Re: Rule 12b-1 Fee Waiver Letter Agreement
| ▇▇▇▇ ▇▇▇▇▇▇▇ Funds, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ |
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June 23, 2016
To the Trustees of
▇▇▇▇ ▇▇▇▇▇▇▇ 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
▇▇▇▇ ▇▇▇▇▇▇▇ Focused High Yield Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Global Conservative Absolute Return Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Global Short Duration Credit Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Government Income 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 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
APPENDIX B
| Fund | Class A |
Class B |
Class C |
Class R4 |
Expiration Date of Waiver/Limit |
| Balanced Fund | N/A | N/A | N/A | 0.15% | 2/28/2017 |
| Classic Value Fund | N/A | N/A | N/A | 0.15% | 2/28/2017 |
| Disciplined Value International Fund | N/A | N/A | N/A | 0.15% | 2/28/20181 |
| Emerging Markets Equity Fund | N/A | N/A | N/A | 0.15% | 2/28/2017 |
| Fundamental Large Cap Core Fund | N/A | N/A | N/A | 0.15% | 2/28/2017 |
| Bond Fund | N/A | N/A | N/A | 0.15% | 9/30/20172 |
| California Tax-Free Income Fund | N/A | 0.90% | 0.90% | N/A | 9/30/20173 |
| High Yield Municipal Bond Fund | 0.15% | 0.90% | 0.90% | N/A | 9/30/20174 |
| Income Fund | N/A | N/A | N/A | 0.15% | 9/30/20172 |
| Investment Grade Bond Fund | N/A | N/A | N/A | 0.15% | 9/30/20172 |
| Tax-Free Bond Fund | 0.15% | 0.90% | 0.90% | N/A | 9/30/20174 |
| Money Market Fund | 0.15% | N/A | N/A | N/A | 7/31/20175 |
1 At the June 20-23, 2016 meeting of the Board of Trustees of the Trusts, the Distributor 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 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 Distributor notified the Board of, and the Board approved, the extension of the waivers and limits of the Rule 12b-1 distribution fees and/or service fees for Class R4 shares of Bond Fund, Income Fund and Investment Grade Bond 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 Distributor notified the Board of, and the Board approved, the extension of the waivers and limits of the Rule 12b-1 distribution fees and/or service fees for Class B and Class C shares of California Tax-Free Income Fund to September 30, 2017, each effective upon the current expiration date of September 30, 2016.
4 At the June 20-23, 2016 meeting of the Board of Trustees of the Trusts, the Distributor notified the Board of, and the Board approved, the extension of the waivers and limits of the Rule 12b-1 distribution fees and/or service fees for Class A, Class B and Class C shares of High Yield Municipal Bond Fund and Tax-Free Bond Fund to September 30, 2017, each effective upon the current expiration date of September 30, 2016.
5 At the March 8-10, 2016 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, 2017, effective upon the current expiration date of July 31, 2016.