016.
2 At the June 20-23, 2016 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the class level contractual total operating expense limitations for Class A, Class C and Class I shares of Global Conservative Absolute Return Fund to September 30, 2017, each effective upon the current expiration date of September 30, 2016.
3 At the June 20-23, 2016 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the class level contractual total operating expense limitation for Class A shares of Government Income Fund to September 30, 2017, effective upon the current expiration date of September 30, 2016.
D-2
APPENDIX E
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.
| Fund | Class R6 |
Expiration Date of |
| Balanced Fund | 0.00% | 2/28/2017 |
| Classic Value Fund | 0.00% | 2/28/2017 |
| Disciplined Value International Fund | 0.00% | 2/28/20181 |
| Emerging Markets Equity Fund | 0.00% | 2/28/2017 |
| Enduring Assets Fund | 0.00% | 2/28/2017 |
| ESG All Cap Core Fund | 0.00% | 2/28/2018 |
| ESG Large Cap Core Fund | 0.00% | 2/28/2018 |
| Fundamental Large Cap Core Fund | 0.00% | 2/28/2017 |
| Global Focused Strategies Fund | 0.00% | 2/28/2018 |
| Global Real Estate Fund | 0.00% | 4/30/2017 |
| Seaport Fund | 0.00% | 2/28/2017 |
| Small Cap Equity Fund | 0.00% | 2/28/2017 |
| U.S. Global Leaders Growth Fund | 0.00% | 2/28/2017 |
| Value Equity Fund | 0.00% | 2/28/2017 |
| Bond Fund | 0.00% | 9/30/20172 |
| Focused High Yield Fund | 0.00% | 9/30/20173 |
| Global Conservative Absolute Return Fund | 0.00% | 9/30/20172 |
| Income Fund | 0.00% | 9/30/20172 |
| Investment Grade Bond Fund | 0.00% | 9/30/20172 |
1 At the June 20-23, 2016 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the class specific contractual expense limitation for Class R6 shares of Disciplined Value International Fund to February 28, 2018, effective upon the current expiration date of February 28, 2017.
2 At the June 20-23, 2016 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the extension of the class specific contractual expense limitations for Class R6 shares of Bond Fund, Global Conservative Absolute Return Fund, Income Fund and Investment Grade Bond Fund to September 30, 2017, each effective upon the current expiration date of September 30, 2016.
3At the June 20-23, 2016 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the class specific contractual expense limitation (0.00%) for Class R6 shares of Focused High Yield Fund with an expiration date of September 30, 2017, effective as of the commencement of operations of Class R6 shares of Focused High Yield Fund.
E-1
APPENDIX F
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.
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 Other Expenses |
Expiration Date of |
| Greater China Opportunities Fund | 0.30% | February 28, 2017 |
| Value Equity Fund1 | 0.04% | February 28, 2018 |
1 At the June 20-23, 2016 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the contractual limit on other expenses (0.04%) for Value Equity Fund with an expiration date of February 28, 2018, effective July 1, 2016.
F-1
APPENDIX G
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, 2017.*
* At the March 8-10, 2016 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, 2017) of the management fee limitation, effective upon the current expiration date of July 31, 2016.
The Adviser agrees to limit Xxxx Xxxxxxx Value Equity Fund’s management fee to a maximum annual rate of 0.66% of the Fund’s average daily net assets. The limitation will continue until at least February 28, 2018.*
* At the June 20-23, 2016 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the lowering of the advisory fee cap (to 0.66%) and the extension of the expiration date (to February 28, 2018) of the management fee limitation, each effective July 1, 2016.
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, 2017.*
* At the June 20-23, 2016 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 September 30, 2017) of the management fee limitation, effective upon the current expiration date of September 30, 2016.
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, 2017.*
* At the June 20-23, 2016 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 September 30, 2017) of the advisory fee waiver, effective upon the current expiration date of September 30, 2016.
The Adviser agrees to reduce Xxxx Xxxxxxx Enduring Assets Fund’s management fee by an annual rate of 0.20% of the Fund’s average daily net assets. The reduction will continue until at least February 28, 2018.*
* At the June 20-23, 2016 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the advisory fee waiver (0.20%) for Xxxx Xxxxxxx Enduring Assets Fund with an expiration date of February 28, 2018, effective July 1, 2016.
G-1
APPENDIX H
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 | |
| 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 | N/A | 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) 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 |
| 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.
I-1
APPENDIX J
Fund Level Voluntary Investment Management Fee Waivers
None
J-1
