Agreement to Waive Advisory Fees and Reimburse Expenses

January 2, 2015

To the Trustees of the ▇▇▇▇ ▇▇▇▇▇▇▇ Group of Funds

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Boston, MA 02210

Re:

Agreement to Waive Advisory Fees and Reimburse Expenses

▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Services, LLC and ▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, LLC (collectively, the “Advisers”), each an investment adviser to the investment companies listed in Appendix A (collectively, the “▇▇▇▇ ▇▇▇▇▇▇▇ Funds”), hereby notify you as follows:

1.  Each Adviser agrees to waive its management fee for a ▇▇▇▇ ▇▇▇▇▇▇▇ Fund portfolio, as applicable, or otherwise reimburse the expenses of that portfolio as set forth below (the “Reimbursement”).

2.  The Reimbursement shall apply to all ▇▇▇▇ ▇▇▇▇▇▇▇ Fund portfolios in existence on the date of this Agreement, except those noted below, and to all future ▇▇▇▇ ▇▇▇▇▇▇▇ Fund portfolios to which an Adviser agrees this Agreement should apply (the “Participating Portfolios”).

The Reimbursement shall not apply to the following ▇▇▇▇ ▇▇▇▇▇▇▇ Variable Insurance Trust portfolios:

Each Lifestyle Trust

Each Lifecycle Trust

Each Lifestyle PS Series

Core Strategy Trust

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Founding Allocation Trust

The reimbursement shall not apply to the following ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II portfolios:

Each Retirement Choices Portfolio

Each Lifestyle Portfolio

Each Lifestyle II Portfolio

Each Retirement Living Portfolio

Each Retirement Living II Portfolio

Alternative Asset Allocation Fund

Income Allocation Fund

The reimbursement shall not apply to ▇▇▇▇ ▇▇▇▇▇▇▇ Collateral Trust.

3.  The Reimbursement shall equal on an annualized basis:

0.01% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $75 billion but is less than or equal to $125 billion;

0.0125% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $125 billion but is less than or equal to $150 billion;

0.0150% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $150 billion but is less than or equal to $175 billion;

0.0175% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $175 billion but is less than or equal to $200 billion;

0.02% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $200 billion but is less than or equal to $225 billion; and

0.0225% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $225 billion.

The amount of the Reimbursement shall be calculated daily and allocated among all the Participating Portfolios in proportion to the daily net assets of each such portfolio.

4.  The Reimbursement with respect to each Participating Portfolio may be terminated or modified at any time by an Adviser upon notice to the Participating Portfolio and approval of the ▇▇▇▇ ▇▇▇▇▇▇▇ Funds Board of Trustees.  

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5.  This Agreement is effective as of January 2, 2015 and supersedes the prior Letter Agreement from the Adviser to the Trustees relating to the same subject matter.

Very truly yours,

▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Services, LLC

By:    /s/ ▇▇▇ ▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, LLC

By:    /s/ ▇▇▇ ▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇

ACCEPTED BY:

▇▇▇▇ ▇▇▇▇▇▇▇ Financial Opportunities Fund	▇▇▇▇ ▇▇▇▇▇▇▇ Floating Rate High Income Fund
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Trust	▇▇▇▇ ▇▇▇▇▇▇▇ Municipal Securities Trust
▇▇▇▇ ▇▇▇▇▇▇▇ California Tax-Free Income Fund	▇▇▇▇ ▇▇▇▇▇▇▇ Preferred Income Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Capital Series	▇▇▇▇ ▇▇▇▇▇▇▇ Preferred Income Fund II
▇▇▇▇ ▇▇▇▇▇▇▇ Current Interest	▇▇▇▇ ▇▇▇▇▇▇▇ Preferred Income Fund III
▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Income Fund	▇▇▇▇ ▇▇▇▇▇▇▇ Premium Dividend Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Funds III	▇▇▇▇ ▇▇▇▇▇▇▇ Sovereign Bond Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Hedged Equity & Income Fund	▇▇▇▇ ▇▇▇▇▇▇▇ Strategic Diversified Income Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Income Securities Trust	▇▇▇▇ ▇▇▇▇▇▇▇ Strategic Series
▇▇▇▇ ▇▇▇▇▇▇▇ Investment Trust	▇▇▇▇ ▇▇▇▇▇▇▇ Tax-Advantaged Dividend Income Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Investment Trust II	▇▇▇▇ ▇▇▇▇▇▇▇ Tax-Advantaged Global Shareholder Yield Fund

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▇▇▇▇ ▇▇▇▇▇▇▇ Investment Trust III	▇▇▇▇ ▇▇▇▇▇▇▇ Tax-Exempt Series Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Investors Trust	▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
	▇▇▇▇ ▇▇▇▇▇▇▇ Variable Insurance Trust

On behalf of each of its series identified as a Participating Portfolio

By:   

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

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Appendix A

▇▇▇▇ ▇▇▇▇▇▇▇ Financial Opportunities Fund	▇▇▇▇ ▇▇▇▇▇▇▇ Floating Rate High Income Fund
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Trust	▇▇▇▇ ▇▇▇▇▇▇▇ Municipal Securities Trust
▇▇▇▇ ▇▇▇▇▇▇▇ California Tax-Free Income Fund	▇▇▇▇ ▇▇▇▇▇▇▇ Preferred Income Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Capital Series	▇▇▇▇ ▇▇▇▇▇▇▇ Preferred Income Fund II
▇▇▇▇ ▇▇▇▇▇▇▇ Current Interest	▇▇▇▇ ▇▇▇▇▇▇▇ Preferred Income Fund III
▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Income Fund	▇▇▇▇ ▇▇▇▇▇▇▇ Premium Dividend Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Funds III	▇▇▇▇ ▇▇▇▇▇▇▇ Sovereign Bond Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Hedged Equity & Income Fund	▇▇▇▇ ▇▇▇▇▇▇▇ Strategic Diversified Income Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Income Securities Trust	▇▇▇▇ ▇▇▇▇▇▇▇ Strategic Series
▇▇▇▇ ▇▇▇▇▇▇▇ Investment Trust	▇▇▇▇ ▇▇▇▇▇▇▇ Tax-Advantaged Dividend Income Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Investment Trust II	▇▇▇▇ ▇▇▇▇▇▇▇ Tax-Advantaged Global Shareholder Yield Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Investment Trust III	▇▇▇▇ ▇▇▇▇▇▇▇ Tax-Exempt Series Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Investors Trust	▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
	▇▇▇▇ ▇▇▇▇▇▇▇ Variable Insurance Trust

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