NGAM Advisors Fee Waiver/Expense Reimbursment Undertaking dated Dec. 21, 2012

NGAM Advisors, L.P. (“NGAM Advisors”) notifies you that it will waive its management fee and, to the extent necessary, bear other expenses of the McDonnell Intermediate Municipal Bond Fund (the “Fund”) effective December 31, 2012 through April 30, 2014 to the extent that the total annual fund operating expenses of each class of the Fund, exclusive of acquired fund fees and expenses, brokerage, interest, and organizational and extraordinary expenses, such as litigation and indemnification expenses, would exceed the following annual rates:

¹McDonnell Investment Management, LLC. and NGAM Advisors have agreed to bear the waiver jointly on a pro rata basis relative to their advisory and sub-advisory fees, respectively.

With respect to the Fund, NGAM Advisors shall be permitted to recover operating expenses it has borne subsequent to the effective date of this agreement (whether through reduction of its management fee or otherwise) in later periods to the extent that the Fund’s total annual fund operating expenses fall below the annual rates set forth above. Provided, however, that the Fund is not obligated to pay any such deferred fees more than one year after the end of the fiscal year in which the fee was deferred.

During the period covered by this letter agreement, the expense cap arrangement set forth above for the Fund may only be modified by a majority vote of the “non-interested” Trustees of the Trust affected.

For purposes of determining any such waiver or expense reimbursement, expenses of the class of the Fund shall not reflect the application of balance credits made available by the Fund’s

custodian or arrangements under which broker-dealers that execute portfolio transactions for the Fund agree to bear some portion of Fund expenses.

We understand and intend that you will rely on this undertaking in preparing and filing the Registration Statements on Form N-1A for the Fund with the Securities and Exchange Commission, in accruing the Fund’s expenses for purposes of calculating its net asset value per share and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and expressly permit you to do so.


NGAM Advisors, L.P.

By	NGAM Distribution Corporation, its general partner

		By:	/s/ Coleen Downs Dinneen

		Name:	Coleen Downs Dinneen

		Title:	Executive Vice President, General
			Counsel, Secretary & Clerk


Name of Fund		Expense Cap

December 31, 2012 through April 30, 2014:

McDonnell Intermediate Municipal		0.80% for Class A shares
Bond Fund¹		1.55% for Class C shares
		0.55% for Class Y shares