Re: Rule 12b-1 Fee Waiver Letter Agreement
| ▇▇▇▇ ▇▇▇▇▇▇▇ Funds, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-2805 |
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December 8, 2016
To the Trustees of
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▇▇▇▇▇▇▇ Funds
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
| Re: | Rule 12b-1 Fee Waiver Letter Agreement |
With reference to each of the Distribution Plans entered into by and between ▇▇▇▇ ▇▇▇▇▇▇▇ 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 Rule 12b-1 distribution and service fees of each Fund as set forth in Appendix B hereto. The expense waiver agreements expire on the dates specified, unless renewed by mutual agreement of the Fund and the Distributor based upon a determination that this is appropriate under the circumstances at that time.
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, | |
| ▇▇▇▇ ▇▇▇▇▇▇▇ FUNDS, LLC | |
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ |
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| Chief Financial Officer | |
Agreed and Accepted
on behalf
of each applicable Trust listed in Appendix A
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
| ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇ 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
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
TRUST
▇▇▇▇ ▇▇▇▇▇▇▇ ESG Core
Bond Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Global
Conservative Absolute Return Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Global Short Duration Credit
Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Government Income Fund
▇▇▇▇ ▇▇▇▇▇▇▇ High Yield Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Investment Grade Bond Fund
▇▇▇▇ ▇▇▇▇▇▇▇ CALIFORNIA
TAX-FREE INCOME FUND
▇▇▇▇
▇▇▇▇▇▇▇ California Tax-Free Income Fund
▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL
SERIES
▇▇▇▇ ▇▇▇▇▇▇▇ Classic
Value Fund
▇▇▇▇ ▇▇▇▇▇▇▇ U.S.
Global Leaders Growth Fund
▇▇▇▇ ▇▇▇▇▇▇▇ CURRENT
INTEREST
▇▇▇▇ ▇▇▇▇▇▇▇ Money
Market Fund
▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT
TRUST
▇▇▇▇ ▇▇▇▇▇▇▇ Balanced
Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Disciplined
Value International Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equity Fund
▇▇▇▇
▇▇▇▇▇▇▇ Enduring Assets Fund
▇▇▇▇ ▇▇▇▇▇▇▇ ESG All Cap Core Fund
▇▇▇▇
▇▇▇▇▇▇▇ ESG International Equity Fund
▇▇▇▇ ▇▇▇▇▇▇▇ ESG Large Cap Core Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Fundamental Large Cap Core Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Global Focused
Strategies Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Global Real Estate Fund
▇▇▇▇ ▇▇▇▇▇▇▇
Seaport Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Small Cap Core Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Value Equity
Fund
▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT
TRUST II
▇▇▇▇ ▇▇▇▇▇▇▇
Financial Industries Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Regional Bank Fund
▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT
TRUST III
▇▇▇▇ ▇▇▇▇▇▇▇
Greater China Opportunities Fund
▇▇▇▇ ▇▇▇▇▇▇▇ MUNICIPAL
SECURITIES TRUST
▇▇▇▇ ▇▇▇▇▇▇▇
High Yield Municipal Bond Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Tax-Free Bond Fund
▇▇▇▇ ▇▇▇▇▇▇▇ SOVEREIGN BOND
FUND
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Fund
▇▇▇▇ ▇▇▇▇▇▇▇ STRATEGIC
SERIES
▇▇▇▇ ▇▇▇▇▇▇▇ Income
Fund
A-1
APPENDIX B
| Fund | Class | Class | Class | Class | Expiration Date of |
| A | B | C | R4 | Waiver/Limit | |
| Balanced Fund | N/A | N/A | N/A | 0.15% | 2/28/20181 |
| Classic Value Fund | N/A | N/A | N/A | 0.15% | 2/28/20181 |
| Disciplined Value | N/A | N/A | N/A | 0.15% | 2/28/2018 |
| International Fund | |||||
| Emerging Markets Equity | N/A | N/A | N/A | 0.15% | 2/28/20181 |
| Fund | |||||
| Fundamental Large Cap Core | N/A | N/A | N/A | 0.15% | 2/28/20181 |
| Fund | |||||
| Bond Fund | N/A | N/A | N/A | 0.15% | 9/30/2017 |
| California Tax-Free Income | N/A | 0.90% | 0.90% | N/A | 9/30/2017 |
| Fund | |||||
| High Yield Municipal Bond | 0.15% | 0.90% | 0.90% | N/A | 9/30/2017 |
| Fund | |||||
| Income Fund | N/A | N/A | N/A | 0.15% | 9/30/2017 |
| Investment Grade Bond Fund | N/A | N/A | N/A | 0.15% | 9/30/2017 |
| Tax-Free Bond Fund | 0.15% | 0.90% | 0.90% | N/A | 9/30/2017 |
| Money Market Fund | 0.15% | N/A | N/A | N/A | 7/31/2017 |
____________________
1 At the December 6-8, 2016
meeting of the Board of Trustees of the Trusts, the Adviser notified the Board
of, and the Board approved, the extension of the waiver and limit of the Rule
12b-1 distribution fees and/or service fees for Class R4 shares of Balanced
Fund, Classic Value Fund, Emerging Markets Equity Fund and Fundamental Large Cap
Core Fund to February 28, 2018, each effective upon the current expiration date
of February 28, 2017.
B-1