Boston, MA 02210 Re: Expense Limitation Letter Agreement and Voluntary Expense Limitation Notice
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▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Boston, MA 02210
June 26, 2013
To the Trustees of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Boston, MA 02210
Re: Expense Limitation Letter Agreement and Voluntary Expense Limitation Notice
With reference to each of the Advisory Agreements entered into by and between ▇▇▇▇ ▇▇▇▇▇▇▇ 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 and, to the extent necessary, reimburse other expenses of each Fund as set forth in Appendix B, Appendix C and Appendix D hereto.
2. The Adviser agrees to voluntarily waive its advisory fees and, to the extent necessary, reimburse other expenses of each Fund as set forth in Appendix E and Appendix F 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,
▇▇▇▇ ▇▇▇▇▇▇▇ ADVISERS, 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
▇▇▇▇ ▇▇▇▇▇▇▇ 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
▇▇▇▇ ▇▇▇▇▇▇▇ Global Opportunities Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Large Cap Equity Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Small Cap Intrinsic Value Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Sovereign Investors Fund
▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT TRUST II
▇▇▇▇ ▇▇▇▇▇▇▇ Financial Industries Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Regional Bank Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Small Cap Equity Fund
▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT TRUST III
▇▇▇▇ ▇▇▇▇▇▇▇ Greater China Opportunities Fund
▇▇▇▇ ▇▇▇▇▇▇▇ MUNICIPAL SECURITIES TRUST
▇▇▇▇ ▇▇▇▇▇▇▇ High Yield Municipal Bond Fund
▇▇▇▇ ▇▇▇▇▇▇▇ Tax-Free Bond Fund
▇▇▇▇ ▇▇▇▇▇▇▇ SERIES TRUST
▇▇▇▇ ▇▇▇▇▇▇▇ Mid Cap Equity Fund
▇▇▇▇ ▇▇▇▇▇▇▇ SOVEREIGN BOND FUND
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Fund
▇▇▇▇ ▇▇▇▇▇▇▇ STRATEGIC SERIES
▇▇▇▇ ▇▇▇▇▇▇▇ Income Fund
▇▇▇▇ ▇▇▇▇▇▇▇ TAX-EXEMPT SERIES FUND
▇▇▇▇ ▇▇▇▇▇▇▇ Massachusetts Tax-Free Income Fund
▇▇▇▇ ▇▇▇▇▇▇▇ New York Tax-Free Income Fund
APPENDIX B
Fund Level Contractual Expense Limitations
For purposes of the first part of this Appendix:
“Expenses” means all the expenses of a Fund 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; (vii) Rule 12b-1 fees; (viii) transfer agency fees; 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 Trust.
“Expense Limit” means the percentage of a Fund’s average annual net assets (on an annualized basis) set forth below.
The Adviser agrees to waive advisory fees and, to the extent necessary, reimburse other expenses of the Fund, in an amount equal to the amount by which the Expenses of such Fund exceed the Expense Limit for such Fund set forth in the table below.
The Expense Limit for each of the Funds indicated below for the purposes of this Appendix shall be as follows:
|
Fund |
Annual Expense Limit |
Expiration Date of Expense Limit |
| None |
APPENDIX C
Class Level Contractual 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 agrees to waive advisory fees and, to the extent 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 | N/A | 2.15% | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 2/28/2015[1] |
| Global Opportunities Fund | N/A | N/A | N/A | N/A | N/A | 1.61% | N/A | N/A | N/A | 1.10% | 2/28/2014 |
| Greater China Opportunities Fund | N/A | N/A | N/A | 1.31% | N/A | N/A | N/A | N/A | N/A | N/A | 2/28/2014 |
| Mid Cap Equity Fund | 1.45% | 2.15% | 2.15% | 1.09% | N/A | N/A | N/A | N/A | N/A | N/A | 2/28/2014 |
| Small Cap Intrinsic Value Fund | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 1.10% | 2/28/2014 |
| U.S. Global Leaders Growth Fund | 1.30% | 2.05% | 2.05% | 0.99% | N/A | 1.40% | N/A | N/A | N/A | 0.85% | 2/28/2014 |
Bond Fund |
See below | See below | See below | See below | N/A | See below | N/A | N/A | N/A | 0.57% and see below | 9/30/2014[2] |
| Global Conservative Absolute Return Fund | 1.50% | N/A | N/A | 1.19% | N/A | N/A | N/A | N/A | N/A | 1.10% | 9/30/2014[3] |
| Government Income Fund | 0.98% | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 9/30/20142 |
| High Yield Fund | N/A | N/A | N/A | 0.72% | N/A | N/A | N/A | N/A | N/A | 0.65% |
9/30/2014 for Class I[4]
9/30/2013 for Class R6 |
| Investment Grade Bond Fund | 0.98% | 1.73% | 1.73% | 0.67% | N/A | N/A | N/A | N/A | N/A | N/A | 9/30/2013 |
For ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Fund, the Adviser and its affiliates agree to waive a portion of their fees and/or reimburse certain Expenses in order to reduce the total annual fund operating expenses for Class A, Class B, Class C, Class I, Class R2 and Class R6 shares by 0.05% of the Fund’s average daily net assets. These fee waivers and/or expense reimbursements expire on September 30, 2014, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at the time.*
* At the June 24-26, 2013 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the expiration date (to September 30, 2014) of the fee waiver and/or expense reimbursement arrangement, effective upon the current expiration date of September 30, 2013.
APPENDIX D
Fund Level Contractual Investment Management Fee Waivers
The Adviser agrees to limit ▇▇▇▇ ▇▇▇▇▇▇▇ 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, 2014.*
* At the March 17-20, 2013 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, 2014) of the management fee limitation, effective upon the current expiration date of July 31, 2013.
The Adviser agrees to limit ▇▇▇▇ ▇▇▇▇▇▇▇ 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, 2014.**
** At the June 24-26, 2013 meeting of the Board of Trustees of the Trust, the Adviser notified the Board of, and the Board approved, the extension of the expiration date (to September 30, 2014) of the management fee limitation, effective upon the current expiration date of September 30, 2013.
APPENDIX E
Fund Level Voluntary Limit on Total Operating Expenses
For purposes of this Appendix:
“Expenses” means all the expenses of a Fund 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; (vii) Rule 12b-1 fees; (viii) transfer agency fees; 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 Trust.
“Expense Limit” means the percentage of a Fund’s average annual net assets (on an annualized basis) set forth below.
The Adviser agrees to waive advisory fees and, to the extent necessary, reimburse other expenses of the Fund, in an amount equal to the amount by which the Expenses of such Fund exceed the Expense Limit for such Fund set forth in the table below.
The Expense Limit for each of the Funds indicated below for the purposes of this Appendix shall be as follows:
|
Fund |
Annual Expense Limit |
Expiration Date of Expense Limit* |
| None |
* 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.
APPENDIX F
Class Level Voluntary Limit on Total Operating Expenses
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 agrees to waive advisory fees and, to the extent 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 | |
| Global Short Duration Credit Fund |
1.35% |
N/A |
N/A |
1.04% |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
|
High Yield Fund |
N/A |
1.82% |
1.82% |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
|
Financial Industries Fund |
N/A |
2.15% |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
*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 ▇▇▇▇ ▇▇▇▇▇▇▇ 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. 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.
[1] At the June 24-26, 2013 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the fee waiver and/or expense reimbursement arrangement for Class C shares of Financial Industries Fund with an expiration date of February 28, 2015, effective as of June 26, 2013.
[2] At the June 24-26, 2013 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 of the fee waiver and/or expense reimbursement arrangements for the Funds as listed above to September 30, 2014, each effective upon the current expiration date of September 30, 2013.
[3] At the June 24-26, 2013 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the fee waiver and/or expense reimbursement arrangement for Class A, Class I and Class R6 shares of Global Conservative Absolute Return Fund with an expiration date of September 30, 2014, effective as of the commencement of the Fund’s operations.
[4] At the June 24-26, 2013 meeting of the Board of Trustees of the Trusts, the Adviser notified the Board of, and the Board approved, the fee waiver and/or expense reimbursement arrangement for Class I shares of High Yield Fund with an expiration date of September 30, 2014, effective as of June 26, 2013.