Re: Rule 12b-1 Fee Waiver Letter Agreement
Exhibit 99.(h).11
▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Distributors LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Boston, MA 02116
June 25, 2020
To the Trustees of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Boston, MA 02116
| Re: | Rule 12b-1 Fee Waiver Letter Agreement |
With reference to each of the Distribution Plans entered into by and between ▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Distributors LLC (formerly, ▇▇▇▇ ▇▇▇▇▇▇▇ Funds, LLC and hereinafter, 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, | ||
| ▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT DISTRIBUTORS LLC | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | ||
| Chief Financial Officer | ||
▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Distributors LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Boston, MA 02116
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
▇▇▇▇ ▇▇▇▇▇▇▇ Government Income Fund
▇▇▇▇ ▇▇▇▇▇▇▇ High Yield Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Investment Grade Bond Fund
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Duration 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
▇▇▇▇ ▇▇▇▇▇▇▇ Alternative Risk Premia Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Balanced Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Disciplined Value International Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Diversified Real Assets Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Diversified Macro Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equity Fund
▇▇▇▇ ▇▇▇▇▇▇▇ ESG All Cap Core Fund
▇▇▇▇ ▇▇▇▇▇▇▇ ESG International Equity Fund
▇▇▇▇ ▇▇▇▇▇▇▇ ESG Large Cap Core Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Fundamental Large Cap Core Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Global Thematic Opportunities Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Infrastructure Fund
▇▇▇▇ ▇▇▇▇▇▇▇ International Dynamic Growth Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Seaport Long/Short Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Small Cap Core Fund
▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT TRUST II
▇▇▇▇ ▇▇▇▇▇▇▇ Financial Industries Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Regional Bank 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 A |
Class B |
Class C |
Class R4 |
Expiration Date of Waiver/Limit |
| Balanced Fund | N/A | N/A | N/A | 0.15% | 2/28/2021 |
| Classic Value Fund | N/A | N/A | N/A | 0.15% | 2/28/2021 |
| Disciplined Value International Fund | N/A | N/A | N/A | 0.15% | 2/28/2021 |
| Emerging Markets Equity Fund | N/A | N/A | N/A | 0.15% | 2/28/2021 |
| Fundamental Large Cap Core Fund | N/A | N/A | N/A | 0.15% | 2/28/2021 |
| Bond Fund | N/A | N/A | N/A | 0.15% | 9/30/20211 |
| California Tax-Free Income Fund | N/A | 0.90% | 0.90% | N/A | 9/30/20212 |
| High Yield Municipal Bond Fund | 0.15% | 0.90% | 0.90% | N/A | 9/30/20213 |
| Income Fund | N/A | N/A | N/A | 0.15% | 9/30/20211 |
| Investment Grade Bond Fund | N/A | N/A | N/A | 0.15% | 9/30/20211 |
| Tax-Free Bond Fund | 0.15% | 0.90% | 0.90% | N/A | 9/30/20213 |
| Money Market Fund | 0.00% | 0.00% | 0.00% | N/A | 7/31/2021 |
1 At the June 23-25, 2020 meeting of the Board of Trustees of the Trust, 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 services fees for Class R4 shares of Bond Fund, Income Fund and Investment Grade Bond Fund, each with an expiration date of September 30, 2021, each effective upon the current expiration date of September 30, 2020.
2 At the June 23-25, 2020 meeting of the Board of Trustees of the Trust, 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 services fees for Class B and Class C shares of California Tax-Free Income Fund, each with an expiration date of September 30, 2021, each effective upon the current expiration date of September 30, 2020.
3 At the June 23-25, 2020 meeting of the Board of Trustees of the Trust, 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 services fees for Class A, Class B and Class C shares of High Yield Municipal Bond Fund and Tax-Free Bond Fund, each with an expiration date of September 30, 2021, each effective upon the current expiration date of September 30, 2020.
| B-1 |